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 June 25, 2005


                                       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)

                  Massachusetts                                13-3228969
-------------------------------------------------       ------------------------
 (State or other jurisdiction of incorporation or          (I.R.S. Employer
                  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) 317-5700


       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 Exchange Act Rule 12b-2). Yes  [  ]  No [X]


<PAGE>

                         PART I - Financial Information

Item 1. Financial Statements

      CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION>
                                                                                   June 25,     March 25,
                                                                                     2005         2005
                                                                                 -----------   ----------
                                                                                 (Unaudited)    (Audited)
<S>                                                                               <C>          <C>
                                                 ASSETS

Operating assets

  Cash and cash equivalents                                                       $  442,857   $  460,403
  Other Assets                                                                       280,337      287,791
                                                                                  ----------   ----------
Total operating assets activities                                                    723,194      748,194
                                                                                  ----------   ----------
Assets from discontinued operations (Note 5)

   Property and equipment held for sale, net of accumulated depreciation           1,058,484    1,043,010
   Net assets held for sale                                                        2,480,719    2,549,562
                                                                                  ----------   ----------
  Total assets from discontinued operations                                        3,539,203    3,592,572
                                                                                  ----------   ----------

Total assets                                                                       4,262,397    4,340,766
                                                                                  ----------   ----------


                                LIABILITIES AND NET ASSETS IN LIQUIDATION


Operating liabilities

  Accounts payable, accrued expenses and other liabilities                             8,662       24,657
  Due to general partners and affiliates (Note 2)                                    375,147      315,550
                                                                                  ----------   ----------
Total operating liabilities                                                          383,809      340,207
                                                                                  ----------   ----------
Liabilities from discontinued operations (including minority interest) (Note 5)
  Mortgage notes payable of assets held for sale                                   1,950,307    1,987,373
  Net liabilities held for sale                                                       98,876      115,179
                                                                                  ----------   ----------
Total liabilities from discontinued operations                                     2,049,183    2,102,552
                                                                                  ----------   ----------

Total liabilities                                                                  2,432,992    2,442,759
                                                                                  ----------   ----------

Commitments and contingencies (Note 6)

Net assets in liquidation                                                         $1,829,405   $1,898,007
                                                                                  ==========   ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months
                                                             Ended
                                                         June 25, 2004*
                                                         --------------
<S>                                                         <C>
Operations:

Revenues:

  Other                                                     $   6,886
                                                            ---------

Expenses
  Administrative and management                                33,870
  Administrative and management- related parties (Note 3)     306,476
  Interest                                                     85,371
                                                            ---------
Total expenses                                                425,717
                                                            ---------

Loss from operations                                         (418,831)

Discontinued operations:
  Net income from discontinued operations (including
    gain on sale of properties) (Note 6)                       53,738
                                                            ---------
Net loss                                                    $(365,093)
                                                            =========

Limited Partners Share:
Loss from operations                                        $(414,643)
Income from discontinued operations (including gain
  on sale of properties)                                       53,201
                                                            ---------

Net loss                                                    $(361,442)
                                                            =========

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

Loss from operations per limited partner unit               $     (34)
Income from discontinued operations (including gain
  on sale of properties) per limited partner unit                   4
                                                            ---------
Net loss per limited partner unit                           $     (30)
                                                            =========
</TABLE>


* Reclassified for comparative purposes.

