SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                    For the fiscal year ended December 31, 2002

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

                For the transition period from _________to _________

                         Commission file number 0-16877

                      FOX STRATEGIC HOUSING INCOME PARTNERS
                 (Name of small business issuer in its charter)

         California                                             94-3016373
(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:

                            Limited Partnership Units
                                (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  registrant'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.  $3,053,000

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

                                     PART I

Item 1.  Description of Business

Fox Strategic  Housing Income Partners (the  "Partnership" or "Registrant") is a
publicly-held  limited  partnership  organized  in June 1984,  under the Uniform
Limited Partnership Act of the California  Corporations Code. Fox Partners VIII,
a California general partnership, is the general partner of the Partnership. Fox
Capital Management  Corporation  ("FCMC" or the "Managing General  Partner"),  a
California  corporation,  and Fox  Realty  Investors  ("FRI")  are  the  general
partners of Fox Partners  VIII.  The Managing  General  Partner and the managing
general  partner of FRI are  affiliates 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,  2025  unless,  terminated  earlier  in  accordance  with  the  terms of the
Partnership Agreement.

The Partnership,  through its public offering of Limited Partnership Units, sold
26,111 units aggregating $26,111,000. From April 1987 through February 1989, the
Partnership  acquired  one mobile  home park and two  apartment  complexes.  The
Partnership continues to hold and operate the two apartment complexes (see "Item
2. Description of Properties").  Since its initial offering, the Partnership has
not received,  nor are limited  partners  required to make,  additional  capital
contributions.

The  Partnership has no employees.  The Managing  General Partner is vested with
full authority as to the general  management and supervision of the business and
affairs of the Partnership. Limited partners have no right to participate in the
management or conduct of such business and affairs. An affiliate of the Managing
General Partner provides day-to-day 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 properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments at the  Partnership's  properties  and the rents that may be
charged  for  such  apartments.  While  the  Managing  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 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   properties,   or  restrict   renovations   of  the   properties.
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  Managing   General  Partner   believes  that  the
Partnership's properties   are   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  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the 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 properties
owned by the Partnership.

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

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

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

Item 2.  Description of Properties:

The following table sets forth the Partnership's investments in properties:

<TABLE>
<CAPTION>

                                     Date of
Property                            Purchase       Type of Ownership          Use

<S>                                   <C>
Barrington Place Apartments           7/89    Fee ownership, subject      Apartment
  Westlake, Ohio                              to a first mortgage (1)     164 units

Wood View Apartments                  9/87    Fee ownership, subject      Apartment
  Atlanta, Georgia                            to a first mortgage         180 units

(1)   Property is held by a limited  partnership in which the Partnership owns a 99%
      interest.
</TABLE>

Schedule of Properties:

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

<TABLE>
<CAPTION>

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

<S>                          <C>           <C>        <C>                    <C>
Barrington Place Apartments  $12,047       $ 5,460    5-30 yrs    S/L        $ 6,277

Wood View Apartments          10,553         4,460    5-30 yrs    S/L          5,709

                             $22,600       $ 9,920                           $11,986
</TABLE>

See  "Note A" 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 loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                           Principal                                      Principal
                           Balance At    Stated                            Balance
                          December 31,  Interest   Period     Maturity     Due At
        Property              2002        Rate    Amortized     Date    Maturity (1)
                         (in thousands)                                 (in thousands)

Barrington Place
<S>                         <C>          <C>      <C>          <C> <C>     <C>
 Apartments                 $ 4,642      6.65%    30 years     8/1/08      $ 4,178
Wood View Apartments          5,304      6.64%    30 years     8/1/08        4,774

  Total                     $ 9,946                                        $ 8,952
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the  Registrant's  ability  to prepay  these  loans and other  specific
      details about the loans.

Rental Rates and Occupancy:

Average annual rental rates and occupancy for 2002 and 2001 for each property:

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

 Barrington Place
   Apartments                   $ 9,335      $10,077      96%      92%
 Wood View Apartments             9,699       10,132      85%      92%

The Managing General Partner  attributes the increase in occupancy at Barrington
Place Apartments to more competitive rental rates.

