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, 1997


                                       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 ____

<PAGE>

                                     PART I

Item 1.  Financial Statements

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)

                                               =============      =============
                                                  June 25,           March 25,
                                                    1997               1997
                                               -------------      -------------
ASSETS

Property and equipment at cost,
   net of accumulated depreciation
   of $101,997,546 and $99,888,832,
   respectively                                $ 138,337,114      $ 140,195,814
Cash and cash equivalents                          3,191,567          2,618,155
Cash - restricted for tenants'
   security deposits                               1,562,541          1,552,990
Mortgage escrow deposits                          10,880,166         11,055,072
Prepaid expenses and other assets                  1,698,891          1,740,633
                                               -------------      -------------
   Total assets                                $ 155,670,279      $ 157,162,664
                                               =============      =============
LIABILITIES AND PARTNERS' DEFICIT

Liabilities
   Mortgage notes payable                      $  91,371,991      $  92,002,763
   Purchase money notes payable
    (Note 2)                                      83,674,690         83,670,532
   Due to selling partners (Note 2)              101,576,143         99,414,749
   Accounts payable, accrued
    expenses and other liabilities                 3,649,710          3,370,928
   Tenants' security deposits payable              1,448,592          1,441,410
   Due to general partners of
    subsidiaries and their affiliates              1,804,369          1,737,269
   Due to general partners and
    affiliates                                     2,747,480          2,507,375
                                               -------------      -------------
    Total liabilities                            286,272,975        284,145,026
                                               -------------      -------------

Minority interest                                    112,066            116,611
                                               -------------      -------------

Commitments and contingencies
   (Note 5)

Partners' deficit:
   Limited partners                             (128,870,090)      (125,290,459)
   General partners                               (1,844,672)        (1,808,514)
                                               -------------      -------------
   Total partners' deficit                      (130,714,762)      (127,098,973)
                                               -------------      -------------

   Total liabilities and partners'
    deficit                                    $ 155,670,279      $ 157,162,664
                                               =============      =============


           See Accompanying Notes to Consolidated Financial Statements

                                       2

<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                   ============================
                                                        Three Months Ended
                                                              June 25,
                                                   ----------------------------
                                                       1997            1996*
                                                   ----------------------------
Revenues
   Rentals, net                                    $  8,905,977    $  8,983,663
   Other                                                305,435         388,974
                                                   ------------    ------------

   Total revenues                                     9,211,412       9,372,637
                                                   ------------    ------------

Expenses

   Administrative and management                      1,512,084       1,462,674
   Administrative and management-
    related parties (Note 3)                            863,225         579,410
   Operating                                          1,889,403       1,921,372
   Repairs and maintenance                            2,163,580       2,101,207
   Taxes and insurance                                1,053,007       1,196,924
   Interest                                           3,234,660       3,548,247
   Depreciation                                       2,108,714       2,114,351
                                                   ------------    ------------

   Total expenses                                    12,824,673      12,924,185
                                                   ------------    ------------

Net loss before minority interest                    (3,613,261)     (3,551,548)

Minority interest in income
 of subsidiaries                                         (2,528)           (255)
                                                   ------------    ------------

Net loss                                           $ (3,615,789)   $ (3,551,803)
                                                   ============    ============

* Reclassified for comparative purposes

           See Accompanying Notes to Consolidated Financial Statements

                                       3
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
             Consolidated Statement of Changes In Partners' Deficit
                                   (Unaudited)


                            ===================================================
                                                  Limited           General
                                 Total            Partners          Partners
                            ---------------------------------------------------
Balance -
 March 26, 1997             $(127,098,973)     $(125,290,459      $  (1,808,514)

Net loss                       (3,615,789)        (3,579,631)           (36,158)
                            -------------      -------------      -------------

Balance -
 June 25, 1997              $(130,714,762)     $(128,870,090)     $  (1,844,672)
                            =============      =============      =============


           See Accompanying Notes to Consolidated Financial Statements

                                       4
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)

                                                   ============================
                                                        Three Months Ended
                                                             June 25,
                                                   ----------------------------
                                                       1997            1996
                                                   ----------------------------
Cash flows from operating activities:

