SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                 For the fiscal year ended December 31, 2004

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

             For the transition period from _________to _________

                         Commission file number 0-16877

                      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.  $1,351,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2004. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.  Description of Business

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"), a California general
partnership, 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 one  apartment  complex (see "Item 2.
Description of Property").  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  property.  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  property  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  property, or restrict renovations of the property.  Noncompliance
with these laws could result in the  imposition  of fines or an award of damages
to  private  litigants  and  also  could  result  in an  order  to  correct  any
non-complying  feature,  which could result in substantial capital expenditures.
Although the Managing General Partner believes that the  Partnership's  property
is  substantially in compliance with present  requirements,  the Partnership may
incur unanticipated expenses to comply with the ADA and the FHAA.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
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.

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

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

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

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

Item 2.  Description of Property:

The following table sets forth the Partnership's investment in property:
<TABLE>
<CAPTION>

                                     Date of
Property                            Purchase       Type of Ownership          Use

<S>                                   <C>
Wood View Apartments                  9/87    Fee ownership, subject      Apartment
  Atlanta, Georgia                            to a first mortgage         180 units
</TABLE>

On December 16, 2003, Barrington Place Apartments was sold to a third party. The
Partnership  realized a gain on the sale of investment property of approximately
$3,558,000  during the fourth quarter of 2003. The Partnership also recognized a
loss on the early extinguishment of debt of approximately $59,000 as a result of
the write off of unamortized  loan costs which is included in income (loss) from
discontinued operations.

Schedule of Property:

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

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

<S>                          <C>           <C>        <C>                    <C>
Wood View Apartments         $10,861       $ 5,205    5-30 yrs    S/L        $ 5,235
</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 Partnership's property.
<TABLE>
<CAPTION>

                           Principal                                      Principal
                           Balance At    Stated                            Balance
                          December 31,  Interest   Period     Maturity     Due At
        Property              2004        Rate    Amortized     Date    Maturity (1)
                         (in thousands)                                 (in thousands)

<S>                         <C>          <C>      <C>          <C> <C>     <C>
Wood View Apartments        $ 5,129      6.64%    30 years     8/1/08      $ 4,774
</TABLE>

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

Rental Rates and Occupancy:

Average annual rental rates and occupancy for 2004 and 2003 for the property:

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

 Wood View Apartments           $ 7,804      $ 8,280      93%      91%

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

Real Estate Taxes and Rates:

Real estate taxes and rates in 2004 for the property were:

                                                 2004            2004
                                                Billing          Rate
                                            (in thousands)

Wood View Apartments                             $ 124           2.99%

Capital Improvements:

Wood View Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$105,000 of capital improvements at Wood View Apartments primarily consisting of
floor  covering and appliance  replacements,  wall covering  upgrades,  lighting
improvements and parking lot resurfacing.  These  improvements  were funded from
operating cash flow. The Partnership regularly evaluates the capital improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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
at least one round of tender offers 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 provided 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.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

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

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, 2004.

                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The  Partnership  offered and sold 26,111 Limited  Partnership  Units  ("Units")
aggregating  $26,111,000.  As of December  31,  2004,  there were 818 holders of
record owning an aggregate of 26,111 Units.  Affiliates of the Managing  General
Partner  owned  11,669  Units or 44.69% as of  December  31,  2004.  There is no
intention to sell additional Units nor is there an established  market for these
Units.

The Partnership distributed the following amounts during the year ended December
31, 2004 and 2003 (in thousands except per unit data):
<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit

<S>  <C>               <C>              <C>              <C>               <C>
Sale (1)               $5,197           $193.10          $   --            $   --
</TABLE>

(1)   From the sale  proceeds  of  Barrington  Place  Apartments  which  sold in
      December 2003.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  and the timing of the debt maturity,  refinancing  and/or  property
sale. The Partnership's cash available for distribution is reviewed on a monthly
basis.  There can be no assurance,  however,  that the Partnership will generate
sufficient funds from operations  after required capital  expenditures to permit
any distributions to its partners during 2005 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 11,669  Units in the  Partnership
representing  44.69% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  In this regard,  on February 16, 2005, an affiliate
of AIMCO  commenced  a tender  offer to  purchase  any and all of the  remaining
partnership  interests  for a  purchase  price of $161.34  per unit.  This offer
expires on March 28, 2005.  Pursuant to the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  44.69% of the  outstanding
Units,  AIMCO and its  affiliates  are in a  position  to  influence  all voting
decisions with respect to the Partnership. 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  recognized a net loss for the year ended  December 31, 2004 of
approximately  $216,000  compared to net income of approximately  $3,157,000 for
the year ended  December 31, 2003. The decrease in net income for the year ended
December 31, 2004 is largely due to activity  related to the sale of  Barrington
Place Apartments in December 2003 as discussed below.