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                          IN NET ASSETS IN LIQUIDATION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               Three Months
                                                                   Ended
                                                               June 25, 2005
                                                               --------------
<S>                                                              <C>
Liquidating activities:

Increases (decreases) in net assets in liquidation

  Interest earned on cash and cash equivalents                   $     7,784
  Administrative and management costs                                (16,789)
  Administrative and management costs-related parties                (59,597)
                                                                 -----------

Decrease in net assets in liquidation                                (68,602)

Net assets in liquidation at March 25, 2005                        1,898,007
                                                                 -----------

Net assets in liquidation at June 25, 2005                       $ 1,829,405
                                                                 ===========

Limited Partners Share:

Decrease in net assets in liquidation per limited partner unit   $   (67,916)
                                                                 ===========

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

Decrease in net assets in liquidation per limited partner unit   $     (5.62)
                                                                 ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      DECREASE IN CASH AND CASH EQUIVALENTS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three Months
                                                                              Ended
                                                                          June 25, 2004*
                                                                          --------------
<S>                                                                          <C>
Cash flows from operating activities:

Net loss                                                                     $(365,093)
                                                                             ---------

Adjustments to reconcile net loss to net cash used in operating activities
Income from discontinued operations                                            (53,738)
Decrease (increase) in assets:
Prepaid expenses and other assets                                                6,946
Increase (decrease) in liabilities:
Due to selling partners                                                         85,371
Accounts payable, accrued expenses and other liabilities                      (173,161)
Due to general partners and affiliates                                         306,476
                                                                             ---------

  Total adjustments                                                            171,894
                                                                             ---------

Net cash used in operating activities                                         (193,199)
                                                                             ---------

Net decrease in cash and cash equivalents                                     (193,199)
Cash and cash equivalents at beginning of period                               860,978
                                                                             ---------
Cash and cash equivalents at end of period                                   $ 667,779
                                                                             =========
</TABLE>

*  Reclassified for comparative purposes.

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 2005
                                   (Unaudited)

Note 1 - General

The consolidated  financial  statements for the three months ended June 25, 2005
and 2004  include  the  accounts  of  Cambridge  Advantaged  Properties  Limited
Partnership (the  "Partnership") and two 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 June 25,
2005, the Partnership has sold fifty-nine of its sixty-one original investments.

For financial reporting purposes, the Partnership's fiscal quarter ends June 25.
All  subsidiaries  have  fiscal  quarters  ending  March  31.  Accounts  of  the
subsidiary  partnerships  have been adjusted for intercompany  transactions from
April 1 through  June 25. The  Partnership's  fiscal  quarter ends on June 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
remaining  two  limited  partnership  interests.   Upon  the  closing  of  these
contracts,  the General  Partners will commence the process of  liquidating  the
Partnership.  To fairly  present  the  financial  position  of the  Partnership,
management  has  prepared  the June 25,  2005  financial  statements  using  the
liquidation basis of accounting. The remaining assets were written down to their
estimated net realizable  value of approximately  $4,075,000,  and the remaining
liabilities  were  written  down to  their  estimated  net  settlement  value of
approximately  $2,742,000.  Management plans to distribute the remaining assets,
if any, after all remaining  expenses and accrued  expenses have been settled in
accordance with the Partnership Agreement. The accompanying financial statements
for the  period  ended  June 25,  2004 are  presented  on the  accrual  basis of
accounting.

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.

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 months ended June 25, 2005
and 2004, 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, 2005. 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  consolidated
statement of net assets in liquidation  of the  Partnership as of June 25, 2005,
the consolidated statement of changes in net assets in liquidation for the three
months ended June 25, 2005,  the  statements of operations  for the three months
ended June 25, 2004, and cash flows for the three months ended June 25, 2004.

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, 2005 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 its 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 three months ended
June 25, 2005 and 2004,  and no payments of principal  or interest  were made on
the Purchase Money Notes.