Net loss                                           $(3,615,789)     $(3,551,803)
                                                   -----------      ----------- 
Adjustments to reconcile net
   loss to net cash provided
   by operating activities:
   Depreciation                                      2,108,714        2,114,351
   Minority interest in income
    of subsidiaries                                      2,528              255
   (Increase) decrease in cash-restricted
    for tenants' security deposits                      (9,551)           9,746
   Decrease in mortgage
    escrow deposits                                    174,906           93,153
   Decrease (increase) in prepaid
    expenses and other assets                           45,900           (8,617)
   Increase in due to selling partners               2,469,484        2,746,185
   Payments of interest to selling
    partners                                          (308,090)        (324,032)
   Increase in accounts payable,
    accrued expenses
    and other liabilities                              278,782           12,726
   Increase in tenants' security
    deposits payable                                     7,182            7,048
   Increase in due to general partners
    of subsidiaries and their affiliates                69,125                0
   Decrease in due to
    general partners of subsidiaries
    and their affiliates                                (2,025)         (95,380)
   Increase in due to general
    partners and affiliates                            240,105           56,544
                                                   -----------      -----------

   Total adjustments                                 5,077,060        4,611,979
                                                   -----------      -----------

   Net cash provided by operating
    activities                                       1,461,271        1,060,176
                                                   -----------      -----------



           See Accompanying Notes to Consolidated Financial Statements

                                       5
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                                   (continued)
                                   (Unaudited)

                                                   ============================
                                                         Three Months Ended
                                                              June 25,
                                                   ----------------------------
                                                       1997             1996
                                                   ----------------------------
Cash flows from investing activities:

   Acquisitions of property and
    equipment                                         (250,014)        (116,693)
                                                   -----------      -----------

Cash flows from financing activities:

   Principal payment of mortgage
    notes payable                                     (630,772)        (577,100)
   Decrease in minority interest                        (7,073)         (12,902)
                                                   -----------      -----------

   Net cash used in financing
    activities                                        (637,845)        (590,002)
                                                   -----------      -----------

Net increase in cash and cash
   equivalents                                         573,412          353,481
Cash and cash equivalents -
   beginning of period                               2,618,155        2,651,994
                                                   -----------      -----------
Cash and cash equivalents -
   end of period                                   $ 3,191,567      $ 3,005,475
                                                   ===========      ===========

Supplemental disclosures of noncash
  financing activities:

   Increase in purchase money
    notes payable due to the
    capitalization of prepaid
    expenses and other assets                      $     4,158      $         0




           See Accompanying Notes to Consolidated Financial Statements

                                       6
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)

Note 1 - General

The consolidated  financial  statements for the three months ended June 25, 1997
and 1996  include  the  accounts  of  Cambridge  Advantaged  Properties  Limited
Partnership (the "Partnership") and sixty and sixty-one subsidiary  partnerships
("subsidiaries,"    "subsidiary    partnerships"   or   "Local   Partnerships"),
respectively.  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 the General  Partner,  which affiliate has a
contractual  obligation  to act on behalf  of the  Partnership,  to  remove  the
general  partner of the  subsidiary  partnerships  and to approve  certain major
operating and financial decisions,  the Partnership has a controlling  financial
interest in the subsidiary partnerships.

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.

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  from 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.  Such losses
aggregated approximately $17,000 and $16,000 for the three months ended June 25,
1997 and 1996, 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  Form 10-K for the
year  ended  March  25,  1997.  In the  opinion  of the  General  Partners,  the
accompanying unaudited financial statements contain all adjustments  (consisting
only of


                                       7
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)

Note 1 - General (continued)

normal recurring adjustments) necessary to present fairly the financial position
of the  Partnership  as of June 25, 1997 and the results of operations  and cash
flows for the three months ended June 25, 1997 and 1996. However,  the operating
results for the three  months ended June 25, 1997 may not be  indicative  of the
results for the year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
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, 1997 Annual Report on Form 10-K.

Note 2 - Purchase Money Notes Payable

Purchase money notes in the original  amount of  $85,458,825  were issued to the
selling  partners of the subsidiary  partnerships  as part of the purchase price
and are secured only by the interest in the subsidiary  partnership to which the
note relates (the  "Purchase  Money  Notes").  A portion of these notes,  in the
original  amount of $31,932,568  are  obligations at the subsidiary  partnership
level, whereas the remaining $53,526,257 is recorded at the Partnership level On
May 2, 1996 the property owned by Bicentennial was sold to a third party and the
associated  purchase  money  note  and  accrued  interest  thereon,  which  were
obligations at the subsidiary  partnership  level,  were canceled.  The Purchase
Money Notes provided for compound  interest at rates which,  in general,  ranged
from 9% to 10% per annum  (except that the  Purchase  Money Note with respect to
Cabarrus Arms  Associates  bears  interest at 12% per annum)  through August 31,
1989. Thereafter, simple interest has accrued, without further interest thereon,
through  maturity,   August  through  December  1996  (unless  extended  by  the
Partnership for up to three years in general). As of June 25, 1997, the maturity
dates  of each  of the  Purchase  Money  Notes  associated  with  the  remaining
properties owned by the subsidiary  partnerships were extended for one year (see
below).  Purchase  money  notes at June 25,  1997 and  March  25,  1997  include
$4,336,417 of interest accrued through August 31, 1989.