On December 16, 2003, Barrington Place Apartments was sold to a third party. The
Partnership  realized a gain on the sale of investment property of approximately
$3,558,000  during the fourth quarter of 2003. The Partnership also recognized a
loss on the early extinguishment of debt of approximately $59,000 as a result of
the write off of unamortized  loan costs which is included in income (loss) from
discontinued   operations.   During  the  year  ended  December  31,  2004,  the
Partnership  recognized  income from  discontinued  operations of  approximately
$62,000  due to a reduction  in the  estimated  costs  related to the sale and a
property tax refund.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying  consolidated  statement of operations  for the year ended December
31, 2003  reflects the  operations  of Barrington  Place  Apartments,  a loss of
approximately  $122,000, as loss from discontinued operations including revenues
of approximately $1,363,000.

The Partnership  recognized a loss from continuing operations for the year ended
December 31, 2004 of approximately  $278,000  compared to a loss from continuing
operations of  approximately  $279,000 for the year ended December 31, 2003. The
slight decrease in loss from continuing operations is due to a decrease in total
expenses largely offset by a decrease in total revenues.

The  decrease  in total  expenses  for the year ended  December  31, 2004 is the
result of a decrease in general and administrative  expenses partially offset by
an increase in operating  expenses.  Operating  expenses  increased for the year
ended  December  31,  2004  primarily  due  to  increases  in  maintenance   and
administrative  expenses.  Maintenance  expense  increased  primarily  due to an
increase in parts and supplies  expenses  and  interior  and  exterior  building
repairs  partially  offset  by a  decrease  in  contract  services  at Wood View
Apartments.  The increase in  administrative  expenses is primarily due to a fee
related to an appeal of the property taxes at Wood View Apartments.

The  decrease  in  general  and  administrative  expenses  during the year ended
December  31,  2004 is  primarily  due to a  decrease  in the costs of  services
included in the management  reimbursements  to the Managing  General  Partner as
allowed under the Partnership  Agreement,  a decrease in asset  management fees,
due to the sale of Barrington  Place  Apartments in December 2003, a decrease in
professional  fees  associated  with managing the  Partnership and reduced costs
associated  with the annual audit required by the Partnership  Agreement.  Costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies are also included in general and administrative expenses for
the year ended December 31, 2004.

The decrease in total  revenues for the year ended December 31, 2004 is due to a
decrease in rental income partially  offset by an increase in other income.  The
decrease in rental income is due to a decrease in the average rental rate and an
increase in bad debt  expense  partially  offset by an increase in  occupancy at
Wood View  Apartments.  The increase in other income for the year ended December
31, 2004 is primarily due to an increase in lease  cancellation fees and utility
reimbursements at Wood View Apartments.

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on the mortgage loan,  costs incurred to operate the investment  property,
general economic conditions and weather. As part of the ongoing business plan of
the  Partnership,  the  Managing  General  Partner  monitors  the rental  market
environment of its investment  property to assess the  feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expenses.  As part of this plan, the 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,   the  Managing  General  Partner  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions,
accordingly,  there is no guarantee  that the Managing  General  Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the Partnership,  such as the local economic climate and weather, can
adversely or positively affect the Partnership's financial results.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately $54,000 compared to approximately $5,413,000 at December 31, 2003.
The decrease in cash and cash  equivalents  of  approximately  $5,359,000  since
December 31, 2003 is primarily due to  approximately  $5,160,000 of cash used in
financing  activities,  and to a lesser extent due to  approximately  $92,000 of
cash used in investing  activities  and  approximately  $107,000 of cash used in
operating   activities.   Cash  used  in  financing   activities   consisted  of
distributions  paid  to the  partners  and  payments  of  principal  made on the
mortgage  encumbering the  Partnership's  property  partially offset by advances
from an  affiliate  of the  Managing  General  Partner.  Cash used in  investing
activities consisted of property improvements and replacements.  The Partnership
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating  needs of the Partnership and to comply with Federal,  state
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  The Partnership  regularly evaluates the
capital improvement needs of the property. While the Partnership has no material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated  during 2005. The capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property. Capital expenditures will be incurred only if cash is
available  from  operations  or from  Partnership  reserves.  To the extent that
capital improvements are completed the Partnership's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering the Partnership's property of approximately $5,129,000
is amortized over 360 months with a balloon payment of approximately  $4,774,000
due on August 1, 2008.  The Managing  General  Partner will attempt to refinance
such  indebtedness  and/or sell the property prior to such maturity date. If the
property  cannot  be  refinanced  and/or  sold  for  a  sufficient  amount,  the
Partnership will risk losing such property through foreclosure.

