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

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

                    For the fiscal year ended December 31, 2001

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

                        For the transition period from to

                         Commission file number 0-16877

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

         California                                              94-3016373
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [x]

State issuer's revenues for its most recent fiscal year.  $3,104,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2001. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


                                     PART I

Item 1.  Description of Business

Fox Strategic  Housing Income Partners (the  "Partnership" or "Registrant") is a
publicly-held  limited  partnership  organized  in June 1984,  under the Uniform
Limited Partnership Act of the California  Corporations Code. Fox Partners VIII,
a California general partnership, is the general partner of the Partnership. Fox
Capital Management  Corporation  ("FCMC" or the "Managing General  Partner"),  a
California  corporation,  and Fox  Realty  Investors  ("FRI")  are  the  general
partners of Fox Partners  VIII.  The Managing  General  Partner and the managing
general  partner  of FRI are  each  subsidiaries  of  Apartment  Investment  and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust.
The  Partnership  Agreement  provides  that the  Partnership  is to terminate on
December 31, 2025 unless, terminated earlier in accordance with the terms of the
Partnership Agreement.

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

The  Partnership has no employees.  The Managing  General Partner is vested with
full authority as to the general  management and supervision of the business and
affairs of the Partnership. Limited partners have no right to participate in the
management or conduct of such business and affairs. An affiliate of the Managing
General Partner provides day-to-day property management services.

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

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

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

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

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

Item 2.  Description of Properties:

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

<TABLE>
<CAPTION>

                                     Date of
Property                            Purchase       Type of Ownership          Use

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

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

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

Schedule of Properties:

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

<TABLE>
<CAPTION>

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

<S>                          <C>           <C>        <C>                    <C>
Barrington Place Apartments  $11,951       $ 5,060    5-30 yrs    S/L        $ 6,637

Wood View Apartments          10,477         4,106    5-30 yrs    S/L          6,026

                             $22,428       $ 9,166                           $12,663
</TABLE>

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

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                           Principal                                      Principal
                           Balance At    Stated                            Balance
                          December 31,  Interest   Period     Maturity     Due At
        Property              2001        Rate    Amortized     Date    Maturity (1)
                         (in thousands)                                 (in thousands)

Barrington Place
<S>                         <C>          <C>      <C>          <C> <C>     <C>
 Apartments                 $ 4,708      6.65%    30 years     8/1/08      $ 4,178
Wood View Apartments          5,380      6.64%    30 years     8/1/08        4,774

  Total                     $10,088                                        $ 8,952
</TABLE>

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

Rental Rates and Occupancy:

Average annual rental rates and occupancy for 2001 and 2000 for each property:

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

 Barrington Place
   Apartments                   $10,077       $9,824      92%      94%
 Wood View Apartments            10,132        9,609      92%      96%

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

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

Real Estate Taxes and Rates:

Real estate taxes and rates in 2001 for each property were:

                                                 2001            2001
                                                Billing          Rate
                                            (in thousands)

Barrington Place Apartments                      $166            5.17%

Wood View Apartments                              123            3.00%

Capital Improvements:

Barrington Place

During the year ended December 31, 2001, the Partnership expended  approximately
$102,000 for capital  improvements at Barrington Place primarily consisting of a
water submetering project, floor covering and appliance replacements,  and other
building improvements.  These improvements were funded from operating cash flow.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300  per  unit or  approximately  $49,000.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

Wood View

During the year ended December 31, 2001, the Partnership expended  approximately
$218,000 for capital  improvements  at Wood View  primarily  consisting of floor
covering replacements,  interior decoration,  appliance replacements,  clubhouse
renovations,  and other building  improvements.  These  improvements were funded
from replacement  reserves and operating cash flow. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $54,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.


Item 3.  Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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

Item 4.  Submission of Matters to a Vote of Security Holders

The  unitholders of the Registrant did not vote on any matter during the quarter
ended December 31, 2001.