                                       8
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)


Note 2 - Purchase Money Notes Payable (continued)

The Purchase Money Notes,  which provide for simple  interest  through  maturity
during  the  period  August  through  December  1996  (unless  extended  by  the
Partnership),  will not be in default  during the basic term  (generally  twelve
years)  if not less  than  60% of the  cash  flow  actually  distributed  to the
Partnership  by  the  corresponding  subsidiary  partnership  (generated  by the
operations, as defined) is applied first to accrued interest and then to current
interest  thereon.  Any interest not paid  currently  accrues,  without  further
interest  thereon,  through the due date of the note.  Continued accrual of such
interest beyond the initial term,  without  payment,  would reduce the effective
interest  rate of 9%. The exact  effect is not  determinable  inasmuch  as it is
dependent on the actual future interest payments and ultimate repayment dates of
the notes.  Unpaid interest of approximately  $100,439,000 and $98,278,000 as of
June 25,  1997 and March 25,  1997,  has been  accrued and is included in due to
selling partners in the consolidated balance sheets. In general, the interest on
and the principal of each  Purchase  Money Note is also payable to the extent of
the  Partnership's  actual receipt of proceeds of the sale or refinancing of the
Apartment Complex, or in some cases the Local Partnership  Interest to which the
Purchase Money Note relates.

The  Partnership  may elect,  upon the payment of an  extension  fee of 1/2% per
annum of the outstanding  principal  amount,  to extend the term of the Purchase
Money Notes for up to three  additional  years (four years with respect to three
subsidiary partnerships). As of June 25, 1997, the maturity dates of each of the
Purchase  Money Notes  associated  with the  remaining  properties  owned by the
subsidiary partnerships (ranging from August to December 1996) were extended for
one year and  extension  fees in the amount of  $264,522  were  incurred  by the
Partnership.  Of such  fees  incurred,  $210,968  was  accrued  and added to the
Purchase Money Notes balance in accordance with the respective note  agreements.
The  extension  fees are being  amortized  over the term of the  extension.  The
Partnership  expects that upon maturity of the Purchase Money Notes,  it will be
required to refinance or sell its investments in the Local Partnerships in order
to pay the  Purchase  Money  Notes.  The  Partnership  cannot sell or  otherwise
liquidate  its  investments  in those  Local  Partnerships  which  have  subsidy
agreements  with HUD during the period  that such  agreements  are in  existence
without HUD's approval.  Based on the historical  operating results of the Local
Partnerships and the current economic conditions, including changes in tax laws,
it is



                                       9
<PAGE>



                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)

Note 2 - Purchase Money Notes Payable (continued)

uncertain as to whether the proceeds  from such sales will be sufficient to meet
the  outstanding  balances of principal,  accrued  interest and extension  fees.
Management is working with the selling partners to restructure  and/or refinance
the  notes.  No  assurance  can be  given  that  management's  efforts  will  be
successful. The Purchase Money Notes are without personal recourse to either the
Partnership  or any of its partners and the sellers'  recourse,  in the event of
non-payment,  would  be to  foreclose  on  the  Partnership's  interests  in the
respective subsidiary partnerships.

Cash flow distributions aggregating approximately $640,000 and $55,000 were made
to the  Partnership  for  the  three  months  ended  June  25,  1997  and  1996,
respectively, of which approximately $384,000, and $0, respectively, was used to
pay interest on the Purchase Money Notes.  Distributions  of proceeds from sales
of properties aggregating  approximately $2,071,000 were made to the Partnership
during  the three  months  ended  June 25,  1997,  none of which was used to pay
principal and interest on the Purchase Money Notes.

Note 3 - Related Party Transactions

The costs  incurred to related  parties for the three months ended June 25, 1997
and 1996 were as follows:

                                                          Three Months Ended
                                                                June 25,
                                                       -------------------------
                                                         1997             1996
                                                       -------------------------
Partnership management fees (a)                        $285,500         $ 31,250
Expense reimbursement (b)                                90,469           47,576
Property management fees (c)                            466,256          479,584
Local administrative fee (d)                             21,000           21,000
                                                       --------         --------

                                                       $863,225         $579,410
                                                       ========         ========

(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 $1,783,737 and  $1,623,237  were accrued and unpaid as of
June 25, 1997 and March 25, 1997, respectively.

