UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended December 25, 2004

                                       OR

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

                         Commission File Number 0-13782


                              CAMBRIDGE ADVANTAGED
                         PROPERTIES LIMITED PARTNERSHIP
                         ------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                               13-3228969
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


625 Madison Avenue, New York, New York                                 10022
----------------------------------------                          --------------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code (212)421-5333

     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 whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).
Yes            No     X
     -------       --------

<PAGE>

                         PART I - Financial Information

Item 1.  Financial Statements

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                     STATEMENTS OF NET ASSETS IN LIQUIDATION
                             AS OF DECEMBER 25, 2004
                           CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 25, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   ============    ============
                                                   December 25,      March 25,
                                                       2004             2004*
                                                   ============    ============
<S>                                                <C>             <C>
ASSETS
Property and equipment - less
  accumulated depreciation of
  $0 and $3,487,890,
  respectively                                     $          0    $  3,347,387
Cash and cash equivalents                               465,057         860,978
Cash - restricted for tenants'
  security deposits                                           0         198,829
Mortgage escrow deposits                                      0       2,039,630
Prepaid expenses and other assets                       295,097         370,579
                                                   ------------    ------------

Total assets relating to operating activities           760,154       6,817,403
                                                   ------------    ------------

Assets of discontinued operations
  (Note 8)                                            1,490,020       1,614,379
                                                   ------------    ------------

  Total assets                                     $  2,250,174    $  8,431,782
                                                   ============    ============
</TABLE>

                                       2
<PAGE>
                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                     STATEMENTS OF NET ASSETS IN LIQUIDATION
                             AS OF DECEMBER 25, 2004
                           CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 25, 2004
                                   (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>
                                                   ============    ============
                                                   December 25,      March 25,
                                                       2004             2004*
                                                   ============    ============
<S>                                                <C>             <C>

LIABILITIES AND PARTNERS' DEFICIT
  AND NET ASSETS IN LIQUIDATION
Liabilities
  Mortgage notes payable                           $          0    $  2,128,604
  Purchase Money Notes payable
   (Note 2)                                                   0       2,009,344
  Due to selling partners (Note 2)                            0       5,518,708
  Accounts payable, accrued
   expenses and other liabilities                        11,365          42,571
  Tenants' security deposits payable                          0          73,817
  Due to general partners and
   affiliates                                           295,550       4,356,934
                                                   ------------    ------------

Total liabilities relating to operating
  activities                                            306,915      14,129,978
                                                   ------------    ------------

Minority interest relating to operating
  activities                                                  0         (94,173)
                                                   ------------    ------------

Liabilities of discontinued operation
  (including minority interest) (Note 8)                      0         668,462
                                                   ------------    ------------

Commitments and contingencies
  (Note 6)
Partners' deficit and net assets in liquidation:
  Limited partners                                    2,461,350      (5,672,236)
  General partners                                     (518,091)       (600,249)
                                                   ------------    ------------

Total partners' deficit and net assets
  in liquidation                                      1,943,259      (6,272,485)
                                                   ------------    ------------

Total liabilities and partners' deficit and net
  assets in liquidation                            $  2,250,174    $  8,431,782
                                                   ============    ============
</TABLE>

* Reclassified for comparative  purposes.
See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                               For the period                          For the period
                                                September 26,       Three months          March 26,          Nine months
                                                   2004                 ended           2004 through            ended
                                                  Through            December 25,       December 15,        December 25,
                                             December 15, 2004          2003*               2004                2003*
                                             -----------------      --------------     --------------      ---------------
<S>                                              <C>                 <C>                 <C>                 <C>
Operations:

Revenues:
Other                                            $     7,160         $     7,580         $    21,029         $    23,242
                                                 -----------         -----------         -----------         -----------
Total revenues                                         7,160               7,580              21,029              23,242
                                                 -----------         -----------         -----------         -----------

Expenses
Administrative and management                         35,958              20,750              75,381             188,280
Administrative and management-
  related parties (Note 3)                           307,820             302,595             925,890             926,009
Interest                                              97,164              84,443             273,319             340,294
                                                 -----------         -----------         -----------         -----------
Total expenses                                       440,942             407,788           1,274,590           1,454,583
                                                 -----------         -----------         -----------         -----------

Loss from operations                                (433,782)           (400,208)         (1,253,561)         (1,431,341)

Discontinued operations:

Net (loss) income from discontinued
  operations (including gain on sale
  of properties) (Note 6)                            (50,980)             87,861             117,721           7,410,120
                                                 -----------         -----------         -----------         -----------
Net (loss) income                                   (484,762)           (312,347)         (1,135,840)          5,978,779
                                                 ===========         ===========         ===========         ===========
</TABLE>

                                       4
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>

                                               For the period                          For the period
                                                September 26,       Three months          March 26,          Nine months
                                                   2004                 ended           2004 through            ended
                                                  Through            December 25,       December 15,        December 25,
                                             December 15, 2004          2003*               2004                2003*
                                             -----------------      --------------     --------------      ---------------
<S>                                              <C>                 <C>                 <C>                 <C>
Limited Partners Share:
Loss from operations                             $  (429,444)        $  (396,206)        $(1,241,025)        $(1,417,028)
(Loss) income from discontinued
  operations (including gain on
  sale of properties)                                (50,470)             86,982             116,543           7,336,019
                                                 -----------         -----------         -----------         -----------