The Partnership distributed the following amounts during the year ended December
31, 2004 and 2003 (in thousands except per unit data):
<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit

<S>  <C>               <C>              <C>              <C>               <C>
Sale (1)               $5,197           $193.10          $   --            $   --
</TABLE>

(1)   From the sale  proceeds  of  Barrington  Place  Apartments  which  sold in
      December 2003.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  and the timing of the debt maturity,  refinancing  and/or  property
sale. The Partnership's cash available for distribution is reviewed on a monthly
basis.  There can be no assurance,  however,  that the Partnership will generate
sufficient funds from operations  after required capital  expenditures to permit
any distributions to its partners during 2005 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 11,669 limited  partnership  units
(the "Units") in the Partnership representing 44.69% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
16, 2005, an affiliate of AIMCO commenced a tender offer to purchase any and all
of the remaining partnership interests for a purchase price of $161.34 per unit.
This offer  expires on March 28, 2005.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  44.69%  of the
outstanding  Units,  AIMCO and its affiliates are in a position to influence all
voting decisions with respect to the Partnership.  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

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  property.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any  adverse  changes  in  these  factors  could  cause  an  impairment  in  the
Partnership's assets.

Revenue Recognition

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

Item 7.     Financial Statements


FOX STRATEGIC HOUSING INCOME PARTNERS

LIST OF FINANCIAL STATEMENTS


      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

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

      Consolidated  Statements  of Changes in Partners'  (Deficiency)  Capital -
      Years ended December 31, 2004 and 2003

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

      Notes to Consolidated Financial Statements





           Report of Independent Registered Public Accounting Firm


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, 2004,  and the related  consolidated
statements of operations,  changes in partners'  (deficiency)  capital, and cash
flows for each of the two years in the period ended  December  31,  2004.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

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



                                                         /s/ ERNST & YOUNG LLP



Greenville, South Carolina
March 21, 2005

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

                                December 31, 2004
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 54
   Receivables and deposits                                                     210
   Other assets                                                                 101
   Investment property (Notes B and F):
       Land                                                  $ 1,981
       Buildings and related personal property                  8,880
                                                               10,861
       Less accumulated depreciation                           (5,205)        5,656
                                                                            $ 6,021
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 52
   Tenant security deposit liabilities                                           23
   Due to affiliate (Note D)                                                    411
   Other liabilities                                                             58
   Mortgage note payable (Note B)                                             5,129

Partners' (Deficiency) Capital
   General partner                                             $ (30)
   Limited partners (26,111 units issued and
      outstanding)                                                378           348
                                                                            $ 6,021

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                      FOX STRATEGIC HOUSING INCOME PARTNERS

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

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2004         2003

Revenues:
<S>                                                             <C>          <C>
   Rental income                                                $ 1,188      $ 1,292
   Other income                                                     163          130
         Total revenues                                           1,351        1,422

Expenses:
   Operating                                                        601          581
   General and administrative                                       165          263
   Depreciation                                                     379          366
   Interest                                                         361          367
   Property taxes                                                   123          124
         Total expenses                                           1,629        1,701

Loss from continuing operations                                    (278)        (279)
Income (loss) from discontinued operations (Notes A and E)           62         (122)
Gain on sale of discontinued operations (Note E)                     --        3,558
         Net (loss) income                                       $ (216)     $ 3,157