(b) The  Partnership  reimburses the General  Partners and their  affiliates for
actual Partnership operating expenses incurred by 


                                       10
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)

Note 3 - Related Party Transactions (continued))

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. Another affiliate of the Related General Partner performs
asset  monitoring for the  Partnership.  These services  include site visits and
evaluations of the subsidiary partnerships' performance.  Expense reimbursements
and asset  monitoring  fees owed to the Related  General  Partner  amounting  to
$230,467 and $141,498  were accrued and unpaid as of June 25, 1997 and March 25,
1997, respectively.

(c)  Property   management   fees  incurred  to  affiliates  of  the  subsidiary
partnerships  amounted to $466,256  and $468,081 for the three months ended June
25, 1997 and 1996, respectively. Property management fees incurred to affiliates
of the  Partnership  amounted to $0 and $11,503 for the three  months ended June
25, 1997 and 1996, respectively.

(d)  H/R  Special  Partnership,  the  special  limited  partner,  owning  a .01%
interest,  is entitled to receive a local administrative fee of up to $2,500 per
year from each subsidiary partnership.

Note 4 - Sale of Properties

On May 7,  1997,  the  properties  and the  related  assets and  liabilities  of
Knollwood I, Ltd.,  Knollwood II, Ltd.,  Knollwood  III, Ltd., and Knollwood IV,
Ltd.  (together,  the "Knollwoods")  were sold to a third party for $20,750,000,
which took title subject to the  principal  balance of the  associated  Purchase
Money Notes in the amount of  approximately  $6,027,000,  resulting in a gain in
the amount of  approximately  $6,100,000.  No  proceeds  were used to settle the
accrued  interest on the  associated  Purchase  Money  Notes  which  amounted to
approximately  $6,000,000,  resulting in forgiveness of indebtedness income. For
tax purposes,  the entire gain to be realized by the  Partnership is anticipated
to  be  approximately  $19,900,000.   For  financial  reporting  purposes,  this
transaction will be reflected in the financial  statements in the second quarter
coinciding with the Knollwoods' fiscal quarter which includes the date of sale.

Note 5 - Commitments and Contingencies

The  following  disclosure  includes  changes  and/or  additions to  disclosures
regarding the subsidiary partnerships which were in-



                                       11
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)

Note 5 - Commitments and Contingencies (continued)

cluded in the  Partnership's  Annual  Report on Form 10-K for the  period  ended
March 25,  1997 (see Note 6 for a  discussion  of the sale of the  property  and
related assets and liabilities of Northgate and Westminster).

Bonnie Doone Apartments, Ltd.

Bonnie Doone  Apartments,  Ltd.  ("Bonnie  Doone")  relies on continuance of the
Section 8 rent subsidy  contracts which represented 56% of total revenue for the
three  months ended March 31, 1997.  The current  contracts  expired on July 31,
1997 and were  extended  through  September  30,  1997,  after which  renewal is
uncertain.  Management of Bonnie Doone intends to actively pursue renewal of the
rental subsidy contract with HUD. The  Partnership's  investment in Bonnie Doone
was  approximately  $411,000 and $416,000  at June 25, 1997 and March 25,  1997,
respectively,  and the  minority  interest  balance was $0 at each date.  Bonnie
Doone's net loss after minority  interest  amounted to approximately  $5,000 and
$6,000 for the three months ended June 25, 1997 and 1996, respectively.

Rockdale West at New Bedford and Solemar at South Dartmouth

On April 8, 1997, the Partnership entered an option agreement with Rockdale West
at New Bedford  ("Rockdale") and Solemar at South Dartmouth  ("Solemar") whereby
Rockdale  and/or  Solemar can  purchase  the  Partnership's  respective  limited
partnership  interests  for prices of  approximately  $1,066,000  and  $902,000,
respectively.  The prices are each  indexed  for  inflation  and the  associated
Purchase  Money Notes  cannot be  foreclosed  upon during the term of the option
agreement.

Note 6 - Subsequent Events

On June 30, 1997,  the property and related  assets and  liabilities of Parklane
II, Ltd. ("Parklane") were sold to a third party for $3,450,000 which took title
subject to the principal  balance of a portion of the associated  Purchase Money
Notes which  amounted to  approximately  $1,254,000,  resulting in a gain in the
amount of  approximately  $700,000.  The  Partnership  used  $400,000 of the net
proceeds to settle the remaining  principal  balance of the Purchase Money Notes
and  accrued  interest  thereon  which  amounted  to  approximately  $2,900,000,
resulting in forgiveness of indebtedness income of approximately $2,500,000. For
tax purposes,  the entire gain to be realized by the  Partnership is anticipated
to  be  approximately   $4,800,000.   For  financial   reporting  purposes  this
transaction will be reflected in the financial statement in the second



                                       12
<PAGE>


                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)


Note 6 - Subsequent Events (continued)

quarter  coinciding  with  Parklane's  fiscal quarter which includes the date of
sale.

