UNITED STATES
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                       
                                   FORM 10-K

(Mark One)

 X       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
            EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1995,or

___      TRANSITION REPORT PURSUANT TO 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,
                     (a California Limited Partnership)
           (Exact name of Registrant as specified in its charter)

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


     One Insignia Financial Plaza
            P.O. Box 1089
      Greenville, South Carolina                            29602 
(Address of principal executive offices)                  (Zip Code)

 Registrant's telephone number, including area code:    (864) 239-1000

 Securities registered pursuant to Section 12(b) of the Act:   None

 Securities registered pursuant to Section 12(g) of the Act:      Limited 
                                                              Partnership Units

     Indicate by check mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 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 ____

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained  herein, and will not be contained, to
the best of registrant's  knowledge, in definitive proxy or information 
statements  incorporated by reference in Part III of this Form 10-K or any

amendment to this Form 10-K.  [ X ]

     No market for the Limited Partnership Units exists and therefore a market
value for such Units cannot be determined.



                  DOCUMENTS INCORPORATED HEREIN BY REFERENCE:

(1)    Prospectus of Registrant dated March 24, 1987, and thereafter 
       supplemented incorporated in Parts I and IV.  


                    FOX STRATEGIC HOUSING INCOME PARTNERS,
                       a California Limited Partnership
                                       
                                    PART I

ITEM 1.  BUSINESS.

     Fox Strategic Housing Income Partners,  a California Limited  Partnership
(the "Registrant") was organized in June 1984 as a California  limited 
partnership  under the Uniform  Limited  Partnership  Act of the  California
Corporations  Code.  Fox  Partners  VIII,  a  California  general  partnership, 
is  the  general  partner  of  the Registrant. The  general  partners  of Fox 
Partners  VIII  are Fox  Capital  Management  Corporation  ("FCMC"),  a
California corporation, and Fox Realty Investors ("FRI"), a California general
partnership.

     The Registrant's  Registration Statement,  filed pursuant to the Securities
Act of 1933 (No. 33-8481), was declared effective  by the  Securities  and
Exchange  Commission  on March 24, 1987.  The  Registrant  marketed its
securities  pursuant  to its  Prospectus  dated  March 24,  1987,  and 
thereafter  supplemented  (hereinafter  the "Prospectus").  This  Prospectus was
filed with the Securities and Exchange  Commission  pursuant to Rule 424(b) of
the Securities Act of 1933.

     The principal business of the Registrant is to acquire,  manage and
ultimately sell  income-producing real properties,  consisting of multi-family 
residential  properties and mobile home  communities.  The Registrant is a
"closed" limited  partnership  real estate  syndicate of the unspecified  asset
type. For a further  description of the business of the Registrant see the
sections  entitled "Risk Factors" and  "Investment  Objectives and Policies" of
the Prospectus.

     Beginning in April 1987,  the Registrant  offered  $100,000,000  in
Limited  Partnership  Assignee  Units. The offering  closed in  January  1989
with  $26,111,000  sold.  The net  proceeds  of this  offering  were used to
acquire one mobile home park and two  apartment  buildings  which are 
described  in "Item 2." The mobile home park was sold in  June  1994.  the 
Registrant's  original  property  portfolio  was  geographically   diversified 
with properties acquired in three states.  See "Item 2" below for a
description of the Registrant's properties. 

     The  Registrant  is involved  in only one  industry  segment,  as 
described  above.  The  business of the Registrant is not  seasonal.  The 
Registrant  does not engage in any foreign  operations  or derive  revenues
from foreign sources.  

     Both the income and  expenses  of  operating  the  properties  in which
the  Registrant  has an  ownership interest are  subject  to  factors  outside
of the  Registrant's  control,  such as  oversupply  of similar  rental
facilities as a result of overbuilding,  increases in unemployment or
population shifts,  changes in zoning laws or changes in patterns of needs of
the users.  Expenses,  such as local real  estate  taxes and  management 
expenses, are subject to change and cannot  always be  reflected in rental 
increases  due to market  conditions  or existing leases.  The  profitability 

and  marketability of developed real property may be adversely  affected by
changes in general and local  economic  conditions and in prevailing  interest 
rates,  and favorable  changes in such factors will not necessarily  enhance
the  profitability or  marketability of such property.  Even under the most
favorable market conditions  there is no guarantee  that any property  which
is owned by the Registrant can be sold by it or, if sold, that such sale can
be made upon favorable terms.

     It is  possible  that  legislation  on the  state or local  level  may be 
enacted  in  states  where  the Registrant's  properties  are  located  which
may include  some form of rent  control.  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
general  partner 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 Registrant.

     The  Registrant  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 Registrant  received notice that it is a potentially responsible party
with respect to an environmental clean up site.

     The  Registrant  maintains  property and liability  insurance on the
properties and believes such coverage to be adequate.

     The Registrant is affected by and subject to the general  competitive 
conditions of the residential  real estate industry.  In addition,  each of
the  Registrant's  properties  competes in an area which normally  contains
numerous other properties which may be considered competitive.  

     The Registrant  has made no formal  assessment of the ultimate 
attainment of the investment  objective of capital growth  which is  dependent 
upon the  ultimate  realizable  value of the  properties  and upon the  market
conditions which  exist at the time of sale.  See  "Item 7,  Management's 
Discussion  and  Analysis  of  Financial Condition and Results of Operations" 
for further  information on the  Registrant's  ability to meet its investment
objectives.  

Property Matters

     Lakewood  Village  Mobile  Home  Park  located  in  Melbourne,  Florida, 
was  sold on June  20,  1994 for $7,400,000. After  payment of mortgage 
principal,  accrued  interest,  prepayment  fees,  and closing  costs,  the
proceeds to the Registrant were approximately $4,007,000.  The gain on the
sale was approximately $1,528,000.  

Employees

     Management  services are performed for the Registrant at its  properties
by on-site  personnel all of whom are employees of NPI-AP Management,  L.P.,
an affiliate of the Managing General Partner ("NPI-AP"),  which directly

manages the  Registrant's  properties.  All payroll and  associated  expenses
of such on-site  personnel  are fully reimbursed by the  Registrant to NPI-AP. 
Pursuant to a management  agreement,  NPI-AP  provides  certain  property
management services to the Registrant in addition to providing on-site 
management.  NPI-AP Management,  L.P., is a Delaware limited partnership,
whose general partner is NPI Property Management Corporation ("NPI
Management").  

Change in Control

     From March 1988 through December 1993, the Registrant's  affairs were
managed by Metric  Management,  Inc. ("MMI") or a  predecessor.  On December
16, 1993,  the services  agreement  with MMI was modified  and, as a result
thereof, the  Registrant's  general partner assumed  responsibility  for real
estate advisory and asset  management services to the  Registrant.  As
advisor,  such affiliate  provides all partnership  accounting and 
administrative services, investment management, and supervisory services over
property management and leasing.  

     On December 6, 1993,  NPI Equity  Investments  II, Inc.  ("NPI Equity
II") became the managing  partner of FRI and assumed  operational  control
over FCMC. As a result,  NPI Equity II indirectly became  responsible for the
operation and  management  of the  business and affairs of the  Registrant 
and the other  investment  partnerships sponsored by FRI and/or FCMC.  NPI
Equity II is a  wholly-owned  subsidiary of National  Property  Investors, 
Inc. ("NPI, Inc."). The individuals  who had served  previously as partners of
FRI and as officers and directors of FCMC contributed their general 
partnership  interests in FRI to a newly formed limited  partnership, 
Portfolio  Realty Associates, L.P. ("PRA"),  in exchange for limited
partnership  interests in PRA. In the foregoing  capacity,  such partners
continue to hold  indirectly  certain  economic  interests  in the  Registrant 
and such other  investment partnerships, but ceased to be  responsible  for
the operation  and  management  of the  Registrant  and such other
partnerships.  