The Managing  General Partner  attributes the decrease in occupancy at Wood View
Apartments to the  competitive  market of the apartment  industry in the Atlanta
area and a softening economy.

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

Real Estate Taxes and Rates:

Real estate taxes and rates in 2002 for each property were:

                                                 2002            2002
                                                Billing          Rate
                                            (in thousands)

Barrington Place Apartments                      $171            5.31%

Wood View Apartments                              125            2.99%

Capital Improvements:


Barrington Place

During the year ended December 31, 2002, the Partnership expended  approximately
$135,000 for capital  improvements  at  Barrington  Place  Apartments  primarily
consisting of floor covering  replacements,  reconstruction of water damage, and
other building improvements.  These improvements were funded from operating cash
flow and insurance proceeds. The Partnership is currently evaluating the capital
improvement  needs of the property for the upcoming year and currently expect to
budget approximately $49,000. Additional improvements may be considered and will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

Wood View

During the year ended December 31, 2002, the Partnership expended  approximately
$76,000 for capital improvements at Wood View Apartments primarily consisting of
floor covering replacements, plumbing enhancements,  appliance replacements, air
conditioning upgrades, and other building improvements.  These improvements were
funded from  operating cash flow.  The  Partnership is currently  evaluating the
capital  improvement  needs of the property for the upcoming  year and currently
expects  to  budget  approximately  $54,000.   Additional  improvements  may  be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this  litigation.  If the  Court  grants  preliminary  approval  of the
proposed settlement in March, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

The  Partnership is unaware of any other 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 Security Holders

The  unitholders of the Registrant did not vote on any matter during the quarter
ended December 31, 2002.

                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership  offered and sold 26,111 Limited  Partnership  Units aggregating
$26,111,000. As of December 31, 2002, there were 896 holders of record owning an
aggregate of 26,111  Units.  Affiliates  of the Managing  General  Partner owned
10,621 Units or 40.68% as of December  31,  2002.  There is no intention to sell
additional  Limited  Partnership  Units nor is there an  established  market for
these Units.

The following  table sets forth the  distributions  made from  operations by the
Partnership for the years ended December 31, 2001 and 2002:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/01 - 12/31/01             $   867               $ 32.55

       01/01/02 - 12/31/02                 465                 17.43

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership will generate  sufficient funds from operations,  after required
capital  expenditures,  to permit any  distributions to its partners in the year
2003 or  subsequent  periods.  See "Item 2.  Schedule  of  Properties  - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the property.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 10,621 limited  partnership  units
(the "Units") in the Partnership representing 40.68% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to 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 include voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  40.68%  of the  outstanding  Units,  AIMCO  is in a  position  to
influence voting decisions with respect to the Registrant. Although the Managing
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  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 income  for the year ended  December  31,  2002  totaled
approximately  $70,000 compared to a net loss of  approximately  $65,000 for the
year ended  December  31,  2001.  The  increase in net income for the year ended
December  31, 2002 is  attributable  to a decrease in total  expenses  partially
offset by a decrease in total  revenues.  The decrease in total expenses for the
year ended December 31, 2002 is the result of a decrease in operating,  property
tax and general and  administrative  expenses partially offset by an increase in
depreciation expense. Operating expenses decreased primarily due to decreases in
advertising,  property, administrative and maintenance expenses. The decrease in
advertising  was  primarily due to reduced  special  promotions  and  periodical
advertising at both properties.  The decrease in property  expenses is primarily
due to a decrease in salaries and related benefits at Wood View Apartments.  The
decrease  in  administrative  expenses  is due  primarily  to  reduced  contract
cleaning  costs at  Barrington  Place  Apartments.  The decrease in  maintenance
expenses  was  primarily  due to a decrease in contract  services at  Barrington
Place Apartments. Property taxes decreased as a result of the timing and receipt
of tax bills received from the taxing authorities,  which affected the accruals.
Depreciation expense increased primarily due to capital  improvements  completed
and  placed in  service  during  the last  twelve  months  at the  Partnership's
investment properties.