     On August 1, 1997, the property and the related  assets and  liabilities of
Northgate  Townhouse  Apartments  ("Northgate  ") were sold to a third party for
approximately  $4,000,000,  resulting  in a loss in the amount of  approximately
$300,000 and forgiveness of indebtedness  income of approximately  $200,000 as a
result of  forgiveness of amounts due to the general  partner of Northgate.  The
Partnership  used  approximately  $700,000  of the net  proceeds  to settle  the
associated  Purchase  Money  Notes  and  accrued  interest  which  had  a  total
outstanding  balance of  approximately  $6,900,000,  resulting in forgiveness of
indebtedness  income  of  approximately   $6,200,000.   Therefore,   the  entire
forgiveness  of  indebtedness  income  realized  by the  Partnership  from  this
transaction is approximately $6,400,000. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately  $9,100,000.  For
financial  reporting  purposes,  this  transaction  will  be  reflected  in  the
financial  statements in the third quarter  coinciding with  Northgate's  fiscal
quarter which includes the date of sale.

On August 1, 1997,  the  property  and the  related  assets and  liabilities  of
Westminster  Manor  Apartments  ("Westminster")  were sold to a third  party for
approximately  $7,300,000,  resulting  in a gain in the amount of  approximately
$800,000 and forgiveness of indebtedness  income of approximately  $500,000 as a
result of forgiveness of amounts due to the general partner of Westminster.  The
Partnership  used  approximately  $2,700,000  of the net  proceeds to settle the
associated  Purchase  Money  Notes  and  accrued  interest  which  had  a  total
outstanding  balance of  approximately  $8,300,000,  resulting in forgiveness of
indebtedness  income  of  approximately   $5,600,000.   Therefore,   the  entire
forgiveness  of  indebtedness  income  realized  by the  Partnership  from  this
transaction is approximately $6,100,000. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately  $10,500,000. For
financial  reporting  purposes,  this  transaction  will  be  reflected  in  the
financial  statements in the third quarter coinciding with Westminster's  fiscal
quarter which includes the date of sale.

On August 11, 1997, the Partnership's  Local Partnership  Interest in Buttonwood
Acres  at  New  Bedford   ("Buttonwood")   was  sold  back  to  Buttonwood   for
approximately  $533,000,  resulting  in a loss in the  amount  of  approximately
$2,300,000 and forgiveness of indebtedness income of approximately $1,700,000 as
a result of forgiveness of the mortgage note payable to HUD and accrued interest
thereon. No proceeds were used to settle the associated Purchase Money Notes and
accrued  interest  which  had  a  total  outstanding  balance  of  approximately
$4,800,000,   resulting  in  additional   forgiveness  of  indebtedness  income.
Therefore, the entire forgiveness of indebtedness income realized by the


                                       13
<PAGE>

                         CAMBRIDGE ADVANTAGED PROPERTIES
                      LIMITED PARTNERSHIP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 25, 1997
                                   (Unaudited)


Note 6 - Subsequent Events (continued)

Partnership from this transaction is approximately $6,500,000. For tax purposes,
the  entire  gain  to be  realized  by  the  Partnership  is  anticipated  to be
approximately  $5,700,000.  For financial reporting  purposes,  this transaction
will be reflected in the financial  statements  in the third quarter  coinciding
with Buttonwood's fiscal quarter which includes the date of sale.

On July 30, 1997, Lancaster Manor Associates,  Ltd. solicited the holders of the
associated  Purchase Money Notes to a sale for a total price of $4,000,000.  The
offer expires August 14, 1997.



                                       14
<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.
These sources are available to meet the 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.  During the
three  months  ended  June  25,  1997  and  1996,   the   Partnership   received
approximately $640,000 and $55,000, respectively, of cash flow distributions, of
which approximately  $384,000 and $0, respectively,  was used to pay interest on
the Purchase  Money Notes.  Distributions  of proceeds  from sales of properties
aggregating  approximately  $2,071,000 were made to the  Partnership  during the
three months ended June 25, 1997,  none of which was used to pay  principal  and
interest on the Purchase Money Notes. Accordingly, the General Partners advanced
funds totaling  approximately  $206,000 at both June 25, 1997 and March 25, 1997
to meet the Partnership's third party obligations. In addition, certain fees and
expense  reimbursements  owed to the General Partners amounting to approximately
$2,014,000 and $1,765,000  were accrued and unpaid as of June 25, 1997 and March
25, 1997,  respectively.  Without the General  Partners'  advances and continued
accrual  without  payment  of  certain  fees  and  expense  reimbursements,  the
Partnership  may not be in a  position  to meet  its  obligations.  The  General
Partners have continued  advancing and allowing the accrual  without  payment of
these amounts but are under no obligation to do so.

