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

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FORM 10-Q

|x                                                      |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------
|                                                      
|For the quarterly period ended June 30, 2003          
|                                                      
|or                                                    
|                                                      
|o                                                      |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|                                                      
|Commission file number 33-85492                       
|                                                      
|                                                      
|                                                      
|CP LIMITED PARTNERSHIP                                
|(exact name of registrant as specified in its charter)

|MARYLAND                                                   |  | 38-3140664                          
|---------------------------------------------------------- |  | ------------------------------------
|                                                           |  |                                     
|(State of incorporation)                                   |  | (I.R.S. Employer Identification No.)
|                                                           |  |                                     
|6160 South Syracuse Way, Greenwood Village, Colorado 80111
|(Address of principal executive offices)                  
|                                                          
|303.741.3707                                              
|Registrants telephone number, including area code        

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, and (2) has been subject to such filing requirements for the past 90
days.

|Yes x | No o
|----- | ----

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CP LIMITED PARTNERSHIP FORM 10-Q INDEX

|          |                                                                                                       | Pages 
|--------- | ----------------------------------------------------------------------------------------------------- | ------
|          |                                                                                                       |       
|PART I.   | FINANCIAL INFORMATION                                                                                 |       
|          |                                                                                                       |       
|Item 1.   | Financial Statements (unaudited)                                                                      |       
|          |                                                                                                       |       
|          | Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2003 and 2002 | 1     
|          |                                                                                                       |       
|          | Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002                       | 2     
|          |                                                                                                       |       
|          | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002       | 3     
|          |                                                                                                       |       
|          | Notes to Condensed Consolidated Financial Statements                                                  | 4 - 9 
|          |                                                                                                       |       
|Item 2.   | Management Discussion and Analysis of Financial Condition and Results of Operations                   | 9 - 17
|          |                                                                                                       |       
|Item 3.   | Quantitative and Qualitative Disclosures about Market Risk                                            | 17    
|          |                                                                                                       |       
|Item 4.   | Controls and Procedures                                                                               | 18    
|          |                                                                                                       |       
|PART II.  | OTHER INFORMATION                                                                                     | 18    
|          |                                                                                                       |       
|SIGNATURE |                                                                                                       | 24    



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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)

|                                                                 |  | Three Months Ended June 30, |        | Six Months Ended June 30, |  
|---------------------------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|                                                                 |  |                             |        |                           |  
|                                                                 |  | 2003                        |        | 2002                      |  
|                                                                 |  |                             |        |                           |  
|Revenues:                                                        |  |                             |        |                           |  
|Rental income                                                    |  | $                           | 70,721 |                           | $
|Interest income                                                  |  |                             | 2,180  |                           |  
|Management fee and other income (loss)                           |  |                             | (155   | )                         |  
|                                                                 |  |                             |        |                           |  
|                                                                 |  |                             | 72,746 |                           |  
|Expenses:                                                        |  |                             |        |                           |  
|Property operating and maintenance                               |  |                             | 22,404 |                           |  
|Real estate taxes                                                |  |                             | 4,764  |                           |  
|Depreciation and amortization                                    |  |                             | 19,942 |                           |  
|Administrative                                                   |  |                             | 3,210  |                           |  
|Merger costs                                                     |  |                             | 2,802  |                           |  
|Interest and related amortization                                |  |                             | 18,805 |                           |  
|                                                                 |  |                             |        |                           |  
|                                                                 |  |                             | 71,927 |                           |  
|                                                                 |  |                             |        |                           |  
|Income before gain on disposition of properties and distribution |  |                             | 819    |                           |  
|Gain on disposition of properties                                |  |                             |       |                           |  
|Distribution to preferred OP Unitholders                         |  |                             | (1,523 | )                         |  
|                                                                 |  |                             |        |                           |  
|Income (loss) from continuing operations                         |  |                             | (704   | )                         |  
|                                                                 |  |                             |        |                           |  
|Discontinued operations:                                         |  |                             |        |                           |  
|Income from discontinued operations                              |  |                             | 126    |                           |  
|Gain on disposition of properties                                |  |                             | 5,058  |                           |  
|                                                                 |  |                             |        |                           |  
|Income from discontinued operations                              |  |                             | 5,184  |                           |  
|                                                                 |  |                             |        |                           |  
|Income before cumulative effect of accounting change             |  |                             | 4,480  |                           |  
|Cumulative effect of accounting change                           |  |                             |       |                           |  
|                                                                 |  |                             |        |                           |  
|Net income attributable to common OP Unitholders                 |  | $                           | 4,480  |                           | $
|                                                                 |  |                             |        |                           |  
|Net income attributable to common OP Unitholders:                |  |                             |        |                           |  
|General partner                                                  |  | $                           | 3,777  |                           | $
|Limited partners                                                 |  |                             | 703    |                           |  
|                                                                 |  |                             |        |                           |  
|                                                                 |  | $                           | 4,480  |                           | $
|                                                                 |  |                             |        |                           |  
|Earnings per OP Unit - basic                                     |  |                             |        |                           |  
|Income (loss) from continuing operations                         |  | $                           | (0.02  | )                         | $
|Income from discontinued operations                              |  |                             | 0.15   |                           |  
|                                                                 |  |                             |        |                           |  
|Income before cumulative effect of accounting change             |  |                             | 0.13   |                           |  
|Cumulative effect of accounting change                           |  |                             |       |                           |  
|                                                                 |  |                             |        |                           |  
|Net income attributable to common OP Unitholders                 |  | $                           | 0.13   |                           | $
|                                                                 |  |                             |        |                           |  
|Weighted average common OP Units -  basic                        |  |                             | 35,039 |                           |  
|                                                                 |  |                             |        |                           |  
|Earnings per OP Unit - diluted                                   |  |                             |        |                           |  
|Income (loss) from continuing operations                         |  | $                           | (0.02  | )                         | $
|Income from discontinued operations                              |  |                             | 0.15   |                           |  
|                                                                 |  |                             |        |                           |  
|Income before cumulative effect of accounting change             |  |                             | 0.13   |                           |  
|Cumulative effect of accounting change                           |  |                             |       |                           |  
|                                                                 |  |                             |        |                           |  
|Net income attributable to common OP Unitholders                 |  | $                           | 0.13   |                           | $
|                                                                 |  |                             |        |                           |  
|Weighted average common OP Units - diluted                       |  |                             | 35,153 |                           |  
|                                                                 |  |                             |        |                           |  