Net (loss) income                                $  (479,914)        $  (309,224)        $(1,124,482)        $ 5,918,991
                                                 ===========         ===========         ===========         ===========

Number of units outstanding                      $    12,074         $    12,074         $    12,074         $    12,074
                                                 ===========         ===========         ===========         ===========

Loss from operations per limited
  partner unit                                   $       (36)        $       (33)        $      (103)        $      (117)
(Loss) income from discontinued
  operations (including gain on sale
  of properties) per limited partner unit                 (4)                  7                  10                 607
                                                 -----------         -----------         -----------         -----------
Net (loss) income per limited partner
  unit                                           $       (40)        $       (26)        $       (93)        $       490
                                                 ===========         ===========         ===========         ===========
</TABLE>


* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                          IN NET ASSETS IN LIQUIDATION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               =================
                                                                For the period
                                                               December 16, 2004
                                                                   through
                                                               December 25, 2004
                                                               -----------------
<S>                                                                  <C>
Liquidating activities:

Increases in net assets in liquidation

Writedown of mortgage notes payable to their
  estimated settlement value                                         2,524,786
Writedown of Purchase Money Notes to their
  estimated settlement value                                         2,009,344
Writedown due to selling partners to their
  estimated settlement value                                         5,792,027
Writedown of accounts payable, accrued
  expense and other liabilities to their estimated
  settlement value                                                     115,308
Write down of tenants security deposits to their
  estimated settlement value                                            86,695
Writedown due to general partners of subsidiaries
  and their affiliates to their estimated settlement value              32,400
                                                                  ------------

Subtotal                                                            10,560,560
                                                                  ------------

Decreases in net assets in liquidation

Writedown of property and equipment to
  net realizable value                                              (3,115,349)
Liquidation of tenants security deposits                               (91,923)
Liquidation of mortgage escrow                                      (2,560,089)
Writedown of other assets to their estimated
  realizable value                                                    (247,941)
                                                                  ------------

Subtotal                                                            (6,015,302)
                                                                  ------------

Increase in net assets in liquidation (Note 7)                    $  4,545,258
                                                                  ============

Limited Partners Share:

Increase in net assets in liquidation                             $  4,499,805
                                                                  ============

Number of units outstanding                                       $     12,074
                                                                  ============

Increase in net assets in liquidation per
  limited partner unit                                            $        373
                                                                  ============
</TABLE>


See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CHANGES IN
                           PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                 =========================================
                                                  Limited       General
                                    Total         Partners      Partners
                                 -----------------------------------------
<S>                              <C>            <C>            <C>
Balance -
  March 26, 2004                 $(6,272,485)   $(5,672,236)   $  (600,249)

Net loss                          (1,135,840)    (1,124,482)       (11,358)

Writedown of payables
  due to the general
  partner to their net
  estimated settlement
  value                            4,806,326      4,758,263         48,063

Increase in net assets
  in liquidation                   4,545,258      4,499,805         45,453
                                 -----------    -----------    -----------

Balance -
  December 25, 2004              $ 1,943,259    $ 2,461,350    $  (518,091)
                                 ===========    ===========    ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      DECREASE IN CASH AND CASH EQUIVALENTS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                              ============================
                                                   Nine Months Ended
                                                      December 25,
                                              ----------------------------
                                                 2004            2003*
                                              ----------------------------
<S>                                           <C>            <C>
Cash flows from operating activities:
Net loss                                      $(1,135,840)   $ 5,978,779
                                              -----------    -----------

Income from discontinued operations
  (including gain on sale of properties)         (117,721)    (7,410,120)
Decrease in prepaid
  expenses and other assets                        21,171         95,776
Decrease in due to selling partners               273,319        340,295
Decrease in accounts payable,
  accrued expenses and other liabilities         (181,792)       (34,420)
Increase in due to general partners
  and their affiliates                            744,942        603,190
                                              -----------    -----------
Total adjustments                                 739,919     (6,405,279)
                                              -----------    -----------
Net cash used in operating activities            (395,921)      (426,500)
                                              -----------    -----------

Cash flows from investing activities:
Proceeds from sale of properties                        0         89,212
                                              -----------    -----------

Net cash provided by investing activities               0         89,212
                                              -----------    -----------

Net decrease in cash and cash equivalents        (395,921)      (337,288)
Cash and cash equivalents -
  beginning of period                             860,978      1,224,252
                                              -----------    -----------
Cash and cash equivalents -
  end of period                               $   465,057    $   886,964
                                              ===========    ===========
</TABLE>

                                       8
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      DECREASE IN CASH AND CASH EQUIVALENTS
                                   (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>
                                              ============================
                                                   Nine Months Ended
                                                      December 25,
                                              ----------------------------
                                                 2004            2003*
                                              ----------------------------
<S>                                           <C>            <C>
Summarized below are the components
  of the discontinued operations (including
  gain on sale of properties):