                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership  offered and sold 26,111 Limited  Partnership  Units aggregating
$26,111,000. As of December 31, 2001, there were 984 holders of record owning an
aggregate of 26,111  Units.  Affiliates  of the Managing  General  Partner owned
9,977 Units or 38.21% as of December  31,  2001.  There is no  intention to sell
additional  Limited  Partnership  Units nor is there an  established  market for
these Units.

The following  table sets forth the  distributions  made from  operations by the
Partnership  for the  years  ended  December  31,  2000  and 2001  (see  Item 6.
"Management's  Discussion  and  Analysis  or Plan  of  Operations"  for  further
details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/00 - 12/31/00             $   761               $ 28.57

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

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership will generate  sufficient funds from operations,  after required
capital  expenditures,  to permit any  distributions to its partners in the year
2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 9,977 limited partnership units (the
"Units") in the  Partnership  representing  38.21% of the  outstanding  Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters which include voting on certain amendments to the Partnership
Agreement  and voting to remove the  Managing  General  Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.

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

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

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

Results of Operations

The  Partnership  realized a net loss for the year ended  December  31,  2001 of
approximately  $65,000 compared to net income of approximately  $141,000 for the
year ended  December  31,  2000.  The  decrease in net income for the year ended
December  31,  2001 is  attributable  to a  decrease  in total  revenues  and an
increase in total expenses.  The decrease in total revenues is attributable to a
decrease in rental income partially  offset by an increase in other income.  The
decrease in rental income is primarily  attributable  to a decrease in occupancy
and an increase in concession  costs partially  offset by an increase in average
rental rates at both of the Partnership's investment properties. The increase in
other income  during the year ended  December  31, 2001 is  primarily  due to an
increase in tenant reimbursements at Wood View Apartments, partially offset by a
decrease in corporate unit income at Barrington Place Apartments.

The increase in total expenses for the year ended December 31, 2001 is primarily
attributable  to an  increase  in  operating  expense  at Wood View  Apartments,
property tax expense at Barrington Place Apartments and depreciation  expense at
both  properties.  The increase in operating  expense at Wood View Apartments is
primarily  attributable  to an increase in property,  insurance and  advertising
expenses,  partially  offset by a  decrease  in  maintenance  expense.  Property
expenses increased primarily due to an increase in employee salaries and related
benefits and utilities. The increase in insurance expense is primarily due to an
increase in insurance premiums.  Advertising  expenses increased in an effort to
increase  occupancy  at the  property.  The  increase in property tax expense at
Barrington  Place  Apartments is  attributable  to a settlement  and  subsequent
refund during 2000 of taxes paid during 1994 through 1999.  Depreciation expense
increased primarily due to capital improvements  completed and placed in service
during the last twelve months at both the Partnership's investment properties.

General  and  administrative  expenses  remained  relatively  constant  for  the
comparable periods. Included in general and administrative expenses for the year
ended December 31, 2001 and 2000 are management  reimbursements  to the Managing
General  Partner  allowed under the Partnership  Agreement.  In addition,  costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and costs  associated with the annual audit required by the
Partnership Agreement are also included.

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

Liquidity and Capital Resources

At  December  31,  2001,  the  Registrant  had  cash  and  cash  equivalents  of
approximately  $324,000 compared to approximately $712,000 at December 31, 2000.
The decrease in cash and cash equivalents of approximately $388,000 for the year
ended December 31, 2001 is due to approximately  $1,001,000 and $270,000 of cash
used in financing activities and investing activities,  respectively,  which was
partially  offset  by  approximately  $883,000  of cash  provided  by  operating
activities.  Cash used in financing  activities  consisted of  distributions  to
partners,  principal payments made on the mortgages encumbering the Registrant's
properties  and  repayment of advances from an  affiliate,  partially  offset by
advances  from an  affiliate.  Cash used in  investing  activities  consisted of
property improvements and replacements, partially offset by net withdrawals from
escrow accounts  maintained by the mortgage lender.  The Registrant  invests its
working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state and local legal, and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or approximately  $103,000. The additional capital expenditures will be incurred
only if cash is available  from  operations  and  Partnership  reserves.  To the
extent that such budgeted capital  improvements are completed,  the Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $10,088,000  is amortized  over 360 months with
balloon payments of approximately $8,952,000 due on August 1, 2008. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
properties  prior to such maturity date. If the properties  cannot be refinanced
and/or  sold for a  sufficient  amount,  the  Partnership  will risk losing such
properties through foreclosure.