The decrease in general and administrative  expenses for the year ended December
31, 2002 is primarily due to a decrease in Partnership management fees paid with
distributions from operations.  Included in general and  administrative  expense
for the year ended December 31, 2002 and 2001 are management  reimbursements  to
the Managing  General  Partner allowed under the  Partnership  Agreement,  costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

The  decrease  in  total  revenues  for the  year  ended  December  31,  2002 is
attributable to a decrease in rental income  partially offset by a casualty gain
at Barrington Place Apartments.  During the nine months ended September 30, 2002
a net casualty gain of  approximately  $24,000 was recorded at Barrington  Place
Apartments  relating to water damage that occurred in August 2002. This gain was
the result of  insurance  proceeds  received  of  approximately  $46,000 and the
write-off of the net book value of the destroyed  assets totaling  approximately
$22,000. The decrease in rental income is primarily due to a decrease in average
rental rates and increased bad debt expense at both  properties,  and a decrease
in occupancy at Wood View  Apartments.  These decreases were partially offset by
an increase in occupancy at Barrington Place  Apartments and reduced  concession
costs at both of the Partnership's properties.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors the rental  market  environment  of each of its  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels,  and protecting the  Partnership  from increases in expense.  As part of
this plan, the Managing 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
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $327,000 compared to approximately $324,000 at December 31, 2001.
The increase in cash and cash equivalents of approximately $3,000 since December
31,  2001  is due to  approximately  $775,000  of  cash  provided  by  operating
activities largely offset by approximately $165,000 and $607,000 of cash used in
investing  and  financing  activities,  respectively.  Cash  used  in  investing
activities consisted of property improvements and replacements  partially offset
by the receipt of  insurance  proceeds as noted  above.  Cash used in  financing
activities consisted of principal payments made on the mortgages encumbering the
Partnership's  properties and distributions to partners. 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 investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal,  state and local  legal,  and  regulatory  requirements.  The  Managing
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 properties for the
upcoming  year and  currently  expects  to budget  approximately  $103,000.  The
additional capital  expenditures will be incurred only if cash is available from
operations and Partnership  reserves.  To the extent that such budgeted  capital
improvements are completed,  the Registrant's  distributable  cash flow, if any,
may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately  $9,946,000  is  amortized  over 360 months with
balloon payments of approximately $8,952,000 due on August 1, 2008. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
properties  prior to such maturity date. If the properties  cannot be refinanced
and/or  sold for a  sufficient  amount,  the  Partnership  will risk losing such
properties through foreclosure.

The Partnership distributed the following amounts during the year ended December
31, 2002 and 2001 (in thousands except per unit data):

<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2002             Unit             2001             Unit

<S>                    <C>              <C>              <C>               <C>
Operations             $ 465            $17.43           $  867            $32.55
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, refinancings and/or property sales. 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  expenditures  to permit further  distributions  to its
partners during 2003 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 10,621 limited  partnership  units
(the "Units") in the Partnership representing 40.68% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
40.68% of the  outstanding  Units,  AIMCO is in a position to  influence  voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing 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 Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 7. Financial  Statements".  The
Managing  General  Partner  believes that the  consistent  application  of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial condition. The preparation of consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  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  properties.  These  factors  include  changes  in  the  national,
regional and local economic climate; local conditions,  such as an oversupply of
multifamily  properties;  competition from other available  multifamily property
owners and changes in market rental rates.  Any adverse changes in these factors
could cause an impairment in the Partnership's assets.

Revenue Recognition

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

Item 7.     Financial Statements


FOX STRATEGIC HOUSING INCOME PARTNERS

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

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

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

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

      Notes to Consolidated Financial Statements

                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Fox Strategic Housing Income Partners


We have audited the  accompanying  consolidated  balance  sheet of Fox Strategic
Housing Income  Partners as of December 31, 2002,  and the related  consolidated
statements of operations, changes in partners' (deficit) capital, and cash flows
for each of the two years in the period ended December 31, 2002. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with 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 Fox Strategic
Housing Income  Partners at December 31, 2002, and the  consolidated  results of
its  operations and its cash flows for each of the two years in the period ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States.