Decrease in property and equipment                 23,422      1,263,191
Decrease in cash - restricted for
  tenants' security deposits                      116,904         38,897
(Increase) decrease in mortgage escrow
  deposits                                       (222,541)       396,739
Increase in prepaid expenses and other
  assets                                         (168,571)       (12,623)
Decrease in due to selling partners                     0     (4,823,433)
Increase in accounts payable,
  accrued expenses and other liabilities          168,654         41,301
Decrease (increase) in tenant's security
  deposits payable                                  3,275        (36,165)
Decrease in mortgage notes payable               (139,239)    (2,349,818)
Decrease in due to general partners
  and affiliates                                        0        (62,114)
Decrease in Purchase Money Notes
  payable                                               0     (1,626,580)
Increase (decrease) in minority interest in
  loss of subsidiaries                            100,375       (150,303)
</TABLE>


* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.


                                       9
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


Note 1 - General

The  consolidated  financial  statements  for the nine months ended December 25,
2004 and 2003 include the accounts of Cambridge  Advantaged  Properties  Limited
Partnership  (the  "Partnership")  and two  and  four  subsidiary  partnerships,
respectively    ("subsidiaries,"    "subsidiary    partnerships"    or    "Local
Partnerships"). The Partnership is a limited partner, with an ownership interest
of 98.99% in each of the  subsidiary  partnerships.  Through  the  rights of the
Partnership  and/or an  affiliate  of one of its  general  partners  (a "General
Partner"),  which affiliate has a contractual obligation to act on behalf of the
Partnership,  to remove the general partner of the subsidiary  partnerships (the
"Local General  Partner") and to approve  certain major  operating and financial
decisions,   the  Partnership  has  a  controlling  financial  interest  in  the
subsidiary  partnerships.  As of December 25,  2004,  the  Partnership  has sold
fifty-nine of its sixty-one original investments.

For financial reporting purposes, the Partnership's fiscal quarter ends December
25. All  subsidiaries  have fiscal quarters ending September 30. Accounts of the
subsidiary  partnerships  have been adjusted for intercompany  transactions from
October 1 through December 25. The Partnership's fiscal quarter ends on December
25 in order to allow adequate time for the subsidiaries' financial statements to
be  prepared  and  consolidated.  The books and records of the  Partnership  are
maintained on the accrual basis of accounting, in accordance with U.S. generally
accepted accounting principles ("GAAP").

On December 15, 2004, the  Partnership  entered into contracts to sell its Local
Partnership  Interests in it's remaining two subsidiary  partnerships.  Upon the
consummation  of these sales,  the General  Partners plan to fully liquidate the
Partnership.  As a result,  the  Partnership has changed its basis of accounting
for periods  subsequent  to December 15, 2004 from the going  concern basis to a
liquidation basis. Accordingly, the Partnership has revalued its assets to their
estimated net realizable  values and liabilities to their  estimated  settlement
amounts.  Up through  December 15, 2004 the Partnership  recorded its results of
operations using accounting  principles  generally accepted in the United States
of America applicable to going concern entities.

In accordance with FASB 144, the results of discontinued operations are reported
as a separate component of income before extraordinary items on the Consolidated

                                       10
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


Statements  of  Operations.  Discontinued  operations  include  the  results  of
operations and any gain or loss recognized for Local Partnerships that have been
disposed of or are held for sale. A gain or loss  recognized  on the disposal is
disclosed  in the notes to the  financials  statements.  Adjustments  to amounts
previously reported in operations that are directly related to the disposal of a
Local  Partnership  are  reclassified  in the  current  period  as  discontinued
operations  for  comparability  purposes.  Assets  and  liabilities  of a  Local
Partnership that are classified as held for sale are presented separately in the
asset and liability sections, respectively, of the Consolidated Balance Sheets.

All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

Increases  (decreases)  in  the  capitalization  of  consolidated   subsidiaries
attributable  to  minority  interest  arise  from  cash  contributions  and cash
distributions to the minority interest partners.

Losses  attributable to minority interests which exceed the minority  interests'
investment in a subsidiary have been charged to the Partnership.  No such losses
have  been  charged  to the  Partnership  for the three  and nine  months  ended
December 25, 2004 and 2003,  respectively.  The Partnership's investment in each
subsidiary  is  equal  to the  respective  subsidiary's  partners'  equity  less
minority interest capital, if any. In consolidation,  all subsidiary partnership
losses are  included  in the  Partnership's  capital  account  except for losses
allocated to minority interest capital.

The unaudited  financial  statements have been prepared on the same basis as the
audited financial  statements  included in the Partnership's  Annual Report Form
10-K for the year  ended  March 25,  2004,  except  for the  December  25,  2004
financial statements, which are prepared on the liquidation basis of accounting.
In the opinion of the General  Partners,  the accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments  and  adjustments  to present the  liquidation  basis of accounting)
necessary to present  fairly the  financial  position of the  Partnership  as of
December 25, 2004,  the  statements of operations for the periods from September
26, 2004 through  December 15, 2004 and March 26, 2004 through December 15, 2004
and the  three  and nine  months  ended  December  25,  2003,  the  consolidated
statement of changes in net assets in  liquidation  for the period from December
16, 2004  through  December  25,  2004 and cash flows for the nine months  ended


                                       11
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


December 25, 2004 and 2003, respectively. However, the operating results for the
nine months ended December 25, 2004 may not be indicative of the results for the
year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements  prepared in accordance with GAAP have been omitted.  It is suggested
that these consolidated  financial statements should be read in conjunction with
the financial  statements and notes thereto included in the Partnership's  March
25, 2004 Annual Report on Form 10-K.