During the year ended December 31, 2001, the Partnership  distributed  cash from
operations  of  approximately  $867,000  (approximately  $850,000 to the limited
partners or $32.55 per limited partnership unit). During the year ended December
31, 2000, the  Partnership  distributed  cash from  operations of  approximately
$761,000  (approximately  $746,000 to the limited partners or $28.57 per limited
partnership  unit).  Future cash  distributions will depend on the levels of net
cash generated  from  operations,  the  availability  of cash reserves,  and the
timing of debt maturities, refinancings and/or property sales. The Partnership's
cash available for distribution is reviewed on a monthly basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit any distributions to its partners
during 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 9,977 limited partnership units (the
"Units") in the  Partnership  representing  38.21% of the  outstanding  Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters which include voting on certain amendments to the Partnership
Agreement  and voting to remove the  Managing  General  Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.

Recent Accounting Pronouncements

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

Item 7.     Financial Statements


FOX STRATEGIC HOUSING INCOME PARTNERS

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

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

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

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

      Notes to Consolidated Financial Statements





                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Fox Strategic Housing Income Partners


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

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

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



                                                           /s/ ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002

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

                                December 31, 2001

<TABLE>
<CAPTION>

Assets
<S>                                                           <C>            <C>
   Cash and cash equivalents                                                  $ 324
   Receivables and deposits                                                      49
   Other assets                                                                 203
   Investment properties (Notes B and E):
       Land                                                  $ 3,119
       Buildings and related personal property                 19,309
                                                               22,428
       Less accumulated depreciation                           (9,166)       13,262
                                                                           $ 13,838
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $  100
   Tenant security deposit liabilities                                           43
   Accrued property taxes                                                       195
   Due to Managing General Partner (Note D)                                     252
   Other liabilities                                                            161
   Mortgage notes payable (Note B)                                           10,088

Partners' (Deficit) Capital
   General partner                                             $ (308)
   Limited partners (26,111 units issued and
      outstanding)                                              3,307         2,999
                                                                           $ 13,838

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      FOX STRATEGIC HOUSING INCOME PARTNERS

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


                                                              Years Ended
                                                              December 31,
                                                          2001          2000
Revenues:
   Rental income                                         $ 2,919      $ 3,033
   Other income                                              185          140
      Total revenues                                       3,104        3,173

Expenses:
   Operating                                               1,071        1,037
   General and administrative                                337          340
   Depreciation                                              746          713
   Interest                                                  703          705
   Property taxes                                            312          237
      Total expenses                                       3,169        3,032

Net (loss) income (Note C)                                $ (65)       $ 141

Net (loss) income allocated to general partner            $ --          $ 28

Net (loss) income allocated limited partners                 (65)         113
                                                          $ (65)       $ 141

Net (loss) income per limited partnership unit           $ (2.49)      $ 4.33

Distributions per limited partnership unit               $ 32.55      $ 28.57
            See Accompanying Notes to Consolidated Financial Statements

                      FOX STRATEGIC HOUSING INCOME PARTNERS

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

<TABLE>
<CAPTION>


                                        Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

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

Partners' (deficit) capital at
  December 31, 1999                       26,111       $ (304)    $ 4,855    $ 4,551

Distributions to partners                     --          (15)       (746)      (761)

Net income for the year ended
  December 31, 2000                           --           28         113        141