                                       6
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 2005
                                   (Unaudited)

Note 3 - Related Party Transactions

The costs incurred to related parties from operations were as follows:
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                                June 25,
                                                          -------------------
                                                            2005       2004
                                                          --------   --------
<S>                                                       <C>        <C>
Partnership management fees (a)                           $      0   $285,500
Expense reimbursement (b)                                   59,597     20,976
                                                          --------   --------
Total general and administrative-related parties          $ 59,597   $306,476
                                                          ========   ========
<CAPTION>

The costs  incurred to related  parties  from  discontinued  operations  were as
follows:
                                                          Three Months Ended
                                                                June 25,
                                                          -------------------
                                                            2005       2004
                                                          --------   --------
<S>                                                       <C>        <C>
 Local administrative fee                                 $      0   $  1,000
 Property management fees incurred to affiliates of the
   subsidiary partnerships' general partners                     0     24,608
                                                          --------   --------
 Total general and administrative-related parties         $      0   $ 25,608
                                                          ========   ========
</TABLE>

(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 were accrued and unpaid as of June
25,  2005 and  March 25,  2005.  In  accordance  with the  liquidation  basis of
accounting,  partnership  management  fees  owed to the  General  Partners  were
written  down to their  estimated  settlement  value  during the  quarter  ended
December  25,  2004,  resulting  in  a  gain  on  liquidation  of  approximately
$4,800,000.  Commencing with the quarter ended December 25, 2004, and throughout
the  liquidation  of the  Partnership  the  General  Partners  have  waived  any
Partnership  management  fees to which they otherwise may have been, or will be,
entitled under the Partnership's Agreement of Limited Partnership.

(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  $125,000
and $66,000  were  accrued  and unpaid as of June 25,  2005 and March 25,  2005,
respectively.

Note 4 - Sale of Properties

General
-------

The Partnership is currently in the process of disposing of its investments.  As
of June 25, 2005,  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  ("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.  In order for
the Local  Partnerships to continue as operating entities after the sales occur,
the contracts specify that the sales will be completed in two installments.  The
first  installment is expected to take place during the Fiscal Year ending March
25, 2006, and the final installment is expected to take place during Fiscal Year
ending  March  25,  2007.  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.

                                       7
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 2005
                                   (Unaudited)

Note 5 - Discontinued Operations:

The following table summarizes the financial  position of the Local Partnerships
that are classified as  discontinued  operations  because the  respective  Local
Partnerships  were  classified  as assets held for sale. As of June 25, 2005 and
March  25,  2005,  Pebble  Creek  and Nu Elm  were  classified  as  discontinued
operations in the Consolidated Statements of Net Assets in Liquidation.

Consolidated Balance Sheets:
<TABLE>
<CAPTION>
                                                               June 25,      March 25,
                                                                 2005          2005
                                                              -----------   -----------
                                                              (Unaudited)    (Audited)
<S>                                                           <C>           <C>
 Assets

   Property and equipment                                     $ 1,058,484   $ 1,043,010
   Cash and cash equivalents                                      241,028       195,947
   Cash - restricted for tenants security deposits                 88,525        85,152
   Mortgage escrow deposits                                     2,125,664     2,211,932
   Other assets                                                    25,502        56,531
                                                              -----------   -----------
 Total assets                                                 $ 3,539,203   $ 3,592,572
                                                              ===========   ===========

 Liabilities

   Mortgage notes payable                                     $ 1,950,307   $ 1,987,373
   Accounts payable, accrued expenses and other liabilities        24,449        39,154
   Tenants' security deposits payable                              74,427        76,025
                                                              -----------   -----------
 Total liabilities                                            $ 2,049,183   $ 2,102,552
                                                              ===========   ===========
<CAPTION>
                                                                 Three Months Ended
                                                                       June 25,
                                                              -----------   -----------
                                                                 2005           2004
                                                              -----------   -----------
<S>                                                           <C>           <C>
Rental income                                                 $         0   $   376,847
Other                                                                   0        40,364
                                                              -----------   -----------
Total revenue                                                           0       417,211
                                                              -----------   -----------

Total expenses                                                          0       362,925
                                                              -----------   -----------

Income before minority interest                                         0        54,286
Minority interest in income of subsidiaries from discontin-
   ued operations                                                       0          (548)
                                                              -----------   -----------

Total net income from discontinued operations                 $         0   $    53,738
                                                              ===========   ===========