                                                           /s/ ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003

                      FOX STRATEGIC HOUSING INCOME PARTNERS
                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002


<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 327
   Receivables and deposits                                                      53
   Other assets                                                                 179
   Investment properties (Notes B and E):
       Land                                                  $ 3,119
       Buildings and related personal property                 19,481
                                                               22,600
       Less accumulated depreciation                           (9,920)       12,680
                                                                           $ 13,239
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                           $ 8
   Tenant security deposit liabilities                                           39
   Accrued property taxes                                                       185
   Due to Managing General Partner (Note D)                                     272
   Other liabilities                                                            185
   Mortgage notes payable (Note B)                                            9,946

Partners' (Deficit) Capital
   General partner                                             $ (304)
   Limited partners (26,111 units issued and
      Outstanding)                                              2,908         2,604
                                                                           $ 13,239

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                      FOX STRATEGIC HOUSING INCOME PARTNERS

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


                                                              Years Ended
                                                              December 31,
                                                          2002          2001
Revenues:
   Rental income                                         $ 2,846      $ 2,919
   Other income                                              183          185
   Casualty gain (Note F)                                     24           --
      Total revenues                                       3,053        3,104

Expenses:
   Operating                                                 942        1,071
   General and administrative                                296          337
   Depreciation                                              771          746
   Interest                                                  691          703
   Property taxes                                            283          312
      Total expenses                                       2,983        3,169

Net income (loss) (Note C)                                $ 70         $ (65)

Net income allocated to general partner                   $ 14          $ --

Net income (loss) allocated limited partners                  56          (65)
                                                          $ 70         $ (65)

Net income (loss) per limited partnership unit           $ 2.14       $ (2.49)

Distributions per limited partnership unit               $ 17.43      $ 32.55


            See Accompanying Notes to Consolidated Financial Statements

                      FOX STRATEGIC HOUSING INCOME PARTNERS

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



<TABLE>
<CAPTION>


                                        Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            26,111        $ --      $26,111    $26,111

Partners' (deficit) capital at
  December 31, 2000                       26,111       $ (291)    $ 4,222    $ 3,931

Distributions to partners                     --          (17)       (850)      (867)

Net loss for the year ended
  December 31, 2001                           --           --         (65)       (65)

Partners' (deficit) capital at
  December 31, 2001                       26,111         (308)      3,307       2,999

Distributions to partners                     --          (10)       (455)      (465)

Net income for the year ended
  December 31, 2002                           --           14          56         70

Partners' (deficit) capital at
  December 31, 2002                       26,111       $ (304)    $ 2,908     $ 2,604


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                      FOX STRATEGIC HOUSING INCOME PARTNERS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     Years Ended
                                                                    December 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                           <C>          <C>
   Net income (loss)                                          $    70      $   (65)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
     Depreciation                                                 771          746
     Casualty gain                                                (24)          --
     Amortization of loan costs                                    26           28
     Change in accounts:
      Receivables and deposits                                     (4)           8
      Other assets                                                 (2)           4
      Accounts payable                                            (92)          58
      Tenant security deposit liabilities                          (4)          (6)
      Accrued property taxes                                      (10)          22
      Due to Managing General Partner                              20           48
      Other liabilities                                            24           40

         Net cash provided by operating activities                775          883

Cash flows from investing activities:
   Property improvements and replacements                        (211)        (320)
   Net withdrawals from restricted escrows                         --           50
   Insurance proceeds received                                     46           --

         Net cash used in investing activities                   (165)        (270)

Cash flows from financing activities:
   Payments on mortgage notes payable                            (142)        (134)
   Distributions to partners                                     (465)        (867)
   Advances from affiliate                                         --           69
   Repayment of advances from affiliate                            --          (69)

         Net cash used in financing activities                   (607)      (1,001)

Net increase (decrease) in cash and cash equivalents                3         (388)
Cash and cash equivalents at beginning of year                    324          712
Cash and cash equivalents at end of year                      $   327      $   324
Supplemental disclosure of cash flow information:
   Cash paid for interest                                     $   666      $   675