     On October 12, 1994,  NPI,  Inc.  sold  one-third of the stock of NPI,
Inc. to an affiliate of Apollo Real Estate Advisors,  L.P.  ("Apollo"). 
Apollo was  entitled to designate  three of the seven  directors of NPI Equity
II.  In addition,  the approval of certain major actions on behalf of the
Registrant  required the affirmative vote of at least five directors of NPI
Equity II.  

     On August 17, 1995, the stockholders of NPI, Inc.  entered into an
agreement to sell to IFGP  Corporation, a Delaware corporation,  an affiliate
of Insignia Financial Group, Inc. ("Insignia"),  a Delaware corporation,  all
of the issued and outstanding  common stock of NPI, Inc. for an aggregate 
purchase price of $1,000,000.  NPI, Inc. is the sole  shareholder of NPI
Equity II, the general  partner of FRI, the entity which  controls FCMC, 
which are the general partners of Fox Partners  VIII,  the managing  general 
partner of the  Registrant.  The closing of the transactions contemplated by
the above mentioned agreement (the "Closing") occurred on January 19, 1996.  

     Upon the Closing,  the  officers and  directors  of NPI,  Inc.,  NPI
Equity II and FCMC  resigned and IFGP Corporation caused new officers  and 

directors of each of those  entities to be elected.  See "Item 10,  Directors
and Executive Officers of the Registrant."  


ITEM 2.  PROPERTIES.

     A description of the income-producing properties in which the Registrant
owns is as follows:

<TABLE>
<CAPTION>

                                                               DATE OF           
                  NAME AND LOCATION (1)                       PURCHASE           SIZE
                  ---------------------                       --------           ----
<S>                                                             <C>              <C>
                  Wood View Apartments                          09/87            180
                    Pinehurst Drive                                              units
                    Atlanta, Georgia

                  Barrington Place Apartments                   07/89            164
                    Detroit Road                                                 units
                    Westlake, Ohio
</TABLE>

     ____________

     (1)  Property is owned by the Registrant in fee.

     See  "Item  8,  Consolidated  Financial  Statements  and  Supplementary 
Data  - Note  5" for  information regarding the encumbrances to which the
properties of the Registrant are subject.  



     An occupancy summary is set forth in the chart following:

                   FOX STRATEGIC HOUSING INCOME PARTNERS,
                      a California Limited Partnership

                              OCCUPANCY SUMMARY

                                                  Average
                                             Occupancy Rate(%)
                                            For the Year Ended
                                               December 31,            
                                       --------------------------------
                                       1995   1994   1993   1992   1991
                                       ----   ----   ----   ----   ----

      Wood View Apartments              97     97     91     92     91
      Barrington Place Apartments       98     95     94     95     94


ITEM 3. LEGAL PROCEEDINGS.

     There are no material  pending  legal  proceedings  to which the 
Registrant is a party or to which any of its assets are subject.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of security holders during the period
covered by this Report.



                                   PART II

ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED SECURITY HOLDER MATTERS.

     The Limited  Partnership  Assignee Unit holders are entitled to certain 
distributions  as provided in the Partnership  Agreement.  Through  December 
31,  1995,  Assignee  Unit holders  have  received  distributions  from
operations of $343 to $431 for each $1,000 of original  contribution  based on
date of  admission  to  Partnership. No market for Limited Partnership
Assignee Units exists nor is expected to develop.

     During  the  years  ended  December  31,  1995 and  1994,  the 
Registrant  has made  the  following  cash distributions with  respect to the
Units to  holders  thereof as of the dates set forth  below in the  amounts 
set forth opposite such dates:

         Distribution with 
     Respect to Quarter Ended      Amount of Distribution Per Unit (*)

                                      1995                   1994
                                      ----                   ----
            March 31                 $15.00                 $15.00
            June 30                  $15.00                 $15.00
            September 30                  -                 $15.00
            December 31                   -                 $15.00

(*)   The amounts listed  represent  distributions  of cash from  operations
      and cash from sales.  (See "Item 7, Management's  Discussion and Analysis 
      of Financial  Condition and Results of Operations,"  for information 
      relating to the Registrant's future distributions.)

      As of March 1, 1996, the approximate number of holders of Limited 
      Partnership Assignee Units was 1,657.  



ITEM 6.  SELECTED FINANCIAL DATA.

   The following represents selected financial data for the Registrant,  for the
years ended December 31, 1995, 1994, 1993, 1992 and  1991.  The  data  should 
be read in  conjunction  with  the  consolidated  financial  statements 
included elsewhere herein.  This data is not covered by the independent
auditors' report.

<TABLE>
<CAPTION>
                                                                             For the Year Ended December 31,       
                                                               -----------------------------------------------------------
                                                                1995         1994         1993          1992         1991
                                                                ----         ----         ----          ----         ---- 
<S>                                                             <C>         <C>          <C>           <C>          <C>
                                                                         (Amounts in thousands except per unit data)


TOTAL REVENUES.............................................    $ 3,094       $ 4,854      $ 3,581      $ 3,491       $ 3,405
                                                               =======       =======      =======      =======       =======
NET INCOME (LOSS)..........................................    $  (152)      $   994      $  (328)     $  (245)      $  (182)
                                                               =======       =======      =======      =======       =======
NET INCOME (LOSS) PER LIMITED 
 PARTNERSHIP ASSIGNEE UNIT(1)..............................        --        $ 30.45      $(12.45)     $ (9.31)      $ (6.89)
                                                               =======       =======      =======      =======       =======
TOTAL ASSETS...............................................    $20,028       $22,082      $24,276      $25,157       $26,162
                                                               =======       =======      =======      =======       =======
LONG-TERM OBLIGATIONS:
   Note payable............................................    $ 7,788       $ 8,756      $10,271      $ 9,237       $ 8,307
                                                               =======       =======      =======      =======       =======
CASH DISTRIBUTIONS PER LIMITED 
 PARTNERSHIP ASSIGNEE UNIT 
 (actual amount  based on date ............................    $ 29.99       $ 60.01      $ 61.24      $ 64.99       $ 64.99
 of admission to Partnership)                                  =======       =======      =======      =======       =======

</TABLE>             
-----------
(1)    $1,000 original  contribution per assignee unit, based on 
       weighted average assignee units  outstanding  during the 
       period, after giving effect to the allocation of net income 
       (loss) to the general partner.



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
        CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

     The Registrant's  remaining  properties  consist of two apartment 
buildings  located in Georgia and Ohio. The two remaining  properties 
generated  negative cash flow for the year ended  December 31, 1995, due to
required note payable principal  payments.  The  Registrant  receives  rental
income from its  properties and is responsible for operating expenses,
administrative expenses, capital improvements and debt service payments.

     The Registrant uses working capital  reserves  provided from any 
undistributed  cash flow from operations and sale proceeds  as its  primary 
source  of  liquidity.  For the long  term,  it is  anticipated  that cash
from operations will remain the  Registrant's  primary source of liquidity. 
During 1995, the Registrant  distributed to the holders of limited 
partnership  units $29.99 per unit ($799,000 in total) and $16,000 to the
general  partner. The distributions  were from a  combination  of both the 
current  and prior  years cash  provided  from  operating activities and the
proceeds from the sale of the  Registrant's  Lakewood Village Mobile Home Park
property in 1994. To preserve working capital reserves,  which will be
required for necessary capital  improvements to the properties and in order to
meet the August 1998 mortgage  payment,  cash  distributions  were suspended
during the second half of 1995 and will remain  suspended  through  1998.  The
general  partner will evaluate the propriety of future cash distributions in
light of property sales and required debt service payments. 