During the three months ended June 25, 1997,  cash and cash  equivalents  of the
Partnership   and  its   sixty   consolidated   Local   Partnerships   increased
approximately  $573,000.  This  increase was  primarily  due to cash provided by
operating  activities  ($1,461,000)  which  exceeded an increase in property and
equipment  ($250,000)  and  repayments  of mortgage  notes  payable  ($631,000).
Included  in the  adjustments  to  reconcile  the net  income  to cash flow from
operations is depreciation ($2,109,000).

Purchase money notes in the original  amount of  $85,458,825  were issued to the
selling  partners of the subsidiary  partnerships  as part of the purchase price
and are secured only by the interest in the subsidiary  partnership to which the
note relates (the  "Purchase  Money  Notes").  A portion of these notes,  in the
original  amount of $31,932,568  are  obligations at the subsidiary  partnership
level, whereas the remaining $53,526,257 is recorded at the Partnership level On
May 2, 1996 the property owned by Bicentennial was sold to a third party and the
associated  purchase  money  note  and  accrued  interest  thereon,  which  were
obligations 


                                       15
<PAGE>

at the subsidiary  partnership  level,  were canceled.  In addition,  during the
period May 7, 1997  through  August 11,  1997,  the  properties  and the related
assets  and  liabilities  of  seven  Local  Partnerships  and the  Partnership's
interest  in one Local  Partnership  were sold to third  parties and back to the
Local  Partnership,  respectively  and the  associated  Purchase Money Notes and
accrued  interest  thereon were settled  (see below).  The Purchase  Money Notes
provided for compound interest at rates which, in general, ranged from 9% to 10%
per annum  (except  that the Purchase  Money Note with respect to Cabarrus  Arms
Associates bears interest at 12% per annum) through August 31, 1989. Thereafter,
simple interest has accrued, without further interest thereon, through maturity,
August through December 1996 (unless extended by the Partnership for up to three
years  in  general).  As of June 25,  1997,  the  maturity  dates of each of the
Purchase  Money Notes  associated  with the  remaining  properties  owned by the
subsidiary  partnerships were extended for one year (see below).  Purchase money
notes at June 25, 1997 and March 25, 1997 include $4,336,417 of interest accrued
through August 31, 1989.

The Purchase Money Notes,  which provide for simple  interest  through  maturity
during  the  period  August  through  December  1996  (unless  extended  by  the
Partnership),  will not be in default  during the basic term  (generally  twelve
years)  if not less  than  60% of the  cash  flow  actually  distributed  to the
Partnership  by  the  corresponding  subsidiary  partnership  (generated  by the
operations, as defined) is applied first to accrued interest and then to current
interest  thereon.  Any interest not paid  currently  accrues,  without  further
interest  thereon,  through the due date of the note.  Continued accrual of such
interest beyond the initial term,  without  payment,  would reduce the effective
interest  rate of 9%. The exact  effect is not  determinable  inasmuch  as it is
dependent on the actual future interest payments and ultimate repayment dates of
the notes.  Unpaid interest of approximately  $100,439,000 and $98,278,000 as of
June 25, 1997 and March 25, 1997, respectively, has been accrued and is included
in due to selling partners in the consolidated  balance sheets. In general,  the
interest on and the principal of each Purchase Money Note is also payable to the
extent  of  the  Partnership's  actual  receipt  of  proceeds  of  the  sale  or
refinancing  of the Apartment  Complex,  or in some cases the Local  Partnership
Interest to which the Purchase Money Note relates.

The  Partnership  may elect,  upon the payment of an  extension  fee of 1/2% per
annum of the outstanding  principal  amount,  to extend the term of the Purchase
Money Notes for up to three  additional  years (four years with respect to three
subsidiary partnerships). As of June 25, 1997, the maturity dates of each of the
Purchase  Money Notes  associated  with the  remaining  properties  owned by the
subsidiary partnerships (ranging from August to 


                                       16
<PAGE>

December  1996) were extended for one year and  extension  fees in the amount of
$264,522 were incurred by the Partnership.  Of such fees incurred,  $210,968 was
accrued and added to the Purchase  Money Notes  balance in  accordance  with the
respective note agreements. The extension fees are being amortized over the term
of the  extension.  The  Partnership  expects that upon maturity of the Purchase
Money Notes,  it will be required to refinance  or sell its  investments  in the
Local  Partnerships  in order to pay the Purchase Money Notes.  The  Partnership
cannot sell or otherwise  liquidate its investments in those Local  Partnerships
which have subsidy  agreements  with HUD during the period that such  agreements
are in existence  without  HUD's  approval.  Based on the  historical  operating
results of the Local Partnerships and the current economic conditions, including
changes in tax laws,  it is uncertain as to whether the proceeds from such sales
will be  sufficient  to meet the  outstanding  balances  of  principal,  accrued
interest and extension fees.  Management is working with the selling partners to
restructure  and/or  refinance  the  notes.  No  assurance  can  be  given  that
management's  efforts will be  successful.  The Purchase Money Notes are without
personal  recourse  to either the  Partnership  or any of its  partners  and the
sellers'  recourse,  in the event of  non-payment,  would be to foreclose on the
Partnership's interests in the respective subsidiary partnerships.