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>



                      FOX STRATEGIC HOUSING INCOME PARTNERS

                     Notes To Consolidated Financial Statements

                                December 31, 2002

Note A - Organization and Significant Accounting Policies

Organization:  Fox  Strategic  Housing  Income  Partners (the  "Partnership"  or
"Registrant") is a limited partnership  organized under the laws of the State of
California  to operate and hold  income-producing  properties.  The  Partnership
currently owns two apartment buildings, one located in Atlanta, Georgia, and one
located in Westlake,  Ohio. Fox Partners VIII, a California general partnership,
is the general partner of the Partnership.  The general partners of Fox Partners
VIII are Fox Capital  Management  Corporation  ("FCMC" or the "Managing  General
Partner"),  a  California  corporation,  and Fox  Realty  Investors  ("FRI"),  a
California  general  partnership.  The Managing General Partner and the managing
general  partner of FRI are  affiliates of Apartment  Investment  and Management
Company ("AIMCO"),  a publicly traded real estate investment trust. The director
and officers of the Managing General Partner also serve as executive officers of
AIMCO. The Partnership  Agreement  provides that the Partnership is to terminate
on December 31, 2025 unless  terminated  earlier in accordance with the terms of
the Partnership  Agreement.  The Partnership was organized in 1984 and commenced
operations in 1987. The capital  contributions of $26,111,000  ($1,000 per unit)
were  made by the  limited  partners  including  one  limited  partnership  unit
purchased by an affiliate of FCMC.

Principles of Consolidation:  The consolidated  financial statements include the
statements  of the  Partnership  and Westlake East  Associates,  L.P., a limited
partnership in which the Partnership owns a 99% interest. The general partner of
Westlake East Associates, L.P. may be removed by the Registrant; therefore, this
partnership is controlled and  consolidated by the  Registrant.  All significant
interpartnership transactions and balances have been eliminated.

Allocations to Partners:  Net income, net loss, and distributions of cash of the
Partnership  are allocated  between  general and limited  partners in accordance
with the provisions of the Partnership Agreement.

In accordance with the Partnership Agreement,  the Partnership's net losses were
allocated  100% to the  general  partner  until the  cumulative  loss  allocated
equaled  cumulative  income  allocated  to the  general  partner  subsequent  to
December 31, 1991.  This level was reached in 1996;  thereafter,  the net losses
have been  allocated 100% to the limited  partners until their capital  accounts
are zero.  For the year ended  December 31, 2001 the net loss has been allocated
100% to the limited partners and for the year ended December 31, 2002, the first
20% of the  Partnership's  net income has been allocated to the general  partner
and  the  remaining  80%  has  been  allocated  to the  limited  partners  until
cumulative income is equal to 2.0408% of the total Original Invested Capital. In
addition,  two  percent  of cash  distributions  are  allocated  to the  general
partner.

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("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 values
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 to
maturity, approximates its carrying balance.

Investment Properties:  Investment properties consist of two apartment complexes
and are  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 SFAS No. 144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets", the Partnership records impairment
losses on  long-lived  assets used in operations  when events and  circumstances
indicate  that the assets  might be  impaired  and the  undiscounted  cash flows
estimated to be generated by those assets are less than the carrying  amounts of
those assets.  No adjustments for impairment of value were recorded in the years
ended December 31, 2002 or 2001.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the investment properties 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 alternative  depreciation  system is used for  depreciation of (1)
real property over 40 years and (2) personal property additions over 5-20 years.

Cash and Cash Equivalents: Includes cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately   $287,000  that  are  maintained  by  an
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

Leases:   The  Partnership   generally  leases  apartment  units  for  terms  of
twelve-months or less. The Partnership recognizes income as earned on its leases
and fully reserves all balances  outstanding over thirty days. In addition,  the
Managing  General  Partner's  policy  is  to  offer  rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Loan Costs: Loan costs of approximately $278,000, less accumulated  amortization
of approximately  $118,000, are included in other assets and are being amortized
on a straight-line method over the lives of the loans.  Amortization expense for
the year ended December 31, 2002 was approximately $26,000. Amortization expense
is expected to be approximately $28,000 for each of the years 2003 through 2007.

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

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"   established   standards  for  the  way  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 establishes  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.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $54,000  and  $78,000  for the years ended
December 31, 2002 and 2001,  respectively,  were charged to operating expense as
incurred.

Uses 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.

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

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal  years  beginning  after  May 15,  2002.  Effective  April 1,  2002,  the
Partnership adopted SFAS 145. The adoption did not have a material effect on the
financial position or results of operations of the Partnership.