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

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

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

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


            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,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                           <C>          <C>
   Net (loss) income                                          $   (65)     $   141
   Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
     Depreciation                                                 746          713
     Amortization of loan costs                                    28           22
     Change in accounts:
      Receivables and deposits                                      8           53
      Other assets                                                  4           (1)
      Accounts payable                                             58           21
      Tenant security deposit liabilities                          (6)           6
      Accrued property taxes                                       22           (2)
      Due to Managing General Partner                              48          (13)
      Other liabilities                                            40          (11)

         Net cash provided by operating activities                883          929

Cash flows from investing activities:
   Property improvements and replacements                        (320)        (363)
   Net withdrawals from restricted escrows                         50           45

         Net cash used in investing activities                   (270)        (318)

Cash flows from financing activities:
   Payments on mortgage notes payable                            (134)        (125)
   Distributions to partners                                     (867)        (761)
   Advances from affiliate                                         69           --
   Repayment of advances from affiliate                           (69)          --

         Net cash used in financing activities                 (1,001)        (886)

Net decrease in cash and cash equivalents                        (388)        (275)
Cash and cash equivalents at beginning of period                  712          987
Cash and cash equivalents at end of period                    $   324      $   712
Supplemental disclosure of cash flow information:
   Cash paid for interest                                     $   675      $   684


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                      FOX STRATEGIC HOUSING INCOME PARTNERS

                     Notes To Consolidated Financial Statements

                                December 31, 2001

Note A - Organization and Significant Accounting Policies

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

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

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

In accordance with the Partnership Agreement,  the Partnership's net losses were
allocated  100% to the  general  partner  until the  cumulative  loss  allocated
equaled  cumulative  income  allocated  to the  general  partner  subsequent  to
December 31, 1991.  This level was reached in 1996;  thereafter,  the net losses
have been  allocated 100% to the limited  partners until their capital  accounts
are zero.  For the year ended  December 31, 2001 the net loss has been allocated
100% to the limited partners and for the year ended December 31, 2000, the first
20% of the  Partnership's  net income has been allocated to the general  partner
and the  remaining 80% has been  allocated 2% to the general  partner and 98% to
the limited  partners until  cumulative  income is equal to 2.0408% of the total
Original Invested Capital.  In addition,  two percent of cash  distributions are
allocated to the general partner.

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

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate.  In  accordance  with SFAS No. 121,  "Accounting  for the  Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of", the Partnership
records  impairment  losses on long-lived  assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  No  adjustments  for impairment of value
were  recorded  in the  years  ended  December  31,  2001 or 2000.  See  "Recent
Accounting Pronouncements" below.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the investment properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions  after March 15, 1984,  and before May
9, 1985,  and 19 years for  additions  after May 8, 1985 and  before  January 1,
1987. As a result of the Tax Reform Act of 1986,  for additions  after  December
31, 1986, the alternative  depreciation  system is used for  depreciation of (1)
real property over 40 years and (2) personal property additions over 5-20 years.

Cash and Cash Equivalents: Includes cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately   $310,000  that  are  maintained  by  an
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

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

Loan Costs: Loan costs of approximately $278,000, less accumulated  amortization
of approximately  $93,000,  are included in other assets and are being amortized
on a straight-line basis over the lives of the loans.

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 that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and required that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The Managing General Partner believes that  segment-based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as currently presented.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $78,000  and  $59,000  for the years ended
December 31, 2001 and 2000,  respectively,  were charged to operating expense as
incurred.