Note 2 - Purchase Money Notes Payable

Nonrecourse Purchase Money Notes (the "Purchase Money Notes") were issued to the
selling  partners of the subsidiary  partnerships as part of the purchase price,
and  are  secured  only  by  the   Partnership's   interest  in  the  subsidiary
partnerships to which the Purchase Money Note relates. On December 15, 2004, the
Partnership entered into contracts to sell it's Limited Partnership Interests in
the remaining two subsidiary  partnerships' to an affiliate of the Local General
Partner (See Note 4). In accordance  with the  liquidation  basis of accounting,
the Purchase Money Notes relating to these two subsidiary partnerships, totaling
approximately  $7,801,000 (including  approximately $5,792,000 of interest) were
written  down  to  their  estimated  settlement  value,  resulting  in a gain on
liquidation of approximately $7,801,000.

There were no  distributions  made to the  Partnership for the nine months ended
December 25, 2004 and 2003,  and no payments of principal or interest  were made
on the Purchase Money Notes.

                                       12
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


Note 3 - Related Party Transactions

The costs incurred to related parties for the periods September 26, 2004 through
December 15, 2004 and March 26 through  December 15, 2004 and the three and nine
months ended December 25, 2003 were as follows:
<TABLE>
<CAPTION>
                          For the period                        For the period
                        September 26, 2004     Three months     March 26, 2004      Nine months
                              Through              ended             through           ended
                           December 15,        December 25,       December 15,      December 25,
                               2004                2003               2004             2003
                        ------------------     -------------    ---------------    -------------
<S>                            <C>               <C>               <C>               <C>
Partnership
  management fees (a)          $285,500          $285,500          $856,500          $856,500
Expense
  reimbursement (b)              22,320            17,095            69,390            69,509
                               --------          --------          --------          --------
Total general and
  administrative-
  related parties              $307,820          $302,595          $925,890          $926,009
                               ========          ========          ========          ========
</TABLE>


                                       13
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


(a) After all other expenses of the Partnership are paid, an annual  partnership
management fee of up to .5% of invested  assets is payable to the  Partnership's
General Partners and affiliates. Partnership management fees owed to the General
Partners  amounting to  approximately  $250,000 and $4,416,000  were accrued and
unpaid as of December  25, 2004 and March 25,  2004,  respectively.  Without the
General Partner's continued allowance of accrual without payment of certain fees
and expense  reimbursements,  the Partnership  will not be in a position to meet
its  obligations.   As  such,  in  accordance  with  the  liquidation  basis  of
accounting,  the balance of the  Partnership  management  fees owed were written
down to their  estimated  settlement  value of $250,000 during the quarter ended
December 25, 2004.  The General  Partners  have  continued  allowing the accrual
without  payment of these  amounts but are under no obligation to continue to do
so.  Proceeds  received  from future  sales will be used to pay any  outstanding
amounts due to the General Partners.

(b) The  Partnership  reimburses the General  Partners and their  affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is limited by the provisions of the partnership  agreement.  Expense
reimbursements  owed to the General Partners amounting to approximately  $46,000
and $57,000  were accrued and unpaid as of December 25, 2004 and March 25, 2004,
respectively.


Note 4 - Sale of Properties

General

The Partnership is currently in the process of disposing of its investments.  As
of  December  25,  2004,  the  Partnership  has  disposed of  fifty-nine  of its
sixty-one original  investments.  On December 15, 2004, the Partnership  entered
into  contracts to sell the Limited  Partnership  Interest in its  remaining two
subsidiary  partnerships.  There can be no  assurance  as to whether or when the
sales will actually occur.

Information Regarding Dispositions
----------------------------------

On December  15,  2004,  the  Partnership  entered  into two  purchase  and sale
agreements to sell its Limited  Partnership  Interest in Pebble Creek and Nu Elm
Apartments  ("Nu Elm") to an affiliate of the Local General Partner for purchase
prices of $1,490,000 and $20, respectively. The contracts specify that the sales
will be completed in two installments. The final installment is expected to take

                                       14
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


place in 2006.  The sales are  contingent  on the approval of the  Department of
Housing and Urban Development  ("HUD"). No assurances can be given as to whether
or when HUD will approve the sales.

On June 30, 2003, the  Partnership's  Limited  Partnership  Interest in Cabarras
Arms  Associates  ("Cabarras")  was sold to the  Purchase  Money Note Holder for
$30,000,  resulting  in a loss  in the  amount  of  approximately  $92,000.  The
Partnership  was released from the  associated  Purchase  Money Note and accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$2,415,000, resulting in gain on sale of property of such amount.