     The level of liquidity based upon cash and cash equivalents  experienced
an $837,000  decrease at December 31, 1995, as compared to December 31, 1994.
The  Registrant's  $1,413,000 of cash provided by operating  activities and
$495,000 of cash from  investing  activities  was  substantially  offset by 
$1,946,000  of  repayment  of note payable principal  (financing  activities)
and $799,000 of cash distributions to partners  (financing  activities).
Investing activities  consisted  of a net $507,000  from  liquidating  cash 
investments  which was only  partially offset by $12,000  of  improvements  to 
properties.   All  other  increases  (decreases)  in  certain  assets  and
liabilities are the result of the timing of receipt and payment of various
operating activities. 

     Working  capital  reserves  are  primarily  invested in United  States 
Treasury  bills and in  repurchase agreements  secured  by  United  States 
Treasury  obligations.  The  general  partner  believes  that,  if  market
conditions remain relatively stable, cash flow from operations,  when combined
with working capital reserves,  will be sufficient to fund required  capital 
improvements and debt service payments until August 1998 at which time the
balloon payment  on the debt  comes  due.  The  Registrant  will be  required 
to  arrange  further  financings  or refinancings, or sell a property prior to
the maturity date of the note. 

     On January 19, 1996, the  stockholders  of NPI,  Inc.,  the sole 
shareholder of NPI Equity II, sold to an affiliate of Insignia all of the
issued and  outstanding  stock of NPI,  Inc. An  affiliate of Insignia  caused
new officers and  directors  of NPI Equity II to be elected.  The  Managing 

General  Partner  does not  believe  these transactions will have a
significant  effect on the  Registrant's  liquidity or results of operations. 
See "Item 1 Business - Change in Control."

     At this time it appears that the initial  investment  objective of
capital  growth since the  inception of the Partnership will not be attained
and that limited  partners will not receive a return of all of their  invested
capital.  The extent to which invested  capital is returned to investors is
dependent  upon the  performance of the Registrant's remaining  properties 
and the markets in which such  properties are located and on the sales price
of the remaining  properties.  In this  regard,  the  remaining  properties 
have been  held  longer  than  originally expected.  The ability to hold and
operate  these  properties  is dependent on the  Registrant's  ability to
obtain refinancing or debt modification as required.

REAL ESTATE MARKET 

     The  business  in which the  Registrant  is engaged is highly 
competitive,  and the  Registrant  is not a significant factor in its 
industry.  Each  investment  property  is  located  in or near a major  urban 
area and, accordingly,  competes for rentals not only with similar  properties 
in its  immediate  area but with  hundreds of similar properties  throughout 
the urban area.  Such  competition  is primarily  on the basis of location, 
rents, services and  amenities.  In  addition,  the  Registrant  competes 
with  significant  numbers of  individuals  and organizations (including 
similar  partnerships,  real estate  investment trusts and financial 
institutions)  with respect to the  sale of  improved  real  properties, 
primarily  on the  basis  of the  prices  and  terms  of such transactions.  


RESULTS OF OPERATIONS

1995 COMPARED TO 1994

     Operating  results  declined by $1,146,000  for the year ended December
31, 1995, as compared to 1994, due to the $1,528,000  gain on sale of Lakewood 
Village  Mobile Home Park in June 1994.  With respect to the remaining
properties operating  results  improved by  $253,000  due to an increase in
revenues of $177,000  and a decrease in expenses of $76,000.

     With respect to the remaining  properties,  the increase in revenues is
due to an increase in rental rates at both of the  Registrant's  properties 
coupled with a decrease in  concessions  at the  Registrant's  Barrington
Place Apartments  which  was  partially  offset  by an  increase  in 
concessions  at the  Registrant's  Wood  View Apartments.  Occupancy  remained 
relatively  constant  at  both  of  the  Registrant's  remaining  properties. 
In addition, interest income increased by $97,000 due to increases in average
working capital  reserves  available for investment and the effect of higher
interest rates.

     With  respect  to  the  remaining   properties,   expenses  decreased 
primarily  due  to  a  decrease  in depreciation expense of $72,000. 
Depreciation  expense  decreased due to a portion of the Registrant's 
Barrington Place Apartments prior year assets  becoming fully  depreciated. 

General and  administrative  expenses,  operating expenses, and interest
expense remained relatively constant.

1994 COMPARED TO 1993

     Operating  results  improved by $1,322,000  for the year ended December
31, 1994, as compared to 1993, due to the $1,528,000  gain on sale of Lakewood 
Village  Mobile Home Park in June 1994.  With respect to the remaining
properties, at  December  31,  1994,  operating  results  declined  by $66,000 
due to an  increase  in expenses of $350,000 which was partially offset by an
increase in revenues of $284,000. 

     With  respect to the  remaining  properties,  revenues  increased  by
$284,000  due to increases in rental revenue of $177,000 and interest  income
of $107,000.  Rental  revenues  increased  due to an increase in occupancy and
rental rates at the  Registrant's  Wood  View and  Barrington  Place 
Apartments  properties.  Interest  income increased due to an increase in
working  capital  reserves  available  for  investment  as a result of the
proceeds received from the sale of the Registrant's Lakewood Village Mobile
Home Park property. 

     With respect to the  remaining  properties,  expenses  increased by
$350,000 due to increases in operating expenses of $194,000,  interest 
expense of $93,000 and general and  administrative  expenses of $66,000 which
were slightly offset by a $3,000 decrease in depreciation  expense.  Operating 
expenses increased due to an increase in rent up expenses at the  Registrant's 
Wood View  Apartments  and an  increase  in general  repair and  maintenance
expenses at  the  Registrant's  Barrington  Place  Apartments  property. 
Interest  expense  increased  due  to the compounding of interest on the zero
coupon mortgage.  General and  administrative  expenses  increased due to
costs associated with the management  transition,  which were partially offset
by a reduction in asset management  costs. Depreciation expense remained
relatively constant.



ITEM 8.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                   FOX STRATEGIC HOUSING INCOME PARTNERS,
                      a California Limited Partnership

                      CONSOLIDATED FINANCIAL STATEMENTS

                        YEAR ENDED DECEMBER 31, 1995

                                    INDEX


                                                            Page
                                                            ----
Independent Auditors' Reports.............................. F - 2
Consolidated Financial Statements:
     Balance Sheets at December 31, 1995 and 1994.......... F - 4
     Statements of Operations for the Years Ended 
        December 31, 1995, 1994 and 1993................... F - 5
     Statements of Partners' Equity for the Years Ended
        December 31, 1995, 1994 and 1993................... F - 6
     Statements of Cash Flows for the Years Ended 
        December 31, 1995, 1994 and 1993................... F - 7
     Notes to Consolidated Financial Statements............ F - 8
Financial Statement Schedule:
     Schedule III - Real Estate and Accumulated 
        Depreciation at December 31, 1995.................. F - 15

     Financial  statements and financial  statement  schedules  not included
have been omitted because of the absence of conditions  under which they are
required or because the information is included elsewhere in this Report.