Six of the Local  Partnerships have entered into contracts of sale (Villa Apollo
and Villa  Apollo #2,  Carlton  Terrace,  Cranbrook  Manor,  Oakbrook  Villa and
Lancaster Manor) for an aggregate  selling price of  approximately  $48,000,000.
The net  proceeds  will  be  used  to  satisfy  the  existing  mortgage  debt of
approximately  $17,946,000.  The balance of the proceeds  will be used to settle
the  purchase  money  notes  and  accrued  interest  with the  balance,  if any,
available for Partnership  purposes.  HUD has not yet approved the sale of these
properties.  No assurance can be given that the transactions  contemplated  will
close.

On May 7,  1997,  the  properties  and the  related  assets and  liabilities  of
Knollwood I, Ltd.,  Knollwood II, Ltd.,  Knollwood  III, Ltd., and Knollwood IV,
Ltd. were sold to a third party for $20,750,000, which took title subject to the
principal  balance  of the  associated  Purchase  Money  Notes in the  amount of
approximately  $6,027,000,  resulting  in a gain in the amount of  approximately
$6,100,000.  No  proceeds  were  used to  settle  the  accrued  interest  on the
associated  Purchase  Money Notes which  amounted to  approximately  $6,000,000,
resulting in forgiveness of indebtedness  income.  For tax purposes,  the entire
gain to be  realized  by the  Partnership  is  anticipated  to be  approximately
$19,900,000.

                                       17
<PAGE>

On June 30, 1997,  the property and related  assets and  liabilities of Parklane
II, Ltd. were sold to a third party for  $3,450,000  which took title subject to
the principal balance of a portion of the associated  Purchase Money Notes which
amounted  to  approximately  $1,254,000,  resulting  in a gain in the  amount of
approximately  $700,000.  The  Partnership  used $400,000 of the net proceeds to
settle the remaining  principal  balance of the Purchase Money Notes and accrued
interest  thereon  which  amounted to  approximately  $2,900,000,  resulting  in
forgiveness  of  indebtedness  income  of  approximately  $2,500,000.   For  tax
purposes, the entire gain to be realized by the Partnership is anticipated to be
approximately $4,800,000.

     On August 1, 1997, the property and the related  assets and  liabilities of
Northgate  Townhouse  Apartments  ("Northgate  ") were sold to a third party for
approximately  $4,000,000,  resulting  in a loss in the amount of  approximately
$300,000 and forgiveness of indebtedness  income of approximately  $200,000 as a
result of  forgiveness of amounts due to the general  partner of Northgate.  The
Partnership  used  approximately  $700,000  of the net  proceeds  to settle  the
associated  Purchase  Money  Notes  and  accrued  interest  which  had  a  total
outstanding  balance of  approximately  $6,900,000,  resulting in forgiveness of
indebtedness  income  of  approximately   $6,200,000.   Therefore,   the  entire
forgiveness  of  indebtedness  income  realized  by the  Partnership  from  this
transaction is approximately $6,400,000. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately $9,100,000.

On August 1, 1997,  the  property  and the  related  assets and  liabilities  of
Westminster  Manor  Apartments  ("Westminster")  were sold to a third  party for
approximately  $7,300,000,  resulting  in a gain in the amount of  approximately
$800,000 and forgiveness of indebtedness  income of approximately  $500,000 as a
result of forgiveness of amounts due to the general  partner of Westminster. The
Partnership  used  approximately  $2,700,000  of the net  proceeds to settle the
associated  Purchase  Money  Notes  and  accrued  interest  which  had  a  total
outstanding  balance of  approximately  $8,300,000,  resulting in forgiveness of
indebtedness  income  of  approximately   $5,600,000.   Therefore,   the  entire
forgiveness  of  indebtedness  income  realized  by the  Partnership  from  this
transaction is approximately $6,100,000. For tax purposes, the entire gain to be
realized by the Partnership is anticipated to be approximately $10,500,000.