Net (loss) income allocated to general partners                   $ (4)       $ 433
Net income allocated to limited partners                           (212)       2,724
         Net (loss) income (Note C)                              $ (216)     $ 3,157

Per Limited Partnership Unit:
   Loss from continuing operations                              $(10.45)     $ (9.38)
   Loss from discontinued operations                               2.33        (4.06)
   Gain on sale of discontinued operations                           --       117.76

Net income per limited partnership unit                         $ (8.12)     $104.32

Distributions per limited partnership unit                      $193.10       $ --

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                      FOX STRATEGIC HOUSING INCOME PARTNERS

     CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) 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' (deficiency) capital at
  December 31, 2002                          26,111         (304)      2,908       2,604

Net income for the year ended
  December 31, 2003                              --          433       2,724      3,157

Partners' capital at
  December 31, 2003                          26,111       $ 129      $ 5,632     $ 5,761

Distributions to partners                        --         (155)     (5,042)   (5,197)

Net loss for the year ended
  December 31, 2004                              --           (4)       (212)      (216)

Partners' (deficiency) capital at
  December 31, 2004                          26,111       $ (30)      $ 378       $ 348

         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,
                                                                      2004         2003
Cash flows from operating activities:
<S>                                                               <C>           <C>
   Net (loss) income                                              $  (216)      $ 3,157
   Adjustments to reconcile net (loss) income to net cash
     (used in) provided by operating activities:
     Depreciation                                                     379           771
     Gain on sale of discontinued operations                           --        (3,558)
     Loss on early extinguishment of debt of discontinued
       operations                                                      --            59
     Amortization of loan costs                                        15            30
     Change in accounts:
      Receivables and deposits                                       (116)          (41)
      Other assets                                                      1           (27)
      Accounts payable                                                (95)           25
      Tenant security deposit liabilities                              --           (16)
      Accrued property taxes                                           --          (185)
      Due to affiliate                                                (15)           30
      Other liabilities                                               (60)          (67)
         Net cash (used in) provided by operating activities         (107)          178

Cash flows from investing activities:
   Net proceeds from sale of investment property                       --         5,331
   Property improvements and replacements                             (92)         (264)
         Net cash (used in) provided by investing
           activities                                                 (92)        5,067

Cash flows from financing activities:
   Advances from affiliates                                           124            --
   Payments on mortgage notes payable                                 (87)         (159)
   Distributions to partners                                       (5,197)           --
         Net cash used in financing activities                     (5,160)         (159)

Net (decrease) increase in cash and cash equivalents               (5,359)        5,086
Cash and cash equivalents at beginning of year                      5,413           327
Cash and cash equivalents at end of year                          $    54       $ 5,413
Supplemental disclosure of cash flow information:
   Cash paid for interest                                         $   344       $   698
Supplemental disclosure of non-cash flow information:
   Property improvements and replacements in accounts payable     $    13       $    --
   Assumption of Barrington Place Apartment's mortgage
     by purchaser                                                 $    --       $ 4,571

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      FOX STRATEGIC HOUSING INCOME PARTNERS

                  Notes To Consolidated Financial Statements

                                December 31, 2004

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 one apartment complex, located in Atlanta,  Georgia. 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 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.

Basis of  Presentation:  In accordance  with  Statement of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets",  the accompanying  consolidated  statement of operations for
the year ended  December 31, 2003 reflects the  operations  of Barrington  Place
Apartments,  a  loss  of  approximately  $122,000,  as  loss  from  discontinued
operations including revenues of approximately $1,363,000.

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  Partnership;  therefore,
this  partnership  is  controlled  and  consolidated  by  the  Partnership.  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 income in
any year is allocated 20% to the general partner and 80% to the limited partners
until the general  partner is allocated  2.0408% of the total Original  Invested
Capital or approximately  $533,000. For the year ended December 31, 2003, 20% of
the  Partnership's  net income was allocated to the general  partner and 80% was
allocated  to the limited  partners  until  cumulative  income  allocated to the
general partner reached 2.0408% of the total Original  Invested  Capital.  Next,
the remaining unallocated income was allocated 1% to the general partner and 99%
to the limited partners until the limited partners were returned the syndication
costs  deducted  from their  capital  account  of  approximately  $757,000.  The
remaining  unallocated income was allocated 2% to the general partner and 98% to
the  limited  partners.  For the  year  ended  December  31,  2004,  100% of the
Partnership's  net loss was  allocated 2% to the general  partner and 98% to the
limited partners.  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 Partnership  estimates
the fair value of its long term debt by  discounting  future  cash flows using a
discount rate commensurate  with that currently  believed to be available to the
Partnership for similar term, fully amortizing long term debt. The fair value of
the Partnership's  long term debt, after discounting the scheduled loan payments
to maturity, approximates its carrying balance.