Income - limited partners from discontinued operations        $         0   $    53,201
                                                              ===========   ===========

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

Income discontinued operations per BAC                        $         0   $         4
                                                              ===========   ===========
</TABLE>


Note 6 - Recent Accounting Pronouncements

In June 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  154,  Accounting  Changes  and  Error
Corrections ("FAS 154"). FAS 154 replaces APB Opinion No. 20, Accounting Changes
and FAS No. 3, Reporting Accounting Changes in Interim Financial Statements. FAS
154  requires  that a  voluntary  change  in  accounting  principle  be  applied
retrospectively  with all prior period financial statements presented on the new
accounting  principle.  FAS  154  also  requires  that a  change  in  method  of
depreciating  or  amortizing a long-lived  nonfinancial  asset be accounted  for
prospectively  as a change in estimate,  and  correction of errors in previously
issue financial statements should be termed a restatement.  FAS 154 is effective
for accounting  changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Partnership does not expect the adoption of FAS 154
to  have  a  material  impact  on  the  Partnership's   consolidated   financial
statements.

                                       8
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 2005
                                   (Unaudited)

In June 2005,  the FASB issued  Emerging  Issues Task Force  ("EITF")  No. 04-5,
determining  whether a general  partner,  or the  general  partners  as a group,
Controls a Limited  Partnership or Similar Entity When the Limited Partners Have
Certain  Rights.  EITF No. 04-5 replaces  counterpart  requirements in SOP 78-9,
which provides  guidance on accounting for  investments in real-estate  ventures
and limited  partnerships.  Under EITF No. 04-5, the general  partner's  control
would be overcome if the limited  partners have either  "kick-out  rights" - the
right to dissolve or liquidate the  partnership or otherwise  remove the general
partner  "without  cause" or  participating  rights - the  right to  effectively
participate  in  significant  decisions  made  in  the  ordinary  course  of the
partnership's business. The kick-out rights and the participating rights must be
substantive  in order to overcome the general  partner's  control.  EITF 04-5 is
effective after June 29, 2005. The  Partnership  does not expect the adoption of
EITF 04-5 to have a material effect on the consolidated financial statements.

Note 7 - 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,
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
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.

c) The subsidiary partnerships have entered into management agreements which are
with affiliates of the subsidiaries' general partners, which require annual fees
of gross rental  revenues.  Such management fees amounted to $27,433 and $24,608
for the three months ended June 25, 2005 and 2004, respectively.

d)  Uninsured Cash and Cash Equivalents

The  Partnership  maintains  its cash and cash  equivalents  in  various  banks.
Accounts  at  each  bank  are  guaranteed  by  the  Federal  Deposit   Insurance
Corporation  ("FDIC") up to $100,000.  As of June 25, 2005,  uninsured  cash and
cash equivalents approximated $484,000.

                                       9
<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 were accrued and unpaid
as of June 25,  2005 and March  25,  2005,  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. In accordance with the liquidation basis of accounting, partnership
management  fees  owed to the  General  Partners  were  written  down  to  their
estimated  settlement  value of $250,000  during the quarter ended  December 25,
2004, resulting in a gain on liquidation of approximately $4,800,000. Commencing
with the quarter ended December 25, 2004, and throughout the  liquidation of the
Partnership the General Partners have waived any partnership  management fees to
which they otherwise may have been, or will be, entitled under the Partnership's
Agreement of Limited Partnership.

Short-Term
----------

As of June 30,  2005 the  Partnership  had a working  capital  of  approximately
$443,000.

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 to the financial statements.

There were no  distributions  made to the Partnership for the three months ended
June 25, 2005 and 2004,  respectively,  and no payments of principal or interest
were made on the Purchase Money Note.

Total expenses for the periods ended June 25, 2005 and 2004,  excluding interest
and  general  and  administrative  - related  parties,  totaled $0 and  $33,870,
respectively.