The accompanying notes are an integral part of the financial statements.

1



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CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                                                          |  | June 30, 2003 (Unaudited) |           | December 31, 2002 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | --------- | ----------------- | -
|                                                                                                                                                                                                          |  |                           |           |                   |  
|ASSETS                                                                                                                                                                                                    |  |                           |           |                   |  
|Rental property:                                                                                                                                                                                          |  |                           |           |                   |  
|Land                                                                                                                                                                                                      |  | $                         | 233,762   |                   | $
|Land and improvements for expansion sites                                                                                                                                                                 |  |                           | 40,289    |                   |  
|Depreciable property, net                                                                                                                                                                                 |  |                           | 1,549,461 |                   |  
|                                                                                                                                                                                                          |  |                           |           |                   |  
|                                                                                                                                                                                                          |  |                           | 1,823,512 |                   |  
|Less:  accumulated depreciation                                                                                                                                                                           |  |                           | 377,598   |                   |  
|                                                                                                                                                                                                          |  |                           |           |                   |  
|Net rental property                                                                                                                                                                                       |  |                           | 1,445,914 |                   |  
|Rental property held for sale                                                                                                                                                                             |  |                           |          |                   |  
|Cash and cash equivalents                                                                                                                                                                                 |  |                           | 6,528     |                   |  
|Rents and other receivables, net                                                                                                                                                                          |  |                           | 5,194     |                   |  
|Notes receivable                                                                                                                                                                                          |  |                           | 44,540    |                   |  
|Investments in and advances to affiliates                                                                                                                                                                 |  |                           | 68,611    |                   |  
|Prepaid expenses and other assets                                                                                                                                                                         |  |                           | 12,966    |                   |  
|                                                                                                                                                                                                          |  |                           |           |                   |  
|Total assets                                                                                                                                                                                              |  | $                         | 1,583,753 |                   | $
|                                                                                                                                                                                                          |  |                           |           |                   |  
|LIABILITIES                                                                                                                                                                                               |  |                           |           |                   |  
|Debt                                                                                                                                                                                                      |  | $                         | 1,094,051 |                   | $
|Accrued interest payable                                                                                                                                                                                  |  |                           | 11,323    |                   |  
|Accounts payable and accrued expenses                                                                                                                                                                     |  |                           | 22,221    |                   |  
|Rents received in advance and security deposits                                                                                                                                                           |  |                           | 19,861    |                   |  
|Distributions payable                                                                                                                                                                                     |  |                           | 20,168    |                   |  
|                                                                                                                                                                                                          |  |                           |           |                   |  
|Total liabilities                                                                                                                                                                                         |  |                           | 1,167,624 |                   |  
|PARTNERS CAPITAL                                                                                                                                                                                         |  |                           |           |                   |  
|Partners Capital, Unlimited Authorized Units:                                                                                                                                                            |  |                           |           |                   |  
|35,321,823 and 34,960,102, Common OP Units outstanding at June 30, 2003 and December 31, 2002, respectively 1,500,000 Preferred OP Units
outstanding at June 30, 2003 and December 31, 2002, respectively |  |                           |          |                   |  
|General Partner                                                                                                                                                                                           |  |                           | 289,824   |                   |  
|Limited Partners                                                                                                                                                                                          |  |                           | 53,348    |                   |  
|Preferred OP Units, Series A                                                                                                                                                                              |  |                           | 72,957    |                   |  
|                                                                                                                                                                                                          |  |                           |           |                   |  
|Total partners capital                                                                                                                                                                                   |  |                           | 416,129   |                   |  
|                                                                                                                                                                                                          |  |                           |           |                   |  
|Total liabilities and partners capital                                                                                                                                                                   |  | $                         | 1,583,753 |                   | $
|                                                                                                                                                                                                          |  |                           |           |                   |  