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

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2004 or
2003.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the rental property and personal property. For Federal income
tax purposes,  the  accelerated  cost recovery  method is used for real property
over 19 years for additions  after May 8, 1985 and before  January 1, 1987. As a
result of the Tax Reform Act of 1986, for additions after December 31, 1986, the
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: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured deposits.  Cash balances include approximately $47,000 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 twelve-month terms
or less. The Partnership will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

Deferred Costs: At December 31, 2004, loan costs of approximately $153,000, less
accumulated amortization of approximately $97,000, are included in other assets.
The loan  costs  are  amortized  over the term of the  related  loan  agreement.
Amortization  expense  for the  years  ended  December  31,  2004  and  2003 was
approximately  $15,000  and  $30,000,  respectively.   Amortization  expense  is
expected to be approximately $15,000 for each of the years 2005 through 2007 and
approximately $10,000 for 2008.

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

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  expense of  approximately  $45,000  and $76,000 for the years ended
December 31, 2004 and 2003, respectively,  were charged to operating expense and
income (loss) from discontinued operations.

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

Note B - Mortgage Note Payable

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

                          Principal     Monthly                           Principal
                         Balance At     Payment    Stated                  Balance
                        December 31,   Including  Interest    Maturity     Due At
       Property             2004       Interest     Rate        Date      Maturity
                             (in thousands)                             (in thousands)

<S>                        <C>            <C>       <C>       <C>   <C>    <C>
Wood View Apartments       $ 5,129        $ 36      6.64%     08/01/08     $ 4,774
</TABLE>

The mortgage note payable is a fixed rate mortgage that is  non-recourse  and is
secured  by a pledge of the  Partnership's  rental  property  and by a pledge of
revenues  from the  rental  property.  The  mortgage  note  payable  includes  a
prepayment penalty if repaid prior to maturity. Further, the property may not be
sold subject to existing indebtedness.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2004 are as follows (in thousands):

                               2005         $   85
                               2006             99
                               2007            106
                               2008          4,839
                                            $5,129

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 (loss)  income as  reported  in the
consolidated financial statements and Federal taxable (loss) income allocated to
the  partners  in the  Partnership's  information  return  for the  years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):

                                                       2004          2003
              Net (loss) income as reported          $  (216)      $ 3,157
              Add (deduct):
                Depreciation differences                 (12)            2
                Sale of property                          --           388
                Other                                   (154)          (53)
              Federal taxable (loss) income          $  (382)      $ 3,494

              Federal taxable (loss) income per
                limited partnership unit             $(14.33)      $114.34

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

Net assets as reported                               $   348
  Land and buildings                                       1
  Accumulated depreciation                              (422)
  Syndication and distribution costs                     757
  Other                                                  140
Net assets - Federal tax basis                       $   824

Note D - Transactions with Affiliated Parties

The Partnership has no employees and depends 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 receive 5% of gross receipts from the
Partnership's   investment  property  as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$67,000  and  $137,000  for  the  years  ended   December  31,  2004  and  2003,
respectively,  which is included in operating  expenses  and income  (loss) from
discontinued operations.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursements of accountable administrative expenses amounting to approximately
$102,000  and  $179,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,   which  is  included  in  general  and  administrative  expenses.
Approximately  $13,000 of these  expenses  were accrued at December 31, 2004 and
are included in Due to affiliate.