Note B - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                          Principal     Monthly                           Principal
                         Balance At     Payment    Stated                  Balance
                        December 31,   Including  Interest    Maturity     Due At
       Property             2002       Interest     Rate        Date      Maturity
                             (in thousands)                             (in thousands)

<S>                        <C>           <C>        <C>       <C>   <C>    <C>
Barrington Place           $ 4,642       $ 31       6.65%     08/01/08     $ 4,178

Wood View                    5,304         36       6.64%     08/01/08       4,774

Totals                     $ 9,946        $ 67                             $ 8,952
</TABLE>

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's  rental  properties  and by pledge of revenues from the respective
apartment properties.  The notes require prepayment penalties if repaid prior to
maturity.   Further,  the  properties  may  not  be  sold  subject  to  existing
indebtedness.

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

                               2003        $   152
                               2004            163
                               2005            174
                               2006            186
                               2007            198
                            Thereafter       9,073
                                           $ 9,946

Note C - Income Taxes

The  Partnership is 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 net income  (loss) as  reported  in the
consolidated  financial  statements  and Federal  taxable loss  allocated to the
partners in the  Partnership's  information  return for the years ended December
31, 2002 and 2001 (in thousands, except per unit data):

                                                       2002          2001
              Net income (loss) as reported          $    70       $   (65)
              Add (deduct):
                Depreciation differences                 (69)          (80)
                Other                                     (6)           60
              Federal taxable loss                   $    (5)      $   (85)

              Federal taxable loss per
                limited partnership unit             $  (.20)      $ (3.14)

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

Net assets as reported                               $ 2,604
  Land and buildings                                     141
  Accumulated depreciation                              (834)
  Syndication and distribution costs                     757
  Other                                                  188
Net assets - Federal tax basis                       $ 2,856

Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from both of the  Partnership's  investment  properties as compensation
for  providing  property  management  services.  The  Partnership  paid  to such
affiliates  approximately $155,000 and $167,000 for the years ended December 31,
2002 and 2001, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $172,000 and
$163,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in general and administrative expenses.

In addition,  the Managing  General  Partner  earned  approximately  $35,000 and
$75,000 in Partnership  Management fees on distributions  from operations during
the years ended December 31, 2002 and 2001, respectively, of which approximately
$24,000 and $45,000,  respectively,  was  subordinated to the Limited  Partner's
annual  receipt  of  8%  of  Adjusted  Investment  Capital  as  defined  in  the
Partnership  Agreement.  The Partnership management fees are included in general
and  administrative  expenses.  Such  cumulative  subordinated  fees owed to the
Managing  General  Partner  at  December  31,  2002  amounted  to  approximately
$272,000.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership  $69,000 during the year ended December
31, 2001 to fund operating  expenses at Wood View  Apartments.  This advance was
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no such loans
from the Managing General Partner or associated interest expense during the year
ended December 31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties 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 properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31,  2002  and  2001,   AIMCO  and  its  affiliates   charged  the   Partnership
approximately $46,000 and $18,000, 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 10,621 limited  partnership  units
(the "Units") in the Partnership representing 40.68% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
40.68% of the  outstanding  Units,  AIMCO is in a position to  influence  voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Note E - Real Estate and Accumulated Depreciation

                                                     Initial Cost
                                                    To Partnership
                                                    (in thousands)

<TABLE>
<CAPTION>

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

<S>                             <C>             <C>           <C>              <C>
Barrington Place                $ 4,642         $ 1,152       $10,180          $   715

Wood View Apartments              5,304           1,981         7,366            1,206

Totals                          $ 9,946         $ 3,133       $17,546          $ 1,921
</TABLE>


                     Gross Amount At Which
                            Carried
                     At December 31, 2002
                       (in thousands)
<TABLE>
<CAPTION>

                           Buildings
                              And
                            Related
                            Personal          Accumulated    Year of      Date    Depreciable
   Description      Land    Property   Total  Depreciation Construction Acquired Life-Years
                                             (in thousands)
<S>                <C>      <C>       <C>       <C>          <C>       <C>        <C>
Barrington Place   $ 1,138  $10,909   $12,047   $ 5,460      1989      07/89      5-30