The accompanying notes are an integral part of the financial statements.

2



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CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                  |  | Six Months Ended June 30, |         
|--------------------------------------------------------------------------------- |  | ------------------------- | --------
|                                                                                  |  |                           |         
|                                                                                  |  | 2003                      |         
|                                                                                  |  |                           |         
|Cash flows from operating activities:                                             |  |                           |         
|Net income attributable to common OP Unitholders                                  |  | $                         | 8,795   
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |         
|Discontinued operations                                                           |  |                           | (5,065  
|Share of loss from CSI                                                            |  |                           | 836     
|Share of loss from NTandem                                                       |  |                           | 27      
|Net gain on disposition of properties - continuing operations                     |  |                           |        
|Cumulative effect of accounting change                                            |  |                           |        
|Bad debt expense                                                                  |  |                           | 211     
|Depreciation and amortization from continuing operations                          |  |                           | 37,949  
|Amortization of debt issuance costs                                               |  |                           | 2,373   
|(Increase)/decrease in operating assets                                           |  |                           | 3,263   
|Increase/(decrease) in operating liabilities                                      |  |                           | 1,260   
|                                                                                  |  |                           |         
|Net cash provided by operating activities                                         |  |                           | 49,649  
|Cash flows from investing activities:                                             |  |                           |         
|Net proceeds from dispositions of rental properties                               |  |                           | 27,124  
|Collection of amounts held in escrow, from prior year property dispositions       |  |                           |        
|Proceeds from property dispositions, held in escrow                               |  |                           |        
|Acquisition of NTandem                                                           |  |                           | (5,109  
|Additions to rental property and equipment                                        |  |                           | (11,344 
|Acquisitions of rental properties and land to be developed                        |  |                           |        
|Investment in and advances to affiliates                                          |  |                           | (19,212 
|Payments on Notes Receivable - OP Unitholder                                      |  |                           | 6,000   
|Payments (advances) on notes receivable, net                                      |  |                           | (1,775  
|                                                                                  |  |                           |         
|Net cash (used in) provided by investing activities                               |  |                           | (4,316  
|Cash flows from financing activities:                                             |  |                           |         
|Proceeds from the issuance of debt                                                |  |                           | 36,607  
|Borrowings on line of credit                                                      |  |                           | 98,484  
|Payments on line of credit                                                        |  |                           | (141,016
|Re-payment of acquisition facility                                                |  |                           |        
|Principal payments on debt                                                        |  |                           | (3,788  
|Distributions to OP Unitholders                                                   |  |                           | (38,475 
|Payment of debt issuance costs                                                    |  |                           | (1,143  
|Exercise of Chateaus common stock options and other                              |  |                           | 8,501   
|                                                                                  |  |                           |         
|Net cash used in financing activities                                             |  |                           | (40,830 
|                                                                                  |  |                           |         
|Increase in cash and cash equivalents                                             |  |                           | 4,503   
|Cash and cash equivalents, beginning of period                                    |  |                           | 2,025   
|                                                                                  |  |                           |         
|Cash and cash equivalents, end of period                                          |  | $                         | 6,528   
|                                                                                  |  |                           |         
|Supplemental cash flow information:                                               |  |                           |         
|Fair market value of OP Units issued in connection with acquisitions/development  |  | $                         | 811     
|                                                                                  |  |                           |         
|Forgiveness of advances to NTandem                                               |  | $                         | 28,231  
|                                                                                  |  |                           |         
|Conversion of notes receivable from NTandem to equity in NTandem                |  | $                         | 27,211  
|                                                                                  |  |                           |         
|Debt assumed in connection with NTandem acquisition                              |  | $                         | 89,955  
|                                                                                  |  |                           |         