In accordance with the Partnership Agreement, the Managing General Partner earns
partnership  management fees on  distributions  from  operations.  There were no
partnership  management  fees earned during the year ended December 31, 2004 and
2003 because there were no operating  distributions.  The Partnership  Agreement
requires that 62.5% of the fees earned be subordinated to the Limited  Partners'
annual receipt of 8% of adjusted  invested capital as defined in the Partnership
Agreement. The cumulative subordinated fees owed to the Managing General Partner
at December 31, 2004 amounted to approximately  $272,000 and are included in Due
to affiliate.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
advanced the Partnership  approximately $124,000 for property taxes at Wood View
Apartments  during the year ended  December  31, 2004.  Interest  accrues at the
prime rate plus 2% (7.25% at December 31,  2004) and  amounted to  approximately
$2,000 for the year ended  December 31, 2004.  At December 31, 2004, no payments
have been made on the  outstanding  loans and this advance is included in Due to
affiliate.  There were no loans from the General Partner or associated  interest
expense during the year ended December 31, 2003. Subsequent to December 31, 2004
this advance and accrued interest was repaid to the Managing General Partner.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner.

During the year ended December 31, 2004 and 2003, the Partnership was charged by
AIMCO and its affiliates  approximately $20,000 and $38,000,  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 11,669 limited  partnership  units
(the "Units") in the Partnership representing 44.69% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
16, 2005, an affiliate of AIMCO commenced a tender offer to purchase any and all
of the remaining partnership interests for a purchase price of $161.34 per unit.
The offer  expires  March  28,  2005.  Pursuant  to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  44.69%  of the
outstanding  Units,  AIMCO and its affiliates are in a position to influence all
voting decisions with respect to the Partnership.  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 - Sale of Investment Property

On December 16, 2003, Barrington Place Apartments was sold to a third party. The
Partnership  realized a gain on the sale of investment property of approximately
$3,558,000  during the fourth quarter of 2003. The Partnership also recognized a
loss on the early extinguishment of debt of approximately $59,000 as a result of
the write off of unamortized  loan costs which is included in income (loss) from
discontinued   operations.   During  the  year  ended  December  31,  2004,  the
Partnership  recognized  income from  discontinued  operations of  approximately
$62,000  due to a reduction  in the  estimated  costs  related to the sale and a
property tax refund.  Included in loss from discontinued operations for the year
ended December 31, 2003 is revenue of approximately $1,363,000.

Note F - 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>
Wood View Apartments            $ 5,129         $ 1,981       $ 7,366          $ 1,514
</TABLE>

                     Gross Amount At Which
                           Carried
                     At December 31, 2004
                       (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>
Wood View          $ 1,981  $ 8,880   $10,861   $ 5,205      1982        09/87      5-30
</TABLE>

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

                                              Years Ended December 31,
                                                 2004          2003

Real Estate
Balance at beginning of year                    $10,756       $22,600
    Property improvements                           105           264
    Sale of property                                 --       (12,108)
Balance at end of year                          $10,861       $10,756

Accumulated Depreciation
Balance at beginning of year                    $ 4,826       $ 9,920
    Additions charged to expense                    379           771
    Sale of property                                 --        (5,865)
Balance at end of year                          $ 5,205       $ 4,826

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004 and 2003,  is  approximately  $10,862,000  and  $10,761,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2004 and 2003,  is  approximately  $5,627,000  and  $5,236,000,
respectively.

Note G - Contingencies

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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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
at least one round of tender offers 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 provided 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.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

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

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

Environmental

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

Mold

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

SEC Investigation

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

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

            None.

Item 8a.    Controls and Procedures

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

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

Item 8b.    Other Information

            None.

                                    PART III

Item 9.     Directors and 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  officers  and  directors of the
Managing General Partner are set forth below. There are no family  relationships
between or among any officers or directors.

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

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

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

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

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

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

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

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

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

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

Item 10.    Executive Compensation

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, 2004.

Entity                                   Number of Units     Percentage

IPLP Acquisition I LLC ("IPLP LLC")
   (an affiliate of AIMCO)                    3,919            15.01%
AIMCO Properties IPLP, L.P.
   (an affiliate of AIMCO)                      213              .81%
AIMCO Properties L.P.
   (an affiliate of AIMCO)                    7,537            28.87%

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

AIMCO  Properties,  L.P. 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 depends 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 receive 5% of gross receipts from the
Partnership's   investment  property  as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$67,000  and  $137,000  for  the  years  ended   December  31,  2004  and  2003,
respectively,  which is included in operating  expenses  and income  (loss) from
discontinued operations.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursements of accountable administrative expenses amounting to approximately
$102,000  and  $179,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,   which  is  included  in  general  and  administrative  expenses.
Approximately  $13,000 of these  expenses  were accrued at December 31, 2004 and
are included in Due to affiliate.