To the Partners
Fox Strategic Housing Income Partners,
a California Limited Partnership
Greenville, South Carolina



                        Independent Auditors' Report


     We have audited the  accompanying  consolidated  balance  sheets of Fox
Strategic  Housing  Income  Partners,  a California  Limited Partnership (the 
"Partnership") and its subsidiary,  as of December 31, 1995 and 1994, and the
related  consolidated  statements of operations,  partners' equity and cash
flows for the years then ended. Our audits also included the additional 
information supplied pursuant to Item 14(a)(2).  These  consolidated 
financial  statements are the responsibility of the Partnership's  management. 
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

     In our opinion, the consolidated  financial statements referred to above
present fairly, in all material respects,  the consolidated financial 
position of Fox Strategic Housing Income Partners,  a California Limited 
Partnership and its subsidiary,  as of December 31, 1995 and 1994,  and the 
results of its  operations  and its cash flows for the years then ended in 
conformity  with  generally accepted  accounting  principles.  Also in our
opinion,  the related financial  statement  schedule,  when considered in
relation to the basic consolidated  financial statements taken as a whole,
presents fairly, in all material respects,  the information set forth therein.

                                           Imowitz Koenig & Co., LLP

                                           Certified Public Accountants

New York, N.Y.
February 6, 1996



To the Partners
Fox Strategic Housing Income Partners
Atlanta, Georgia

Deloitte & Touche

INDEPENDENT AUDITORS' REPORT


Fox Strategic Housing Income Partners, A California Limited Partnership:

We have audited the accompanying consolidated statements of operations,
partners' equity and cash flows of Fox Strategic Housing Income Partners, a
California Limited Partnership (the "Partnership") and its wholly-owned
subsidiary for the year ended December 31, 1993. 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 audit.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and cash flows of the Partnership
and its wholly-owned subsidiary for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP


San Francisco, California
March 18, 1994




                    FOX STRATEGIC HOUSING INCOME PARTNERS,
                       a California Limited Partnership
                                       
                          CONSOLIDATED BALANCE SHEETS



                                                         DECEMBER 31,
                                                  ------------------------
                                                      1995        1994
                                                  -----------  -----------
ASSETS

Cash and cash equivalents                         $ 1,409,000  $ 2,246,000
Cash investments                                    2,497,000    3,004,000
Receivables and other assets                          176,000      195,000

Real estate:

   Real estate                                     21,030,000   21,018,000
   Accumulated depreciation                        (5,183,000)  (4,518,000)
                                                  -----------  -----------
Real estate, net                                   15,847,000   16,500,000

Deferred financing costs, net                          99,000      137,000
                                                  -----------  -----------
   Total assets                                   $20,028,000 $ 22,082,000
                                                  ===========  ===========

LIABILITIES AND PARTNERS' EQUITY

Note payable                                       $7,788,000  $ 8,756,000
Accrued interest                                      355,000      398,000
Accrued expenses and other liabilities                156,000      248,000
                                                  -----------  -----------
   Total liabilities                               8,299,000     9,402,000
                                                  -----------  -----------
Contingencies

Partners' Equity (Deficit):

 General partner                                    (181,000)      (13,000)
 Limited partners (26,111 units outstanding at
  December 31, 1995 and 1994)                      11,910,000   12,693,000
                                                  -----------  -----------
   Total partners' equity                          11,729,000   12,680,000
                                                  -----------  -----------
   Total liabilities and partners' equity         $20,028,000  $22,082,000
                                                  ===========  ===========

                See notes to consolidated financial statements.




                    FOX STRATEGIC HOUSING INCOME PARTNERS,
                       a California Limited Partnership
                                       
                     CONSOLIDATED STATEMENTS OF OPERATIONS




                                              YEARS ENDED DECEMBER 31,
                                         -----------------------------------
                                            1995        1994        1993
                                         ----------  ----------  -----------


Revenues:
   Rental                                $2,840,000  $3,169,000  $ 3,531,000
   Interest                                 254,000     157,000       50,000
   Gain on sale of property                     -     1,528,000          -
                                         ----------  ----------  -----------
      Total revenues                      3,094,000   4,854,000    3,581,000
                                         ----------  ----------  -----------

Expenses (including $364,000, $306,000, 
  and $ 53,000 paid to the general 
  partner and affiliates in 1995, 1994 
  and 1993):
   Operating                              1,321,000   1,692,000    1,687,000
   Interest                                 977,000   1,095,000    1,133,000
   Depreciation                             665,000     791,000      870,000
   General and administrative               283,000     282,000      219,000
                                         ----------  ----------  -----------
      Total expenses                      3,246,000   3,860,000    3,909,000
                                         ----------  ----------  -----------
Net (loss) income                        $ (152,000) $  994,000  $  (328,000)
                                         ==========  ==========  ===========

Net (loss) income per limited 
  partnership assignee unit              $      -    $    30.45  $    (12.45)
                                         ==========  ==========  ===========

Cash distributions per limited 
  partnership assignee unit              $    29.99  $    60.01  $     61.24
                                         ==========  ==========  ===========

                See notes to consolidated financial statements.




                    FOX STRATEGIC HOUSING INCOME PARTNERS,
                       a California Limited Partnership
                                       
                  CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
                                       
                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



                                        General      Limited       Total
                                       partner's    partners'     partners'
                                       (deficit)     equity        equity
                                       ---------   -----------   -----------
Balance - January 1, 1993              $(144,000)  $15,389,000   $15,245,000

   Net (loss)                             (3,000)     (325,000)     (328,000)

   Cash distributions                    (33,000)   (1,599,000)   (1,632,000)
                                       ---------   -----------   -----------
Balance - December 31, 1993             (180,000)   13,465,000    13,285,000

   Net income                            199,000       795,000       994,000

   Cash distributions                    (32,000)   (1,567,000)   (1,599,000)
                                       ---------   -----------   -----------
Balance - December 31, 1994              (13,000)   12,693,000    12,680,000

   Net (loss)                           (152,000)           -       (152,000)

   Cash distributions                    (16,000)     (783,000)     (799,000)
                                       ---------   -----------   -----------
Balance - December 31, 1995            $(181,000)  $11,910,000   $11,729,000
                                       =========   ===========   ===========


                See notes to consolidated financial statements.




                    FOX STRATEGIC HOUSING INCOME PARTNERS,
                       a California Limited Partnership
                                       
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            YEARS ENDED DECEMBER 31,
                                       ----------------------------------
                                          1995       1994         1993
                                       ---------  ----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                      $(152,000) $  994,000  $  (328,000)
Adjustments to reconcile net (loss) 
  income to net cash provided by 
  operating activities:
   Depreciation and amortization         704,000     835,000      922,000
   Interest added to note payable 
   principal                             580,000     653,000      614,000
   Gain on sale of property                  -    (1,528,000)         -
   Changes in operating assets and 
     liabilities:
     Receivables and other assets         19,000    (116,000)       5,000
     Accrued expenses and other 
       liabilities                       262,000     392,000      465,000
                                      ----------  ----------  -----------

Net cash provided by operating 
  activities                           1,413,000   1,230,000    1,678,000
                                      ----------  ----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate                 (12,000)   (177,000)    (211,000)
Net proceeds from sale of property           -     7,026,000          -
Purchase of cash investments          (2,497,000) (3,004,000)         -
Proceeds from cash investments         3,004,000         -        590,000
                                      ----------  ----------  -----------

Net cash provided by investing 
  activities                             495,000   3,845,000      379,000
                                      ----------  ----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Partial repayment of note payable 
  principal                           (1,946,000) (2,634,000)        -
Cash distributions to partners          (799,000) (1,599,000)  (1,632,000)
                                      ----------  ----------  -----------
Cash (used in) financing activities   (2,745,000) (4,233,000)  (1,632,000)
                                      ----------  ----------  -----------
(Decrease) Increase in Cash and Cash 
  Equivalents                           (837,000)    842,000      425,000

Cash and Cash Equivalents at Beginning 
  of Year                              2,246,000   1,404,000      979,000
                                      ----------  ----------  -----------

Cash and Cash Equivalents at End 
  of Year                             $1,409,000  $2,246,000  $ 1,404,000
                                      ==========  ==========  ===========

Supplemental Disclosure of Non-cash 
  Investing and Financing Activities:
      Accrued interest added to 
        note payable principal        $  398,000  $  466,000  $   420,000
                                      ==========  ==========  ===========



                See notes to consolidated financial statements.