On June 30, 2003, the  Partnership's  Limited  Partnership  Interest in Hathaway
Court  Associates  ("Hathaway")  was sold to the Purchase  Money Note Holder for
$60,000,  resulting  in a gain in the  amount  of  approximately  $545,000.  The
Partnership  was released from the  associated  Purchase  Money Note and accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$4,035,000, resulting in gain on sale of property of such amount.


Note 5 - Commitments and Contingencies

a)  Housing Assistance Payments Contracts

In September 1997, Congress enacted the Multi-Family Assisted Housing Reform and
Affordability  Act of 1997 ("MAHRA") which provides for the renewal of Section 8
Housing Assistance  Payments Contracts  ("Section 8 Contracts") to be based upon
market  rentals in  instances  where the  existing  Section 8  Contracts  exceed
current market rents.  As a result,  Section 8 Contracts that are renewed in the
future in projects insured by the Federal Housing Administration ("FHA") may not
provide  sufficient  cash flow to permit  owners of  properties to meet the debt
service  requirements  of  these  existing  FHA-insured  mortgages.  MAHRA  also
provides for the  restructuring  of these mortgage loans so that the annual debt
service on the restructured  loan (or loans) can be supported by Section 8 rents
established  at the market  rents.  The  restructured  loans will be held by the
current  lender or another  lender.  There can be no  assurance  that a property
owner will be permitted to restructure its mortgage indebtedness pursuant to the
new rules  implementing  MAHRA or that an owner,  or the holder of the mortgage,

                                       15
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


would choose to restructure the mortgage if it were able to  participate.  MAHRA
went into effect on September 11, 1998 when interim regulations implementing the
program were published.  It should be noted that there are many uncertainties as
to the economic and tax impact on a property owner because of the combination of
the  reduced  Section 8 contract  rents and the  restructuring  of the  existing
FHA-insured mortgage loan under MAHRA.

On October 21, 1998 President Clinton signed the Fiscal Year 1999 Departments of
Veteran  Affairs,   Housing  and  Urban  Development  and  Independent  Agencies
Appropriation  Legislation into law. The bill provides, among other things, that
owners of a property  that were  eligible for  prepayment  had to give notice of
such  prepayment to HUD tenants and to the chief executive of the state or local
government for the jurisdiction in which the housing is located. The notice must
be  provided  not less than 150 days,  but not more than 270 days,  before  such
payment.  Moreover, the owner may not increase the rent charged to tenants for a
period  of 60 days  following  such  prepayment.  The  bill  also  provides  for
tenant-based  vouchers for eligible tenants  (generally below 80% of area median
income) at the true  comparable  market rents for  unassisted  units in order to
protect current residents from substantial increases in rent.

On October 20, 1999,  President  Clinton signed FY 2000 VA, the HUD  Independent
Agencies  Appropriations Act (the "Appropriations  Act"). The Appropriations Act
contains  revisions  to the HUD  Mark-to-Market  Program and other HUD  programs
concerning the  preservation  of the HUD housing stock. On December 29, 1999 HUD
issued Notice H99-36 addressing  "Project Based Section 8 Contracts  Expiring in
Fiscal  Year  2000"  reflecting  the  changes  in  the  Appropriations  Act  and
superceding  earlier HUD Notices 98-34,  99-08,  99-15, 99-21 and 99-32.  Notice
99-36  clarifies many of the earlier  uncertainties  with respect to the earlier
HUD  Section 8  Mark-to-Market  Programs  and  continued  the  Mark-up-to-Market
Program  which  allows  owners with Section 8 contracts to increase the rents to
market levels where contract rents are currently below market.

b)  Other

The  Partnership  is subject to the risks  incident to potential  losses arising
from the  management  and ownership of improved real estate.  Due to the sale of
properties,  the portfolio is not  diversified by the location of the properties
around the United  States.  The  Partnership  has two remaining  properties  and

                                       16
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


therefore the Partnership may not be protected against a general downturn in the
national  economy.  There are also  substantial  risks  associated  with  owning
properties  receiving  government  assistance,  for example the possibility that
Congress  may not  appropriate  funds to enable  HUD to make  rental  assistance
payments.  HUD also  restricts  annual cash  distributions  to partners based on
operating  results and a  percentage  of the owner's  equity  contribution.  The
Partnership cannot sell or substantially liquidate its investments in subsidiary
partnerships  during the period that the subsidy  agreements  are in  existence,
without  HUD's  approval.  Furthermore,  there  may  not be  market  demand  for
apartments at full market rents when the rental assistance contracts expire.

Except as described in Note 4, there were no material  changes and/or  additions
to disclosures regarding the subsidiary  partnerships which were included in the
Partnership's Annual Report on Form 10-K for the year ended March 25, 2004.

                                       17
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)


Note 6 - Discontinued Operations:

The following table summarizes the financial  position and results of operations
of the  subsidiaries  that are  classified  as  discontinued  operations.  As of
December 25, 2004 and for the periods  September  26, 2004 through  December 15,
2004 and March 26, 2004 through December 15, 2004,  Pebble Creek and Nu Elm were
classified as discontinued  operations in the Consolidated Financial Statements.
As of March 25, 2004 and for the three and nine month periods ended December 25,
2003,   Pebble  Creek,  Nu  Elm,   Cabarras  and  Hathaway  were  classified  as
discontinued operations in the Consolidated Financial Statements.