Wood View            1,981    8,572    10,553     4,460      1982      09/87      5-30

     Totals        $ 3,119  $19,481   $22,600   $ 9,920
</TABLE>

Reconciliation of "real estate and accumulated depreciation" (in thousands):

                                              Years Ended December 31,
                                                 2002          2001

Real Estate

Balance at beginning of year                    $22,428       $22,108
    Property improvements                           211           320
    Disposals of property                           (39)           --

Balance at end of year                          $22,600       $22,428

Accumulated Depreciation

Balance at beginning of year                    $ 9,166       $ 8,420
    Additions charged to expense                    771           746
    Disposals of property                           (17)           --

Balance at end of year                          $ 9,920       $ 9,166

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $22,740,000  and  $22,576,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2002 and 2001,  is  approximately  $10,754,000  and  $9,913,000,
respectively.

Note F - Casualty

During  2002 a net  casualty  gain of  approximately  $24,000  was  recorded  at
Barrington  Place  Apartments  relating to water damage that  occurred in August
2002. This gain was the result of insurance  proceeds  received of approximately
$46,000 and the write-off of the net book value of the destroyed assets totaling
approximately $22,000.

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this  litigation.  If the  Court  grants  preliminary  approval  of the
proposed settlement in March, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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

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

            None.

                                    PART III

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

The general partner of Fox Strategic Housing Income Partners (the  "Partnership"
or the  "Registrant") is Fox Partners VIII. The general partners of Fox Partners
VIII are Fox Capital  Management  Corporation  ("FCMC" or the "Managing  General
Partner") and Fox Realty  Investors  ("FRI").  The names and ages of, as well as
the position and offices held by, the present  executive  officers and directors
of the  Managing  General  Partner  are set  forth  below.  There  are no family
relationships between or among any officers or directors.

Name                        Age    Position

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

Patrick J. Foye has been  Executive  Vice President and Director of the Managing
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since  May 1998,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

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

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

One or more of the above persons are also director  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
director 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 Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing 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 Managing  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 consolidated financial statements.

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

The executive  officers and director of the Managing  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 Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $32,000  and  non-audit  services
(principally tax-related) of approximately $14,000.

Item 10. Executive Compensation

None of the directors and officers of the Managing  General Partner received any
remuneration from the Registrant.

Item 11. Security Ownership of Certain Beneficial Owners and Management

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

Entity                                   Number of Units     Percentage

IPLP Acquisition I LLC ("IPLP LLC")
   (an affiliate of AIMCO)                    3,919            15.01%
Insignia Properties LP ("IPLP")
   (an affiliate of AIMCO)                      213              .82%
AIMCO Properties LP
   (an affiliate of AIMCO)                    6,489            24.85%

IPLP  Acquisition  I LLC and Insignia  Properties LP are  indirectly  ultimately
owned by AIMCO.  Their  business  address is 55 Beattie  Place,  Greenville,  SC
29602.

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

No  director or officer of FCMC owns any Units of the  Partnership  of record or
beneficially.

Item 12. Certain Relationships and Related Transactions

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from both of the  Partnership's  investment  properties as compensation
for  providing  property  management  services.  The  Partnership  paid  to such
affiliates  approximately $155,000 and $167,000 for the years ended December 31,
2002 and 2001, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $172,000 and
$163,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in general and administrative expenses.

In addition,  the Managing  General  Partner  earned  approximately  $35,000 and
$75,000 in Partnership  Management fees on distributions  from operations during
the years ended December 31, 2002 and 2001, respectively, of which approximately
$24,000 and $45,000,  respectively,  was  subordinated to the Limited  Partner's
annual  receipt  of  8%  of  Adjusted  Investment  Capital  as  defined  in  the
Partnership  Agreement.  The Partnership management fees are included in general
and  administrative  expenses.  Such  cumulative  subordinated  fees owed to the
Managing  General  Partner  at  December  31,  2002  amounted  to  approximately
$272,000.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership  $69,000 during the year ended December
31, 2001 to fund operating  expenses at Wood View  Apartments.  This advance was
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no such loans
from the Managing General Partner or associated interest expense during the year
ended December 31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties 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 properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31,  2002  and  2001,   AIMCO  and  its  affiliates   charged  the   Partnership
approximately $46,000 and $18,000, 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 10,621 limited  partnership  units
(the "Units") in the Partnership representing 40.68% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
40.68% of the  outstanding  Units,  AIMCO is in a position to  influence  voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibits:

      See attached Exhibit Index

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

      None.