In accordance with the Partnership Agreement, the Managing General Partner earns
partnership  management fees on  distributions  from  operations.  There were no
partnership  management  fees earned during the year ended December 31, 2004 and
2003 because there were no operating  distributions.  The Partnership  Agreement
requires that 62.5% of the fees earned be subordinated to the Limited  Partners'
annual receipt of 8% of adjusted  invested capital as defined in the Partnership
Agreement. The cumulative subordinated fees owed to the Managing General Partner
at December 31, 2004 amounted to approximately  $272,000 and are included in Due
to affiliate.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
advanced the Partnership  approximately $124,000 for property taxes at Wood View
Apartments  during the year ended  December  31, 2004.  Interest  accrues at the
prime rate plus 2% (7.25% at December 31,  2004) and  amounted to  approximately
$2,000 for the year ended  December 31, 2004.  At December 31, 2004, no payments
have been made on the  outstanding  loans and this advance is included in Due to
affiliate.  There were no loans from the General Partner or associated  interest
expense during the year ended December 31, 2003. Subsequent to December 31, 2004
this advance and accrued interest was repaid to the Managing General Partner.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner.  During the year ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $20,000 and
$38,000,  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 11,669 limited  partnership  units
(the "Units") in the Partnership representing 44.69% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
16, 2005, an affiliate of AIMCO commenced a tender offer to purchase any and all
of the remaining partnership interests for a purchase price of $161.34 per unit.
The offer  expires  March  28,  2005.  Pursuant  to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  44.69%  of the
outstanding  Units,  AIMCO and its affiliates are in a position to influence all
voting decisions with respect to the Partnership.  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

            See attached Exhibit Index

Item 14.    Principal Accountant Fees and Services

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

Audit Fees. Fees for audit services  totaled  approximately  $30,000 and $37,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees.  Fees for tax services  totaled  approximately  $13,000 and $8,000 for
2004 and 2003, respectively.

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


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

                                    Date: March 25, 2005


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/Harry G. Alcock            Director and Executive  Date: March 25, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice Date: March 25, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President          Date: March 25, 2005
Stephen B. Waters
                                  EXHIBIT INDEX

      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.

      10.6* 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.

      10.7  Purchase and Sale Contract between Westlake East Associates,
            L.P., an Ohio limited partnership, and Prominent Realty Group of
            Georgia, Inc., a Georgia corporation, dated November 3, 2003.**

      10.8  Amendment to Contract to Purchase between Westlake East
            Associates, L.P. and Prominent Realty Group of Georgia, Inc.,
            dated November 13, 2003.**

      10.9  Reinstatement and Second Amendment to Purchase and Sale Contract
            between Westlake East Associates, L.P., and Prominent Realty
            Group of Georgia, Inc., dated December 10, 2003.**

      10.10 Assignment of Contract between  Prominent Realty Group of Georgia,
            Inc., and Barrington  Place  Apartments,  LLC, a Delaware  limited
            liability company, dated December 16, 2003.**

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

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

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

            *Filed as Exhibits 10.1, 10.2 and 10.6, respectively, to Form 10-QSB
            - Quarterly  or  Transitional  Report filed on November 12, 1998 and
            incorporated herein by reference.

            **Filed as Exhibits  10.7 through  10.10,  respectively,  to Current
            Report on 8-K filed on December 29, 2003 and incorporated  herein by
            reference.

Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, 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 report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

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

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

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

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

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

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

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

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

Date: March 25, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior   Vice   President   of  Fox  Capital
                                    Management  Corporation,  equivalent  of the
                                    chief executive officer of the Partnership

Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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


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

Date: March 25, 2005
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Fox Capital
                                    Management Corporation,
                                    equivalent of the chief
                                    financial officer of the
                                    Partnership

Exhibit 32.1


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



In connection  with the Annual  Report on Form 10-KSB of Fox  Strategic  Housing
Income  Partners (the  "Partnership"),  for the year ended  December 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the chief executive  officer of
the Partnership, and Stephen B. Waters, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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



                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 25, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 25, 2005



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