Assets and Liabilities of Discontinued Operations
<TABLE>
<CAPTION>
                                                      December 25,    March 25,
                                                          2004          2004
                                                      -----------   -----------
<S>     <C>                                           <C>           <C>
Assets
  Property and equipment - less
   accumulated depreciation of $0
    and $1,145,456                                    $ 1,490,020   $ 1,281,404
  Other assets                                                  0       332,975
                                                      -----------   -----------
Total assets                                          $ 1,490,020   $ 1,614,379
                                                      ===========   ===========

Liabilities and minority interest
  Mortgage notes payable                              $         0   $   535,421
  Other liabilities                                             0       139,243
  Minority interest                                             0        (6,202)
                                                      -----------   -----------
Total liabilities and minority interest               $         0   $   668,462
                                                      ===========   ===========
</TABLE>

                                       18
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 25, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                For the period                        For the period
                                              September 26, 2004     Three months     March 26, 2004      Nine months
                                                   Through              ended             through           ended
                                                 December 15,        December 25,       December 15,      December 25,
                                                     2004                2003               2004             2003
                                              ------------------     -------------    ---------------    -------------
<S>                                               <C>                 <C>                <C>              <C>
Revenues                                          $   428,747         $   416,087        $ 1,258,900      $ 1,929,122
Gain on sale of properties (Note 4)                         0                   0                  0        6,903,614
                                                  -----------         -----------        -----------      -----------
Total revenue                                         428,747             416,087          1,258,900        8,832,736
                                                  -----------         -----------        -----------      -----------

Total expenses                                        354,997             327,330          1,014,728        1,546,843
                                                  -----------         -----------        -----------      -----------

Income (loss) before minority interest                 73,750              88,757            244,172        7,285,893
Minority interest in (income) loss of
  subsidiaries from discontinued
  operations                                         (124,730)               (896)          (126,451)         124,227
                                                  -----------         -----------        -----------      -----------
Total net (loss) income from
  discontinued operations                         $   (50,980)        $    87,861        $   117,721      $ 7,410,120
                                                  ===========         ===========        ===========      ===========

Income (loss) - limited partners
  from discontinued operations                    $   (50,470)        $    86,982        $   116,543      $ 7,336,019
                                                  ===========         ===========        ===========      ===========

Number of BACs outstanding                             12,074              12,074             12,074           12,074
                                                  ===========         ===========        ===========      ===========

Income (loss) discontinued operations
  per BAC                                         $        (4)        $         7        $        10      $       607
                                                  ===========         ===========        ===========      ===========
</TABLE>

                                       19
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources
-------------------------------

The  Partnership's  primary  sources  of funds are the cash  distributions  from
operations of the Local  Partnerships  in which the Partnership has invested and
net proceeds from sales.  These sources are available to meet obligations of the
Partnership.   However,   the  cash   distributions   received  from  the  Local
Partnerships  to date have not been  sufficient to meet all such  obligations of
the Partnership.  Accordingly,  certain fees and expense  reimbursements owed to
the General Partners  amounting to approximately  $250,000 and $4,351,000,  were
accrued and unpaid as of December  25,  2004 and March 25,  2004,  respectively.
Without  the General  Partners'  continued  allowance  of accrual  with  partial
payment of the partnership  management  fees, the  Partnership  will not be in a
position to meet its  obligations.  As such, in accordance  with the liquidation
basis of accounting,  the balance of the  Partnership  management fees owed were
written  down to their  realizable  value of $250,000  during the quarter  ended
December 25, 2004. The General Partners have continued allowing the accrual with
partial payment of the partnership  management fees, but are under no obligation
to do so. Net  proceeds  and  distributions  received  from future  sales of the
Partnership's investments will be used to pay any outstanding amounts due to the
General Partners.

There were no  distributions  made to the  Partnership for the nine months ended
December  25,  2004 and 2003,  respectively,  and no payments  of  principal  or
interest were made on the Purchase Money Note.

During the nine months ended December 25, 2004, cash and cash equivalents of the
Partnership and its  consolidated  Local  Partnerships  decreased  approximately
$400,000.  This  decrease  was  due  entirely  to net  cash  used  in  operating
activities. Included in the adjustments to reconcile the net income to cash used
in operating activities are income from discontinued  operations (including gain
on  sale  of  properties)   ($118,000)  and  gain  from  liquidating  activities
($4,545,258).

For a discussion of Purchase  Money Notes  Payable,  see Note 2 to the financial
statements.

For a discussion of the sale of properties in which the Partnership  owns direct
and indirect interests, see Note 4 and Note 5 to the financial statements.

Even though  sales have  resulted in net gains for tax  purposes,  the net sales
proceeds have not been  sufficient to permit any  significant  distributions  to
investors  after  payment  of all or a  portion  of the  Purchase  Money  Notes.

                                       20
<PAGE>

Therefore,  investors  should not expect  that they will  receive  distributions
sufficient to pay taxes incurred as a result of such sales.