Item 14.   Controls and Procedures

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

                                   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.


                                    FOX STRATEGIC HOUSING INCOME PARTNERS
                                    (a California Limited Partnership)

                                    By:   FOX PARTNERS VIII
                                          Its General Partner

                                    By:   Fox Capital Management Corporation
                                          Its Managing General Partner


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


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

                                    Date: March 28, 2003


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

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



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

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed  this annual  report on Form 10-KSB of Fox Strategic  Housing
Income Partners;


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


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


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


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


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


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


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


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


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


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


Date: March 28, 2003

                            /s/Patrick J. Foye
                            Patrick J. Foye
                            Executive Vice  President of Fox Capital  Management
                            Corporation,   equivalent  of  the  chief  executive
                            officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed  this annual  report on Form 10-KSB of Fox Strategic  Housing
Income Partners;


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


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


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


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


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


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


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


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


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


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


Date: March 28, 2003

                       /s/Paul J. McAuliffe
                       Paul J. McAuliffe
                       Executive Vice President and Chief  Financial  Officer of
                       Fox Capital  Management  Corporation,  equivalent  of the
                       chief financial officer of the Partnership

                                  EXHIBIT INDEX

      2.1   Agreement  and Plan of Merger  dated as of October  1, 1998,  by and
            between  AIMCO and IPT;  incorporated  by reference to  Registrant's
            Current Report on Form 8-K dated October 1, 1998.

      3.1   Agreement  of Limited  Partnership,  incorporated  by  reference  to
            Exhibit A to the Prospectus of the Partnership dated March 24, 1987,
            and   thereafter   supplemented,   included   in  the   Registrant's
            Registration Statement on Form S-11 (Reg. No. 33-8481).

      10.1* Repair Escrow  Agreement dated July 30, 1998,  between Fox Strategic
            Housing  Income  Partners,  a California  limited  partnership,  and
            Newport Mortgage Company, L.P., a Texas limited partnership, related
            to the refinancing of debt on Wood View Apartments.

      10.2* Replacement  Reserve  Agreement  dated July 30,  1998,  between  Fox
            Strategic Housing Income Partners, a California limited partnership,
            and Newport  Mortgage  Company,  L.P., a Texas limited  partnership,
            related to the refinancing of debt on Wood View Apartments.

      10.3* Multi-Family  Note  dated  July  30,  1998,  between  Westlake  East
            Associates Limited  Partnership,  an Ohio limited  partnership,  and
            Newport Mortgage Company, L.P., a Texas limited partnership, related
            to the refinancing of debt on Barrington Place Apartments.

      10.4* Repair Escrow  Agreement dated July 30, 1998,  between Fox Strategic
            Housing  Income  Partners,  a California  limited  partnership,  and
            Newport Mortgage Company, L.P., a Texas limited partnership, related
            to the refinancing of debt on Barrington Place Apartments.

      10.5* Replacement  Reserve  Agreement  dated July 30,  1998,  between  Fox
            Strategic Housing Income Partners, a California limited partnership,
            and Newport  Mortgage  Company,  L.P., a Texas limited  partnership,
            related to the refinancing of debt on Barrington Place Apartments.

      10.6* Multi-Family Note dated July 30, 1998, between Fox Strategic Housing
            Income  Partners,  a  California  limited  partnership,  and Newport
            Mortgage Company, L.P., a Texas limited partnership,  related to the
            refinancing of debt on Wood View Apartments.

      99    Certification of Chief Executive Officer and Chief Financial Officer

            *Filed as Exhibits 10.1 through 10.6, respectively, to Form 10-QSB -
            Quarterly  or  Transitional  Report  filed on November  12, 1998 and
            incorporated herein by reference.

Exhibit 99


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



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

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

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



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


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

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