The accompanying notes are an integral part of the financial statements.

3



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CP LIMITED PARTNERSHIP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

|1. | Background and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Background-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | CP Limited Partnership is a limited partnership and was formed by Chateau Communities, Inc., a real estate investment trust, as a general partner and Chateau Estates, as the initial limited
partner, on September 16, 1993.  We are engaged in owning and operating manufactured housing community properties.  As of June 30, 2003, our portfolio consisted of 231 properties, containing an aggregate of 74,396 homesites and 1,359 park
model/RV sites, located in 35 states.  We also fee manage two properties, containing an aggregate of 377 homesites.                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and in conformity with the rules and regulations of the
Securities and Exchange Commission requires management to make estimates and assumptions. These estimates may 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 period. Actual results could differ from those estimates.                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In our opinion, the interim financial statements presented herein reflect all adjustments of a normal and recurring nature that are necessary to fairly present the interim financial
statements.  The results of operations for the interim period are not necessarily indicative of the results that may be expected for the year ended December 31, 2003.  These financial statements should be read in conjunction with the
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002.                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Basis of Presentation -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying condensed consolidated financial statements include all accounts of CP Limited Partnership and our subsidiaries. Chateau and ROC Communities, Inc. are general
partners.  As of June 30, 2003, Chateau owned on a combined basis, an 85 percent general partner interest.  Pursuant to the terms of the operating partnership agreement, we are required to reimburse Chateau for the net expenses incurred by
Chateau.  Amounts paid on behalf of Chateau by us are reflected in the statement of income as general and administrative expenses.  The balance sheet of Chateau as of June 30, 2003 is identical to our accompanying balance sheet, except as
follows:

|(In thousands)                               |  | As Presented Herein June 30, 2003 |         | Adjustments |   | Chateau Communities, Inc June 30, 2003 |  
|-------------------------------------------- |  | --------------------------------- | ------- | ----------- | - | -------------------------------------- | -
|                                             |  |                                   |         |             |   |                                        |  
|Minority interests in CP Limited Partnership |  | $                                 |        |             | $ | 126,305                                |  
|                                             |  |                                   |         |             |   |                                        |  
|Equity:                                      |  |                                   |         |             |   |                                        |  
|General partner                              |  | $                                 | 289,824 |             | $ | (289,824                               | )
|Limited partners                             |  |                                   | 126,305 |             |   | (126,305                               | )
|Common stock                                 |  |                                   |        |             |   | 300                                    |  
|Additional paid-in capital                   |  |                                   |        |             |   | 511,972                                |  
|Dividends in excess of accumulated earnings  |  |                                   |        |             |   | (208,206                               | )
|Accumulated other comprehensive income       |  |                                   |        |             |   | (5,046                                 | )
|Notes receivable from officers               |  |                                   |        |             |   | (9,196                                 | )
|                                             |  |                                   |         |             |   |                                        |  
|Partners capital/shareholders equity       |  | $                                 | 416,129 |             | $ | (126,305                               | )
|                                             |  |                                   |         |             |   |                                        |  