                   FOX STRATEGIC HOUSING INCOME PARTNERS,
                      a California Limited Partnership

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization
      
       Fox Strategic Housing Income Partners (the "Partnership") is a
       limited  partnership  organized under the laws of the State of
       California to acquire, manage and ultimately sell income-producing 
       properties.  The Partnership currently owns two apartment buildings 
       located in Atlanta,  Georgia and Westlake,  Ohio.  Fox Partners  VIII,
       a California  general  partnership,  is the general partner.  The
       general partners of Fox Partners VIII are Fox Capital  Management 
       Corporation  ("FCMC"),  a California corporation,  and Fox Realty
       Investors ("FRI"), a California general  partnership.  The Partnership
       was organized in 1984 and commenced  operations in 1987. The capital 
       contributions of $26,111,000  ($1,000 per assignee unit) were made by
       the limited partners including one limited partnership assignee unit
       purchased by an affiliate of FCMC.

       On December 6, 1993, the  shareholders  of FCMC entered into a
       Voting Trust  Agreement with NPI Equity  Investments  II, Inc. ("NPI
       Equity" or the "Managing  General  Partner")  pursuant to which NPI
       Equity was granted the right to vote 100 percent of the  outstanding 
       stock of FCMC and NPI Equity  became the Managing  General  Partner of
       FRI. As a result,  NPI Equity became responsible  for the  operation 
       and  management  of the business  and affairs of the  Partnership  and
       the other  investment partnerships  originally  sponsored  by FCMC 
       and/or  FRI.  NPI Equity is a  wholly-owned  subsidiary  of  National 
       Property Investors,  Inc. ("NPI,  Inc.").  The  shareholders of FCMC
       retain  indirect  economic  interests in the Partnership and such other
       investment limited partnerships,  but have ceased to be responsible for
       the operation and management of the Partnership and such other
       partnerships.

       On January 19, 1996, the stockholders of NPI, Inc. sold all of the
       issued and outstanding  stock of NPI, Inc. to an affiliate of Insignia
       Financial Group, Inc. ("Insignia") (see Note 8).

       Consolidation 

       The  consolidated  financial  statements  include the  statements 
       of the  Partnership  and a wholly  owned  subsidiary.  All significant
       intercompany transactions and balances have been eliminated.

       Distributions 

       During 1995, the Partnership  distributed to the holders of

       limited partnership units $29.99 per unit ($783,000 in total) and
       $16,000 to the general partner. 



                       FOX STRATEGIC HOUSING INCOME PARTNERS,
                          a California Limited Partnership

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
       Use of Estimates

       The preparation of financial  statements in conformity with
       generally accepted  accounting  principles 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.

       Fair Value of Financial Instruments

       In 1995, the Partnership  implemented  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",  which 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 instrument could be
       exchanged in a current  transaction  between willing parties,  other
       than in a forced or liquidation sale. The Partnership  believes that
       the carrying amount of its financial  instruments  (except for the
       long-term  debt)  approximates  fair value due to the short term 
       maturity of these  instruments.  The debt,  with a carrying balance of
       $7,778,000 has been calculated to have a fair value of approximately 
       $8,240,000  after  discounting the scheduled loan payments to maturity. 
       Due to significant prepayment penalties associated with the debt the
       Partnership would be unable to refinance this  obligation to obtain
       such calculated debt amount.
       
       Real Estate

       Real estate is stated at cost.  Acquisition fees are capitalized as a
       cost of real estate.  In 1995, the Partnership  adopted SFAS No. 121, 
       "Accounting  for the  Impairment of  Long-Lived  Assets and for 
       Long-Lived  Assets to be Disposed Of ", which requires  impairment 
       losses to be recognized  for  long-lived  assets used in operations when 
       indicators of impairment are present and the undiscounted  cash flows are
       not sufficient to recover the asset's  carrying  amount.  The impairment
       loss is measured by comparing the fair value of the asset to its carrying
       amount. The adoption of the SFAS had no  effect on the Partnership's

       financial statements.

       Cash and Cash Equivalents

            The  Partnership  considers all highly liquid  investments  with
       an original  maturity of three months or less at the time of purchase
       to be cash equivalents.



                       FOX STRATEGIC HOUSING INCOME PARTNERS,
                          a California Limited Partnership

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Concentration of Credit Risk

       The  Partnership  maintains  cash  balances  at  institutions 
       insured  up to  $100,000  by  the  Federal  Deposit  Insurance
       Corporation.  Balances in excess of $100,000 are usually invested in
       United States Treasury bills and repurchase  agreements, which are 
       collateralized  by United States  Treasury  obligations.  Cash balances 
       exceeded  these insured levels during the year. At December 31, 1995, 
       the  Partnership  had  approximately  $1,300,000  invested in overnight 
       repurchase  agreements, secured by United States Treasury  obligations, 
       which are included in cash and cash  equivalents and $2,497,000 
       invested in United States Treasury bills maturing in May 1996 which are
       included in cash investments. 

       Depreciation 

       Depreciation is computed by the straight-line  method over
       estimated useful lives ranging from 27.5 to 30 years for buildings and
       improvements and six to seven years for furnishings. 

       Deferred Financing Costs 
       
       Financing costs relating to the zero coupon mortgage are deferred
       and amortized,  as interest expense, over the ten year life of the
       mortgage.  At December 31, 1995 and 1994,  accumulated  amortization of
       deferred  financing costs totaled $265,000 and $226,000, respectively. 

       Net Income (Loss) Per Limited Partnership Assignee Unit 

       Net income  (loss) per limited  partnership  assignee  unit is
       computed by dividing  the net income  (loss)  allocated to the limited
       partners by 26,111 assignee units outstanding for the years ended
       December 31, 1995, 1994, and 1993.


       Income Taxes 

       Taxable income or loss of the  Partnership is reported in the
       income tax returns of its partners.  Accordingly,  no provision for
       income taxes is made in the financial statements of the Partnership.

       Reclassification

       Certain amounts from 1994 and 1993 have been reclassified to
       conform to the 1995 presentation.



                       FOX STRATEGIC HOUSING INCOME PARTNERS,
                          a California Limited Partnership

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

2.     TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

       In accordance  with the  partnership  agreement,  the  Partnership 
       may be charged by the general  partner and affiliates for services 
       provided to the  Partnership.  From March 1988 to December 1992 such
       amounts were  assigned  pursuant to a services agreement by the general 
       partner and  affiliates  to Metric Realty  Services,  L.P.  ("MRS"), 
       which  performed  partnership management and other services for the
       Partnership.  