On December 15, 2004, the  Partnership  entered into contracts to sell the Local
Partnership  Interest in its remaining  two  subsidiary  partnerships.  Upon the
consummation  of  these  sales,  the  General  Partners  plan to  liquidate  the
Partnership. As a result, commencing with this December 25, 2004 10-Q, financial
statements are presented on the liquidation  basis of accounting.  Management is
not aware of any other trends or events, commitments or uncertainties which have
not been otherwise disclosed, that will or are likely to impact liquidity in any
other way.  Management believes the only impact would be from laws that have not
yet been adopted.

Critical Accounting Policies
----------------------------

In  preparing  the  consolidated  financial  statements,   management  has  made
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes are critical to the  preparation of the  consolidated
financial  statements.  The summary should be read in conjunction  with the more
complete  discussion of the Company's  accounting policies included in Note 2 to
the consolidated  financial  statements which are included in the  Partnership's
Annual Report on Form 10-K for the year ended March 25, 2004.

a)  Property and Equipment

Property and  equipment  to be held and used are carried at cost which  includes
the purchase price,  acquisition fees and expenses, and any other costs incurred
in acquiring the  properties.  The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and  straight-line  methods.
Expenditures  for repairs and  maintenance  are charged to expense as  incurred;
major  renewals  and  betterments  are  capitalized.  At the time  property  and
equipment  are  retired  or  otherwise  disposed  of,  the cost and  accumulated
depreciation  are  eliminated  from  the  assets  and  accumulated  depreciation
accounts  and the profit or loss on such  disposition  is reflected in earnings.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss
on  impairment  of  assets  is  recorded  when  management   estimates   amounts
recoverable   through  future   operations  and  sale  of  the  property  on  an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value  (generally using discounted cash
flows) when the property is considered to be impaired and the  depreciated  cost
exceeds estimated fair value.

                                       21
<PAGE>

b)  Income Taxes

No  provision  has been made for income taxes in the  accompanying  consolidated
financial  statements  since such taxes, if any, are the  responsibility  of the
individual partners.  For income tax purposes, the Partnership has a fiscal year
ending December 31.

c)  Method of Accounting

The  accompanying  financial  statements  for the period ended December 25, 2004
were prepared on the  liquidation  basis of  accounting,  and for the year ended
March 25, 2004, on the accrual basis of accounting.

d)  Discontinued Operations

In accordance with FASB 144, the results of discontinued operations are reported
as a separate component of income before extraordinary items on the Consolidated
Statements  of  Operations.  Discontinued  operations  include  the  results  of
operations and any gain or loss recognized for Local Partnerships that have been
disposed of or are held for sale. A gain or loss  recognized  on the disposal is
disclosed  in the notes to the  financials  statements.  Adjustments  to amounts
previously reported in operations that are directly related to the disposal of a
Local  Partnership  are  reclassified  in the  current  period  as  discontinued
operations  for  comparability  purposes.  Assets  and  liabilities  of a  Local
Partnership that are classified as held for sale are presented separately in the
asset and liability sections, respectively, of the Consolidated Balance Sheets.

Results of Operations
---------------------

The results of operations  for the three and nine months ended December 25, 2004
and 2003 consisted primarily of the results at the Partnership level and exclude
gain on sale of  properties  and capital  events with respect to Nu Elm,  Pebble
Creek,  Cabarrus and Hathaway,  in which the Partnership  sold their  respective
Local Partnership Interests.

Total  operating  expenses,  excluding  administrative  and management  remained
fairly consistent with an increase  (decrease) of approximately 1% and less than
(1%) for the three and nine months ended December 31, 2004 as compared to 2003.

Administrative and management increased  (decreased)  approximately  $15,000 and
($113,000). The increase for the three months ended December 25, 2004 was due to
an  increase  in legal fees  related to sales and an increase in overhead at the
Partnership  level.  The decrease for the nine months ended December 25, 2004 is

                                       22
<PAGE>

primarily  due to  the  write-off  of  uncollectable  receivables  in  2003  and
additional accounting fees relating to sales in 2003 at the Partnership level.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Partnership does not have any market risk sensitive instruments.

Item 4. Controls and Procedures

(a)  EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  The Chief  Executive
Officer and Chief Financial Officer of the Assisted Housing Associates Inc., the
Related Beta Corporation and  Cambridge/Related  Associates Limited Partnership,
the general partners of the Partnership,  has evaluated the effectiveness of the
Partnership's  disclosure  controls and  procedures  (as such term is defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended  ("Exchange  Act") as of the end of the period  covered by this  report.
Based on such evaluation, such officer has concluded that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

(b) INTERNAL CONTROL OVER FINANCIAL  REPORTING.  There have not been any changes
in  Partnership's  internal  control over financial  reporting during the fiscal
quarter to which this  report  relates  that have  materially  affected,  or are
reasonably likely to materially affect, the Partnership's  internal control over
financial reporting.