On August 11, 1997, the Partnership's  Local Partnership  Interest in Buttonwood
Acres  at  New  Bedford   ("Buttonwood")   was  sold  back  to  Buttonwood   for
approximately  $533,000,  resulting  in a loss in the  amount  of  approximately
$2,300,000 and forgiveness of indebtedness income of approximately $1,700,000 as
a result of forgiveness of the mortgage note payable to HUD and accrued interest
thereon. No proceeds were used to settle the associated Purchase Money Notes and
accrued  interest  which  had  a  total  outstanding  balance  of  approximately
$4,800,000,   resulting  in  additional   forgiveness  of  indebtedness  income.
Therefore,  the  entire  forgiveness  of  indebtedness  income  realized  by the
Partnership from this transaction is approximately $6,500,000. For 


                                       18
<PAGE>

tax purposes,  the entire gain to be realized by the  Partnership is anticipated
to be approximately $5,700,000.

On April 8, 1997, the Partnership entered into an option agreement with Rockdale
West at New  Bedford  ("Rockdale")  and Solemar at South  Dartmouth  ("Solemar")
whereby  Rockdale  and/or  Solemar can  purchase  the  Partnership's  respective
limited  partnership  interests  for  prices  of  approximately  $1,066,000  and
$902,000,  respectively.  The  prices are each  indexed  for  inflation  and the
associated Purchase Money Notes cannot be foreclosed upon during the term of the
option agreement.

On July 30, 1997, Lancaster Manor Associates,  Ltd. solicited the holders of the
associated  Purchase Money Notes to a sale for a total price of $4,000,000.  The
offer expires August 14, 1997.

For a discussion of contingencies affecting certain Local Partnerships, see Note
5 to the financial  statements.  Since the maximum loss the Partnership would be
liable for is its net  investment  in the  respective  local  partnerships,  the
resolution of the existing  contingencies  is not  anticipated  to impact future
results of operations, liquidity or financial condition in a material way.

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not been  otherwise  disclosed,  that  will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  properties in
the  portfolio  may  be   experiencing   upswings.   However,   the   geographic
diversification  of the portfolio may not protect against a general  downturn in
the national economy.

Results of Operations

Excluding   Bicentennial,   which  sold  its  property  on  May  2,  1996,   and
administrative and management-related  parties, the results of operations of the
Partnership,  as well as the Local Partnerships,  remained fairly consistent for
the three months ended June 25, 1997 as compared to the same period in 1996. The
majority  of Local  Partnership  income  continues  to be in the form of  rental
income  with  the   corresponding   expenses  being  divided  among  operations,
depreciation  and mortgage  interest.  In  addition,  the  Partnership  incurred
interest expense relating to the Purchase Money Notes which were issued when the
Local Partnerships were acquired.


                                       19
<PAGE>

Rental income decreased  approximately 1% during the three months ended June 25,
1997 as  compared  to 1996.  Excluding  Bicentennial,  rental  income  increased
approximately 2% during the three months ended June 25, 1997 as compared to 1996
primarily due to rental rate increases.

Other income decreased approximately $84,000 for the three months ended June 25,
1997 as compared to 1996  primarily due to the receipt of insurance  proceeds in
the first quarter of 1996 relating to a fire claim at one Local  Partnership and
roof damage caused by a hurricane at another Local Partnership.

Total expenses excluding  Bicentennial and administrative and management-related
parties  remained  fairly  consistent  with an  increase of less than 1% for the
three months ended June 25, 1997 as compared to the same period in 1996.

Administrative and management-related  parties increased  approximately $284,000
for the three months ending June 25, 1997 as compared to the same period in 1996
primarily  due to an  increase in  partnership  management  fees  payable to the
General Partners.


                                       20
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

          The  litigation  described  in  Note  5 to  the  financial  statements
          contained in Part I, Item I is incorporated herein by reference.

Item 2.   Changes in Securities - 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 and Reports on Form 8-K

          (a) Exhibits:

              27 Financial Data Schedule (filed herewith).

          (b) Reports on Form 8-K - No reports on Form 8-K were filed during the
          quarter


                                       21
<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 8, 1997

                                  By:/s/ Alan P. Hirmes
                                     ---------------------------------
                                     Alan P. Hirmes,
                                     Vice President
                                     (principal financial officer)
               
Date:  August 8, 1997

                                  By:/s/ Richard A. Palermo
                                     ---------------------------------
                                     Richard A. Palermo,
                                     Treasurer
                                     (principal accounting officer)
               

                              By: ASSISTED HOUSING ASSOCIATES,
                                  INC., a General Partner
               
Date:  August 8, 1997

                                  By:/s/ Paul L. Abbott
                                     ---------------------------------
                                     Paul L. Abbott,
                                     President



                                       22