       On January 1, 1993,  Metric  Management,  Inc.  ("MMI")  successor
       to MRS, a company which is not affiliated with the general partner, 
       commenced  providing  certain property and portfolio  management 
       services to the Partnership  under a new services agreement.  As
       provided in the new services agreement  effective January 1, 1993, no
       reimbursements  were made to the general partner and  affiliates  after 
       December 31, 1992.  Subsequent  to December  31,  1992,  reimbursements 
       were made to MMI. On December 16, 1993, the services agreement with MMI
       was modified and, as a result thereof,  the Managing General Partner
       began directly  providing cash management and other  Partnership 
       services on various dates commencing  December 23, 1993. On March 1,
       1994, an affiliate of NPI Equity,  commenced  providing certain
       property  management services (see Notes 1 and 8). Related party
       expenses for the years ended December 31, 1994, 1993 and 1992 were as
       follows: 

<TABLE>
<CAPTION>

                                              1995         1994         1993   
                                            --------     --------     --------
<S>                                        <C>           <C>          <C>
          Property management fees          $141,000     $134,000      $    -      
          Partnership management fees         32,000       52,000       53,000

          Reimbursement of expenses:                                                   
             Partnership accounting and 
               investor services              96,000       94,000            - 
             Professional services            12,000       26,000            -     
                                            --------     --------      ------- 
             Total                          $281,000     $306,000      $53,000     
                                            ========     ========      ======= 
</TABLE>

       Property  management  fees are  included in operating  expenses. 
       Partnership  management  fees and  reimbursed  expenses are primarily
       included in general and administrative  expenses.  An affiliate of NPI,
       Inc. was paid a fee of $4,000,  relating to a successful  real estate
       tax appeal on a  Partnership  property  during 1995,  which has been 
       included  under  professional services.  In addition,  approximately 
       $83,000 of insurance  premiums,  which were paid to an affiliate of NPI
       Inc.  under a master insurance policy arranged by such affiliate, are
       included in operating expenses for the year ended December 31, 1995.
 
       In accordance with the partnership  agreement,  the general
       partner was allocated a one percent interest in the Partnership's net
       loss and taxable loss during 1993. In 1994 the  Partnership's  net
       income and taxable  income,  including gain on sale of property,  was
       allocated  20% to the general  partner  (until  cumulative  income 
       allocated is equal to 2.0408% of the total original limited partner
       invested  capital).  For 1995 the  Partnership's  net loss and taxable
       loss is allocated 100% to the general partner until the cumulative loss
       allocated equals cumulative  income allocated to the general partner 
       subsequent to December 31, 1991.  In 



                       FOX STRATEGIC HOUSING INCOME PARTNERS,
                          a California Limited Partnership

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

2.     TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)

       addition,  two percent of cash  distributions  are allocated to
       the general  partner.  As the  Partnership  has completed the
       acquisition  phase, a portion of partnership  management fees are 
       subordinated in accordance with the partnership  agreement pending 
       certain returns to the limited  partners.  At December 31, 1995, 
       $492,000 of Partnership  management fees have been subordinated to an
       8% annualized return to the limited  partners.  As this  distribution 
       level has not been achieved,  it is not probable that the fees will be
       paid.  Accordingly,  the subordinated management fee has not been
       recorded as a liability. Upon sale of all properties and  termination
       of the Partnership  the general  partners may be required to contribute 
       certain funds to the Partnership in accordance with the partnership
       agreement.


3.     CASH INVESTMENTS
 
       Cash  investments  at December 31, 1995 and December 31, 1994
       consist of United States  Treasury bills and are not considered cash or
       cash  equivalents,  as defined in Note 1. Cash  investments at December
       31, 1995 mature in May 1996 and bear interest at a rate of 5.334
       percent per annum.

4.     REAL ESTATE

       Real estate, at December 31, 1995 and 1994, is summarized as follows: 

                                            1995                   1994     
                                        ------------            -----------
       Land                             $  3,119,000            $ 3,119,000
       Buildings and improvements         16,702,000             16,696,000
       Furnishings                         1,209,000              1,203,000
                                        ------------            -----------
       Total                              21,030,000             21,018,000
       Accumulated depreciation           (5,183,000)            (4,518,000)
                                        ------------            -----------

       Real estate, net                 $ 15,847,000            $16,500,000
                                        ============            ===========


5.     NOTE PAYABLE
 
       In 1988 the Partnership borrowed $3,625,000 on a zero coupon
       mortgage commitment from Metropolitan Life Insurance Company
       ("Metropolitan") and purchased Wood View Apartments and Lakewood
       Village Mobile Home Park properties. In 1989, in connection with the
       purchase of Barrington Place Apartments, the Partnership borrowed an
       additional $2,675,000 from Metropolitan under this commitment. Each
       property acquired by the Partnership is cross-collateralized by a first
       mortgage which secures the entire



                       FOX STRATEGIC HOUSING INCOME PARTNERS,
                          a California Limited Partnership

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

5.     NOTE PAYABLE (Continued)
 
       amount of the loan.  Interest accrues on the amount borrowed at a
       contract rate of 10.9 percent per annum,  with the interest accrued 
       added to  principal  each  January  and July.  In order to  facilitate 
       a property  sale the Deed to Secure Debt and Security Agreement 
       contains  conditions which, when satisfied,  allow for the partial

       release of Metropolitan's  lien on the property being sold. As
       discussed in Note 6, on June 20, 1994,  the  Partnership  sold its
       Lakewood  Village Mobile Home Park property and, in accordance with the
       security agreement,  satisfied $2,634,000 (which included $1,221,000 of
       accrued interest added to principal) of mortgage  principal.  On August
       1, 1995, the Partnership paid $1,947,000  (which included  $970,000 of
       accrued  interest  added to  principal)  under the terms of the note 
       agreement.  As of  December  31,  1995,  the  remaining principal 
       balance  includes  $3,878,000 of accrued interest that has been added
       to the principal  balance.  Accrued interest added to principal bears
       interest at the contract rate. The Partnership  will be required to
       repay a specified  percentage of the then outstanding  original 
       principal amount of the loan as follows:  20 percent in August 1996,
       and 30 percent in August 1997. In addition,  provided that the 
       Partnership  has generated  income in an amount as defined in the note 
       agreement,  it will be required to repay a specified  percentage of the
       then outstanding  accrued interest added to principal as follows: 20
       percent in August 1996, and 30 percent in August 1997. The remaining 
       principal  balance plus all accrued and unpaid interest is due in
       August 1998.
 
       Amortization of deferred  financing costs totaled  $39,000, 
       $44,000 and $52,000 for the years ended December 31, 1995, 1994, and
       1993.


6.     GAIN ON SALE OF PROPERTY
 
       On June 20, 1994, the Partnership sold its Lakewood Village Mobile
       Home Park,  located in Melbourne,  Florida for $7,400,000. After
       payment of mortgage  principal,  closing costs and expenses the 
       Partnership  received net proceeds of  $4,007,000.  In addition,  in
       April and May 1994, the  Partnership  sold a portion of its inventory
       of mobile homes and received  $143,000 of net proceeds.  The
       Partnership  recognized a gain of $1,528,000 on sale of their Lakewood 
       Village Mobile Home Park property. Net proceeds realized from the sale
       were retained by the Partnership to satisfy future debt service
       requirements.

7.     RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
 
       The  differences  between the accrual method of accounting for
       income tax reporting and the accrual method of accounting used in the
       consolidated financial statements are as follows:




                       FOX STRATEGIC HOUSING INCOME PARTNERS,
                          a California Limited Partnership

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993




7.      RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING (Continued)

<TABLE>
<CAPTION>
                                                                                    1995              1994             1993   
                                                                                    ----              ----             ----   
<S>                                                                          <C>                 <C>               <C>
       Net (loss)  income - financial statements                               $  (152,000)        $  994,000       $  (328,000)
       Differences resulted from:                                          
         Gain on sale of property                                                        -           (271,000)                -
         Depreciation                                                              (61,000)            (7,000)            5,000
         Other                                                                           -              4,000             4,000
                                                                               -----------         ----------       -----------
       Net (loss) income - income tax method                                   $  (213,000)        $  720,000       $  (319,000)
                                                                               ===========         ==========       ===========

       Taxable income (loss) per limited partnership assignee              
        until after giving effect to the allocation to the 
          general partner                                                      $        (8)        $       22       $       (12)

       Partners' equity - financial statements                                 $11,729,000         $12,680,000      $13,285,000
       Differences resulted from:                                          
         Organization expenses                                                      11,000             11,000            11,000
         Capital account adjustment                                              1,030,000          1,030,000           756,000
         Payments credited to rental property                                      143,000            143,000           417,000
         Depreciation                                                             (321,000)          (260,000)         (253,000)
         Gain on sale of property                                                 (271,000)          (271,000)                -
         Other taxes expensed                                                      (12,000)           (12,000)          (12,000)
         Other                                                                      12,000             12,000             8,000
                                                                               -----------         ----------       -----------
       Partners' equity - income tax method                                $    12,321,000        $13,333,000       $14,212,000
                                                                               ===========         ==========       ===========
</TABLE>

8.     SUBSEQUENT EVENT                                                    
 
       On January 19, 1996, the stockholders of NPI, Inc. sold all of the
       issued and outstanding  stock of NPI, Inc. to an affiliate of Insignia. 
       As a result of the  transaction,  the Managing  General  Partner of the 
       Partnership is controlled by Insignia. Insignia  affiliates now provide 
       property and asset management  services to the Partnership,  maintain
       its books and records and oversee its operations. 