                                       23
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings -  None

Item 2.   Unregistered Sales of Equity in Securities and Use of Proceeds - None

Item 3.   Defaults Upon Senior Securities - None

Item 4.   Submission of Matters to a Vote of Security Holders - None

Item 5.   Other information - None

Item 6.   Exhibits

          (3)    Amended  and Restated  Agreement  and  Certificate  of  Limited
                 Partnership  as filed with the Secretary of the Commonwealth of
                 the Commonwealth of Massachusetts.**

          (10a)  Form of Escrow Agreement.**

          (31.1) Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

          (31.2) Certification  Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and
                 Section 1350 of Title 18 of the United  States  Code (18 U.S.C.
                 1350).

          **     Incorporated   by  reference  to  exhibits filed with Amendment
                 No. 1 to Cambridge Advantaged  Properties  L.P.'s  Registration
                 Statement on Form S-11 Registration File No. 2-91993.


                                       24
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  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.

                              CAMBRIDGE ADVANTAGED
                         PROPERTIES LIMITED PARTNERSHIP
                                  (Registrant)


                          By: Related Beta Corporation,
                              a General Partner

Date:  February 7, 2005

                              By: /s/ Alan P. Hirmes
                                  ------------------
                                  Alan P. Hirmes,
                                  Director and President
                                  (Chief Executive Officer and
                                   Chief Financial Officer)

Date:  February 7, 2005

                              By: /s/ Glenn F. Hopps
                                  ------------------
                                  Glenn F. Hopps,
                                  Treasurer
                                  (Chief Accounting Officer)

                          By: ASSISTED HOUSING ASSOCIATES,
                              INC., a General Partner

Date:  February 7, 2005

                              By: /s/ Alan P. Hirmes
                                  ------------------
                                  Alan P. Hirmes,
                                  Director and President
                                  (Chief Executive Officer and
                                   Chief Financial Officer)

Date:  February 7, 2005

                              By: /s/ Glenn F. Hopps
                                  ------------------
                                  Glenn F. Hopps,
                                  Treasurer
                                  (Chief Accounting Officer)


<PAGE>


                          By: CAMBRIDGE AND RELATED ASSOCIATES
                              LIMITED PARTNERSHIP

                              By:Related Beta Corporation,

Date:  February 7, 2005

                                  By: /s/ Alan P. Hirmes
                                      ------------------
                                      Alan P. Hirmes,
                                      Director and President
                                      (Chief Executive Officer and
                                       Chief Financial Officer)

Date:  February 7, 2005

                                  By: /s/ Glenn F. Hopps
                                      ------------------
                                      Glenn F. Hopps,
                                      Treasurer
                                      (Chief Accounting Officer)


<PAGE>


                                                                    Exhibit 31.1


                             CERTIFICATION PURSUANT
                       TO RULE 13a-14(a) OR RULE 15d-14(a)

I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial  Officer of
Related  Beta  Corporation  (general  partner  of  each of the  Partnership  and
Cambridge  and Related  Associates,  General  Partners of the  Partnership)  and
Assisted Housing Associates,  Inc. (general partner of the Partnership),  hereby
certify that:

1.   I have  reviewed this  quarterly  report on Form 10-Q for the period ending
     December 25, 2004 of the Partnership;

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

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

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13a-15(f)) for the Partnership and I have:

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

     b) designed such internal control over financial reporting,  or caused such
     internal  control  over  financial   reporting  to  be  designed  under  my
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles; and



<PAGE>


     c) evaluated the effectiveness of the Partnership's disclosure controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls and procedures as of the end of
     the period covered by this quarterly report based on such evaluation; and

     d)  disclosed  in this  quarterly  report any  change in the  Partnership's
     internal  control over financial  reporting that occurred during the period
     ending  December 25, 2004 that has  materially  affected,  or is reasonably
     likely to  materially  affect,  the  Partnership's  internal  control  over
     financial reporting; and

5.   I have disclosed,  based on our most recent  evaluation of internal control
     over financial reporting,  to the Partnership's  auditors and to the boards
     of directors of the General Partners:

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

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in the  Partnership's  internal
     controls over financial reporting.



     Date: February 7, 2005
           ----------------

                                  By: /s/ Alan P. Hirmes
                                      ------------------
                                      Alan P. Hirmes
                                      Chief Executive Officer and
                                      Chief Financial Officer



<PAGE>

                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                      RULE 13a-14(b) OR RULE 15d-14(b) AND
                                  SECTION 1350
                        OF TITLE 18 OF THE UNITED STATES
                              CODE (18 U.S.C. 1350)


In  connection  with the  Quarterly  Report of Cambridge  Advantaged  Properties
Limited  Partnership  (the  "Partnership")  on Form 10-Q for the  period  ending
December 25, 2004 as filed with the Securities and Exchange  Commission  ("SEC")
on the date hereof (the "Report"),  I, Alan P. Hirmes,  Chief Executive  Officer
and Chief Financial Officer of Related Beta Corporation (general partner of each
of the Partnership and Cambridge and Related Associates,  general partner of the
Partnership)  and Assisted  Housing  Associates,  Inc.  (general  partner of the
Partnership),  certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that:


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


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

A signed  original of this  written  statement  required by Section 906 has been
provided  to the  Partnership  and  will  be  retained  by the  Partnership  and
furnished to the SEC or its staff upon request.



By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Chief Executive Officer and
     Chief Financial Officer
     February 7, 2005