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

Recent Accounting Pronouncements

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

Note B - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                          Principal     Monthly                           Principal
                         Balance At     Payment    Stated                  Balance
                        December 31,   Including  Interest    Maturity     Due At
       Property             2001       Interest     Rate        Date      Maturity
                             (in thousands)                             (in thousands)

<S>                        <C>           <C>        <C>       <C>          <C>
Barrington Place           $ 4,708       $ 31       6.65%     08/01/08     $ 4,178

Wood View                    5,380         36       6.64%     08/01/08       4,774

Totals                     $10,088        $ 67                             $ 8,952
</TABLE>

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

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2001 are as follows (in thousands):

                               2002        $   142
                               2003            152
                               2004            163
                               2005            174
                               2006            186
                            Thereafter       9,271
                                           $10,088

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  allocated to the
partners in the  Partnership's  information  return for the years ended December
31, 2001 and 2000 (in thousands, except per unit data):

                                                       2001          2000
              Net (loss) income as reported          $   (65)      $   141
              Add (deduct):
                Depreciation differences                 (80)          (87)
                Other                                     60          (145)
              Federal taxable loss                   $   (85)      $   (91)

              Federal taxable loss per
                limited partnership unit             $ (3.14)      $ (3.43)

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

Net assets as reported                               $ 2,999
  Land and buildings                                     148
  Accumulated depreciation                              (747)
  Syndication and distribution costs                     757
  Other                                                  212
Net assets - Federal tax basis                       $ 3,369

Note D - Transactions with Affiliated Parties

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

                                                   2001        2000
                                                    (in thousands)
Property management fees (included in
  operating expense)                              $ 167        $ 162

Reimbursement for services of affiliates
   (included in operating and general and
   administrative expenses and investment
   properties)                                      163          183

Partnership management fee (included in
   general and administrative expenses)              75           63

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from both of the  Partnership's  investment  properties as compensation
for  providing  property  management  services.  The  Partnership  paid  to such
affiliates  approximately $167,000 and $162,000 for the years ended December 31,
2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $163,000 and
$183,000 for the years ended December 31, 2001 and 2000, respectively.

In  addition,  the  Managing  General  Partner  earned  $75,000  and  $63,000 in
Partnership  Management fees on distributions  from operations  during the years
ended December 31, 2001 and 2000,  respectively,  of which approximately $45,000
and $39,000,  respectively,  was  subordinated to the Limited  Partner's  annual
receipt of 8% of  Adjusted  Investment  Capital  as  defined in the  Partnership
Agreement.  Such  cumulative  subordinated  fees  owed to the  Managing  General
Partner at December 31, 2001 amounted to approximately $252,000.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership  $69,000 during the year ended December
31, 2001 to fund operating  expenses at Wood View  Apartments.  This advance was
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no such loans
from the Managing General Partner or associated interest expense during the year
ended December 31, 2000.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $10,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 9,977 limited partnership units (the
"Units") in the  Partnership  representing  38.21% of the  outstanding  Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters which include voting on certain amendments to the Partnership
Agreement  and voting to remove the  Managing  General  Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.

Note E - Real Estate and Accumulated Depreciation

                                                     Initial Cost
                                                    To Partnership
                                                    (in thousands)
<TABLE>
<CAPTION>

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

<S>                             <C>             <C>           <C>              <C>
Barrington Place                $ 4,708         $ 1,152       $10,180          $   619

Wood View Apartments              5,380           1,981         7,366            1,130

Totals                          $10,088         $ 3,133       $17,546          $ 1,749
</TABLE>


                     Gross Amount At Which
                            Carried
                      At December 31, 2001
                         (in thousands)
<TABLE>
<CAPTION>

                           Buildings
                              And
                            Related
                            Personal          Accumulated    Year of      Date   Depreciable
   Description      Land    Property   Total  Depreciation Construction Acquired Life-Years
                                             (in thousands)
<S>                <C>      <C>       <C>       <C>          <C>       <C>        <C>
Barrington Place   $ 1,138  $10,813   $11,951   $ 5,060      1989      07/89      5-30

Wood View            1,981    8,496    10,477     4,106      1982      09/87      5-30

     Totals        $ 3,119  $19,309   $22,428   $ 9,166
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation" (in thousands):

                                              Years Ended December 31,
                                                 2001          2000

Real Estate

Balance at beginning of year                    $22,108       $21,814
    Property improvements                           320           294

Balance at end of year                          $22,428       $22,108

Accumulated Depreciation

Balance at beginning of year                    $ 8,420       $ 7,707
    Additions charged to expense                    746           713

Balance at end of year                          $ 9,166       $ 8,420

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001 and 2000,  is  approximately  $22,576,000  and  $22,256,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2001 and 2000,  is  approximately  $9,913,000  and  $9,087,000,
respectively.