                       FOX STRATEGIC HOUSING INCOME PARTNERS,
                          a California Limited Partnership

                      REAL ESTATE AND ACCUMULATED DEPRECIATION    SCHEDULE III
                                 DECEMBER 31, 1995



<TABLE>
<CAPTION>
COLUMN        COLUMN         COLUMN           COLUMN                   COLUMN               COLUMN    COLUMN    COLUMN    COLUMN
  A             B              C                D                        E                    F         G         H         I

                                          Cost capitalized
                           Initial cost     subsequent          Gross amount at which
                          to Partnership   to acquisition   carried at close of period(1)
                          --------------   --------------   ------------------------------
                                                                                                                          Life
                                                                                                                         on which
                                                                                                                         deprecia-
                                                                                           Accumu-    Date               tion is
                                Buildings                             Buildings              lated     of       Date     computed
                                   and                                   and               Deprecia-  Con-       of      in latest
              Encum-            Improve-   Improve-  Carrying          Improve-    Total     tion    struc-    Acqui-  statement of
Description  brances(4)  Land     ments      ments     Costs   Land     ments       (2)       (3)     tion     sition   operations
-----------  ----------  ----     -----      -----     -----   ----    ------      ----      -----    -----    ------   ----------
<S>          <C>        <C>     <C>         <C>       <C>     <C>      <C>         <C>       <C>      <C>      <C>      <C>
                                                      (Amounts in thousands)

PARTNERSHIP:

Wood View 
 Apartments
  Atlanta, 
  Georgia      $3,713   $1,982  $ 7,365       $413    $  -    $1,981   $ 7,779    $ 9,760    $2,296      5/82     9/87  6 to 30 yrs.

SUBSIDIARY:
Barrington 
 Place 
 Apartments
   Westlake, 
   Ohio         4,075   1,152    10,180        81      (143)   1,138    10,132     11,270     2,887      4/89     7/89  6 to 30 yrs.
              -------  ------   -------      -----    ------  ------   -------    -------    ------                               
TOTAL         $ 7,788  $3,134   $17,545      $494     $(143)  $3,119   $17,911    $21,030    $5,183
              =======  ======   =======      =====    ======  ======   =======    =======    ======                               

</TABLE>
                              See accompanying notes.


                                                              SCHEDULE III


                    FOX STRATEGIC HOUSING INCOME PARTNERS,
                       a California Limited Partnership
                                       
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1995



NOTES:

(1)  The aggregate cost for Federal income tax 
      purposes is $21,178,000.

(2)  Balance, January 1, 1993                                   $26,935,000
     Improvements capitalized subsequent to acquisition             211,000
                                                                -----------
     Balance, December 31, 1993                                  27,146,000
     Improvements capitalized subsequent to acquisition             177,000
     Cost of property sold                                       (6,305,000)
                                                                -----------
     Balance, December 31, 1994                                  21,018,000
     Improvements capitalized subsequent to acquisition              12,000
                                                                -----------
     Balance, December 31, 1995                                 $21,030,000
                                                                ===========

(3)  Balance, January 1, 1993                                   $ 3,720,000
     Additions charged to expense                                   870,000
                                                                -----------
     Balance, December 31, 1993                                   4,590,000
     Additions charged to expense                                   791,000
     Accumulated depreciation of property sold                     (863,000)
                                                                -----------
     Balance, December 31, 1994                                   4,518,000
     Additions charged to expense                                   665,000
                                                                -----------
     Balance, December 31, 1995                                 $ 5,183,000
                                                                ===========


(4)  Amount shown represents the property's approximate share of loans under 
     the zero coupon mortgage (see Note 5 to the Consolidated Financial 
     Statements).


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURES.

     Effective April 22, 1994, the Registrant dismissed its prior Independent 
Auditors,  Deloitte & Touche LLP ("Deloitte") and retained as its new
Independent Auditors,  Imowitz Koenig & Company,  LLP. Deloitte's  Independent
Auditors' Report on the  Registrant's  financial  statements  for calendar 
year ended  December 31, 1993,  did not contain an adverse  opinion or a 
disclaimer  of opinion,  and were not  qualified  or modified as to 
uncertainty, audit scope or  accounting  principles.  The decision to change 
Independent  Auditors was approved by the Managing General Partner's 
Directors.  During  calendar  year  ended  1993  and  through  April  22, 
1994,  there  were no disagreements between the  Registrant and Deloitte on
any matter of accounting  principles or practices,  financial statement
disclosure,  or auditing scope of procedure which  disagreements  if not
resolved to the  satisfaction of Deloitte, would have caused it to make 
reference to the subject  matter of the  disagreements  in connection  with
its reports.

     Effective  April 22,  1994,  the  Registrant  engaged  Imowitz  Koenig &
Company,  LLP as its  Independent Auditors.  The  Registrant  did not consult 
Imowitz  Koenig & Company,  LLP regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K prior to April 22, 1994.


                                  PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Neither the  Registrant nor Fox Partners VIII ("Fox VIII"),  the general 
partner of the  Registrant,  nor FRI, the general  partner of Fox VIII,  has
any  officers or  directors.  NPI Equity  Investments  II,  Inc.  ("NPI Equity
II"), the Managing  General  Partner of FRI,  manages and  controls 
substantially  all of the  Registrant's affairs and has general 
responsibility  and ultimate  authority in all matters affecting its business. 
NPI Equity II is a wholly owned subsidiary of National Property  Investors, 
Inc. ("NPI, Inc.") , which in turn is owned by an affiliate of  Insignia  (See
"Item 1,  Business - Change in  Control").  Insignia  is a full  service  real 
estate service organization  performing property management,  commercial and
retail leasing,  partnership  administration, mortgage banking,   and  real 
estate  investment  banking  services  for  various  entities.   Insignia 
commenced operations in December 1990 and is the largest manager of
multifamily  residential  properties in the United States and is a significant 
manager of  commercial  property.  It currently  provides  property  and/or
asset  management services for over 2,000 properties.  Insignia's  properties 
consist of approximately  300,000 units of multifamily residential housing and
approximately 64 million square feet of commercial space.  

     As of March 1, 1996,  the names and  positions  held by the officers and
directors of NPI Equity II are as follows: 


                                               Has served as a
                                               Director and/or
                                               Officer of the Managing
    Name                     Positions Held    General Partner since
    ----                     --------------    ---------------------
    William H. Jarrard, Jr.  President         January 1996
                              and Director

    Ronald Uretta            Vice President    January 1996
                              and Treasurer

    John K. Lines, Esquire   Vice President    January 1996
                              and Secretary

    Kelley M. Buechler       Assistant         January 1996
                              Secretary

     William H.  Jarrard,  Jr.,  age 49, has been  President  of NPI Equity II
since  January 1996 and Managing Director - Partnership Administration of
Insignia since January 1991.  