Accounts payable are short term  liabilities  which are expected to be paid from
operating cash flows,  working capital balances at the Local Partnership  level,
local general partner  advances and in certain  circumstances  advances from the
Partnership. The Partnership believes it (and the applicable Local Partnerships)
has  sufficient  liquidity and ability to generate cash and to meet existing and
known or reasonably likely future cash requirements over both the short and long
term.  Accounts payable and other liabilities totaled $8,662 and 24,657, at June
25, 2005 and March 25, 2005, respectively.

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.
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 its
remaining  two  limited  partnership  interests.   Upon  the  closing  of  these
contracts,  the General  Partners will commence the process of  liquidating  the
Partnership.  To fairly  present  the  financial  position  of the  Partnership,
management  has  prepared  the June 25,  2005  financial  statements  using  the
liquidation basis of accounting. The remaining assets were written down to their
estimated net realizable  value of approximately  $4,075,000,  and the remaining
liabilities  were  written  down to  their  estimated  net  settlement  value of
approximately  $2,390,000.  Management plans to distribute the remaining assets,
if any, after all remaining  expenses and accrued  expenses have been settled in
accordance with the Partnership Agreement. The accompanying financial statements
for the  period  ended  June 25,  2004 are  presented  on the  accrual  basis of
accounting.

Long-Term
---------

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, 2005.

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.

In  accordance  with FASB 144,  "Accounting  for the  Impairment  of Disposal of
Long-Lived  Assets",  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


                                       10
<PAGE>

disclosed  in the notes to the  financial  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.

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).

No loss on  impairment  has been  recorded  for the three  months ended June 25,
2005.  Through  June  25,  2005,  the  Partnership  has  recorded  approximately
$11,240,000 as a loss on impairment of assets.

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 periods ended June 25, 2005 and
March 25, 2005 were prepared on the  liquidation  basis of  accounting,  and for
period ended June 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  financial  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  General   Partners  are  currently  in  the  process  of  liquidating   the
Partnership. Therefore, all operations have been discontinued.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pebble Creek's  mortgage note is payable in aggregate  monthly  installments  of
approximately  $10,000,  including principal and interest at a rate of 6.75% per
annum, through July 2012. The subsidiary  partnership's mortgage note payable is
collateralized   by  the  land  and  buildings  of  the  respective   subsidiary
partnership, the assignment of certain subsidiary partnership's rents and leases
and is without further recourse.  Under the terms of regulatory  agreements with
the Secretary of HUD, the subsidiary  partnerships paid only that portion of the
monthly  payments  that would be required if the interest rate was 1% per annum;
the balance was  subsidized  under  Section 236 of the National  Housing Act. In
accordance  with the liquidation  basis of accounting,  the Nu Elm mortgage note
payable,  totaling  approximately  $476,000,  was written down to its  estimated
settlement value, resulting in a gain on liquidation of approximately  $476,000.
The  Partnership  currently  discloses  in  Item  8,  Note  3 to  the  financial
statements  in the  Partnership's  Annual Report on Form 10-K for the year ended
March 25, 2005, the fair value of the mortgage notes payable.

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.

                                       11
<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.


                                       12
<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:  August 3, 2005

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

Date:  August 3, 2005

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


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

Date:  August 3, 2005

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

Date:  August 3, 2005

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


                                     By:  CAMBRIDGE AND RELATED ASSOCIATES
                                          LIMITED PARTNERSHIP

                                          By:  Related Beta Corporation,

Date:  August 3, 2005

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

Date:  August 3, 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 June 25, 2005 of the Partnership;

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

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

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure controls and procedures to be designed under my supervision,
         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
         report is 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

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

         d) disclosed in this quarterly  report any change in the  Partnership's
         internal  control over  financial  reporting  that occurred  during the
         Partnership's most recent fiscal quarter 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 my 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 control over financial reporting.

         Date: August 3, 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 June
25, 2005 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
     August 3, 2005