Note F - Distributions

During the year ended December 31, 2001, the Partnership  distributed  cash from
operations  of  approximately  $867,000  (approximately  $850,000 to the limited
partners or $32.55 per limited partnership unit). During the year ended December
31, 2000, the  Partnership  distributed  cash from  operations of  approximately
$761,000  (approximately  $746,000 to the limited partners or $28.57 per limited
partnership unit).

Note G - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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

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

            None.

                                    PART III

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

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

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

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

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

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

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

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

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

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$34,000  and  non-audit  services  (principally  tax-related)  of  approximately
$17,000.

Item 10. Executive Compensation

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

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

Entity                                   Number of Units     Percentage

IPLP Acquisition I LLC ("IPLP LLC")
   (an affiliate of AIMCO)                    3,919            15.01%
Insignia Properties LP ("IPLP")
   (an affiliate of AIMCO)                      213              .82%
AIMCO Properties LP
   (an affiliate of AIMCO)                    5,845            22.38%

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

AIMCO Properties LP is indirectly  ultimately  controlled by AIMCO. Its business
address is 2000 South Colorado Blvd., Denver, Colorado 80222.

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

Item 12. Certain Relationships and Related Transactions

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

                                                   2001        2000
                                                    (in thousands)

Property management fees                          $ 167        $ 162
Reimbursement for services of affiliates            163          183
Partnership management fee                           75           63

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from both of the  Partnership's  investment  properties as compensation
for  providing  property  management  services.  The  Partnership  paid  to such
affiliates  approximately $167,000 and $162,000 for the years ended December 31,
2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $163,000 and
$183,000 for the years ended December 31, 2001 and 2000, respectively.

In  addition,  the  Managing  General  Partner  earned  $75,000  and  $63,000 in
Partnership  Management fees on distributions  from operations  during the years
ended December 31, 2001 and 2000,  respectively,  of which approximately $45,000
and $39,000,  respectively,  was  subordinated to the Limited  Partner's  annual
receipt of 8% of  Adjusted  Investment  Capital  as  defined in the  Partnership
Agreement.  Such  cumulative  subordinated  fees  owed to the  Managing  General
Partner at December 31, 2001 amounted to approximately $252,000.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership  $69,000 during the year ended December
31, 2001 to fund operating  expenses at Wood View  Apartments.  This advance was
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no such loans
from the Managing General Partner or associated interest expense during the year
ended December 31, 2000.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $10,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 9,977 limited partnership units (the
"Units") in the  Partnership  representing  38.21% of the  outstanding  Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters which include voting on certain amendments to the Partnership
Agreement  and voting to remove the  Managing  General  Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.


Item 13.  Exhibits and Reports on Form 8-K

(a)   Exhibits:

      None.

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

      None.

                                   SIGNATURES



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


                                    FOX STRATEGIC HOUSING INCOME PARTNERS
                                    (a California Limited Partnership)

                                    By:   FOX PARTNERS VIII
                                          Its General Partner

                                    By:   Fox Capital Management Corporation
                                          Its Managing General Partner


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


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


                                    Date: March 22, 2002


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

/s/Patrick J. Foye      Executive Vice President      Date: March 22, 2002
Patrick J. Foye         and Director



/s/Martha L. Long       Senior Vice President         Date: March 22, 2002
Martha L. Long          and Controller



<PAGE>


                                  EXHIBIT INDEX

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

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

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

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

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

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

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

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