     Ronald Uretta,  age 40, has been  Insignia's  Chief  Financial  Officer
and Treasurer  since January 1992. Since September 1990,  Mr. Uretta has also
served as the Chief  Financial  Officer and  Controller of  Metropolitan Asset
Group.  

     John K. Lines,  Esquire,  age 36, has been Vice  President  and 
Secretary of NPI Equity II since  January 1996, Insignia's  General  Counsel
since June 1994,  and General  Counsel and Secretary  since July 1994.  From
May 1993 until June  1994,  Mr.  Lines  was the  Assistant  General  Counsel 
and Vice  President  of  Ocwen  Financial Corporation, West Palm Beach, 
Florida.  From October 1991 until May 1993,  Mr.  Lines was a Senior  Attorney 
with Banc One Corporation,  Columbus,  Ohio.  From May 1984 until  October 
1991,  Mr. Lines was an attorney with Squire Sanders & Dempsey, Columbus,
Ohio.  

     Kelley  M.  Buechler,  age 38,  has been  Assistant  Secretary  of NPI 
Equity II since  January  1996 and Assistant Secretary of Insignia since 1991.  

     No family relationships exist among any of the officers or directors of
NPI Equity II.  

     Each  director  and  officer  of the NPI  Equity II will hold  office 
until the next  annual  meeting  of stockholders of NPI Equity II and until
his successor is elected and qualified.  


ITEM 11. EXECUTIVE COMPENSATION 

     The  Registrant  is not required to and did not pay any  compensation  to
the officers or directors of NPI Equity II. NPI Equity II does not presently
pay any  compensation  to any of its officers or directors.  (See "Item 13,
Certain Relationships and Related Transactions").  



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     There is no person known to the  Registrant who owns  beneficially  or of
record more than five percent of the voting  securities  of the  Registrant. 
Neither  the  Registrant's  general  partners  nor  affiliates  of the
Registrant's general partners have contributed capital to the Registrant. 

     The Registrant is a limited  partnership  and has no officers or
directors.  The managing  general partner has discretionary  control over most
of the decisions  made by or for the  Registrant in accordance  with the terms
of the Partnership  Agreement.  The partners and officers of the Registrant's 
general partners and its affiliates, as a group, own less than one percent of
the Registrant's voting securities.

     There are no  arrangements  known to the  Registrant,  the  operation of
which may, at a subsequent  date, result in a change in control of the
Registrant.  


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In accordance  with the  partnership  agreement,  the Registrant may be
charged by the general partner and affiliates for services  provided to the 
Registrant.  From March 1988 to December  1992 such amounts were assigned
pursuant to a services  agreement by the general partner and affiliates to
Metric Realty  Services,  L.P.  ("MRS"), which performed  partnership 
management  and other  services  for the  Registrant.  On  January  1,  1993, 
Metric Management,  Inc.,  successor  to MRS,  a company  which is not 
affiliated  with the  general  partner,  commenced providing certain  property
and portfolio  management  services to the Registrant  under a new services 
agreement. As provided in the new services  agreement  effective January 1,
1993, no  reimbursements  were made to the general partner and affiliates in
1993.  Subsequent to December 31, 1992,  reimbursements  were made to Metric 
Management, Inc.  On December 16, 1993,  the services  agreement  with Metric 
Management,  Inc. was modified  and, as a result thereof, the  Registrant's 
general  partner  assumed  responsibility  for cash  management of the
Registrant as of December 23, 1993, and began directly  providing cash 
management and other  partnership  services on various dates commencing
December 23, 1995.  Related party  expenses for the years ended  December 31,
1995,  1994,  and 1993 are as follows:  

                                        1995        1994        1993
                                        ----        ----        ----

      Property management fees (1)    $141,000    $134,000     $     -
      Partnership management fees       32,000      52,000      53,000
      Reimbursement of expenses:
       Partnership accounting and 
         investor service               96,000      94,000           -
       Professional Services            12,000      26,000           -
                                      --------    --------     -------
Total                                 $281,000    $306,000     $53,000
                                      ========    ========     =======

(1)      As  compensation  for NPI-AP's  services as property  manager of 
         the  Registrant's  remaining  properties, NPI-AP is entitled  to 
         receive 5% of the gross  annual  receipts  from all  properties  
         it manages for the Registrant.  

     In  accordance  with the  partnership  agreement,  the  general  partner 
was  allocated  its one  percent continuing interest in the  Registrant's net
and taxable income (loss) and two percent of cash  distributions.  The
Registrant's net income and taxable  income,  including  gain on sale of
property,  is allocated 20% to the general partners until  cumulative  income 
allocated is equal to 2.0408% of the total original  invested  capital.  As
the Registrant has completed the  acquisition  phase,  a portion of
Partnership  management  fees are  subordinated  in accordance with the
Partnership  Agreement pending certain returns to the limited  partners.  At
December 31, 1995, $492,000 of  Partnership  management  fees  have  been 
subordinated  to an 8%  annualized  return  to the  limited partners.  As this
distribution level has not been achieved, it is not probable that the fees
would be paid.  


     An affiliate  of NPI,  Inc.  was paid a fee of $4,000  relating to a
successful  real estate tax appeal on the Registrant's  Wood View  Apartments 
during  1995  which has been  included  under  professional  services.  In
addition, approximately  $83,000 of  insurance  premiums  were paid to an 
affiliate  of NPI,  Inc.  under a master insurance policy arranged by such
affiliate for the year ended December 31, 1995.  




                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) (1) (2)     Financial Statements and Financial Statement Schedules

     See  "Item 8" of this  Form  10-K for the  Consolidated  Financial 
Statements  of the  Registrant,  Notes thereto,  and Financial Statement 
Schedules.  (A table of contents to Consolidated  Financial  Statements and
Financial Statement Schedules is included in "Item 8" and incorporated herein
by reference.)  

(a) (3)  Exhibits

2.    NPI,  Inc.  Stock  Purchase  Agreement,  dated as of August 17,  1995,  
      incorporated  by  reference to the Registrant's Current Report on 
      Form 8-K dated August 17, 1995.  

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

16.   Letter dated April 27, 1994 from the Registrant's  Former Independent  
      Auditors  incorporated by reference to the Registrant's Current Report 
      on Form 8-K dated April 22, 1994.  

(b)   Report on Form 8-K:

      None.  


                                 SIGNATURES

     Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities 
Exchange Act of 1934, the Registrant has duly 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
                                              A General Partner 

                                         By:   /s/ William H. Jarrard, Jr 
                                                   William H. Jarrard, Jr.
                                                   President and Director

                                                   Date:  March 29, 1996

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, 
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.


Signature                    Title                    Date
---------                    -----                    ----

Signature/Name               Title                    Date

/s/ William H. Jarrard, Jr.  President and           March 29, 1996
William H. Jarrard, Jr.       Director

/s/ Ronald Uretta            Principal Financial     March 29, 1996
Ronald Uretta                 Officer and Principal
                              Accounting Officer




                                EXHIBIT INDEX

Exhibit

2.       NPI, Inc. Stock Purchase Agreement (1)

3.4.     Agreement of Limited Partnership (2)

16.      Letter dated April 27, 1994, from the Registrant's Former 
         Independent Auditors (3)


_____________________

(1)      Incorporated  by reference to Exhibit 2 to the  Registrant's
         Current  Report on Form 8-K dated August 17, 1995.  

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

(3)      Incorporated by reference to the Registrant's Current Report 
         of Form 8-K dated April 22, 1994.