4



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|   | We own 100% of the preferred stock of Community Sales, Inc. (CSI), our taxable service corporation through which we conduct manufactured home sales and brokerage
activities.  Through our ownership, we are entitled to 100% of the CSI cash flow and economics; however, we account for our investment in CSI using the equity method of accounting, since we do not own any of its voting common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Certain prior year amounts have been reclassified to conform to current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Pending Merger:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On May 29, 2003, we entered into a definitive agreement and plan of merger with Hometown America, LLC (Hometown) and Hometown America Holdings, LLC.  Pursuant to the merger
agreement, (i) Chateau Communities, Inc. will merge with and into a subsidiary of Hometown with the subsidiary being the surviving entity in such merger, (ii) CP Limited Partnership will merge with a separate subsidiary of Hometown in which CP
Limited Partnership will survive the merger (in such capacity, the Surviving Partnership), (iii) each of the issued and outstanding shares of Chateaus common stock (other than those held by Hometown and its affiliates) will be
converted into the right to receive $29.25 in cash without interest, and (iv) each OP Unit will be converted into the right to receive either (a) $29.25 in cash without interest or (b) if the OP Unitholder so elects and meets certain requirements,
one 8% Rate Resetting Cumulative Redeemable Preferred Partnership Unit in the Surviving Partnership (the 8% Preferred Units).  The merger agreement is subject to customary closing conditions, including the approval of the
transaction by Chateaus stockholders and OP Unitholders, and is anticipated to be completed in the third quarter of 2003.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Related Party Transactions and Purchase of NTandem:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the first half of 2003, we owned approximately 19% of NTandem Trusts (NTandem) outstanding equity. In addition, we owned NTandems external
advisor and provided financing and management and other services to NTandem. As such, we possessed significant influence over the operating and financial decisions of NTandem, and accordingly, accounted for our investment in
NTandem utilizing the equity method of accounting. In connection with the acquisition, we acquired a unilateral right to convert our notes receivable from NTandem into a common equity investment in NTandem effective April 1, 2003
and accordingly began consolidating NTandem.  We exercised that right in April 2003.  On June 23, 2003 we purchased the interests in two subsidiaries of NTandem that we did not already own.  The total purchase price of
approximately $153 million was allocated as follows:                                                                                                                                                                                                                                                                                                                                                                     

|(In thousands)                                   |  |   |         | 
|------------------------------------------------ |  | - | ------- | 
|                                                 |  |   |         | 
|Assumed debt                                     |  | $ | 89,955  | 
|Equity investment and advances prior to purchase |  |   | 55,442  | 
|Other liabilities assumed                        |  |   | 2,956   | 
|Cash paid                                        |  |   | 5,109   | 
|                                                 |  |   |         | 
|Total                                            |  | $ | 153,462 | 
|                                                 |  |   |         | 

|4. | Comprehensive Income:                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                             
|   | We amortize the loss of a forward rate interest swap hedge transaction, which was settled in 2001 with the issuance of fixed rate debt and included in the General Partner equity section of
the Condensed Consolidated Balance Sheets.  Total comprehensive income for the six months ended June 30, 2003 and 2002 is summarized as follows (in thousands):

5



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|                                                    |  | 2003 |       | 2002 |  
|--------------------------------------------------- |  | ---- | ----- | ---- | -
|                                                    |  |      |       |      |  
|Net income available to OP Unitholders              |  | $    | 8,795 |      | $
|Add back: amortization of hedge loss                |  |      | 491   |      |  
|Less: adjustment for amounts included in net income |  |      | (491  | )    |  
|                                                    |  |      |       |      |  
|Total comprehensive income                          |  | $    | 8,795 |      | $
|                                                    |  |      |       |      |  

|5. | Partners Capital:                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                       
|   | On May 15, 2003, we declared a cash distribution of $.55 per OP Unit to OP Unitholders of record as of June 30, 2003.  The distribution was paid July 15, 2003 and is included in
distributions payable in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2003.
|   |                                                                                                                                                                                                                                                                                       
|   | On February 25, 2003, we declared a cash distribution of $.55 per OP Unit to OP Unitholders of record as of March 31, 2003.  The distribution was paid April 15, 2003.                                                                                                                
|   |                                                                                                                                                                                                                                                                                       
|   | Basic and diluted earnings per OP Unit are summarized in the following table:                                                                                                                                                                                                         

|(In thousands, except per OP Unit data)      |  | For the Three MonthsEnded June 30, |        | For the Six MonthsEnded June 30, |  
|-------------------------------------------- |  | ---------------------------------- | ------ | -------------------------------- | -
|                                             |  |                                    |        |                                  |  
|                                             |  | 2003                               |        | 2002                             |  
|                                             |  |                                    |        |                                  |  
|Basic earnings per OP Unit:                  |  |                                    |        |                                  |  
|Income (loss) from continuing operations     |  | $                                  | (704   | )                                | $
|                                             |  |                                    |        |                                  |  
|Weighted average common OP Units - Basic     |  |                                    | 35,039 |                                  |  
|                                             |  |                                    |        |                                  |  
|Per OP Unit                                  |  | $                                  | (0.02  | )                                | $
|                                             |  |                                    |        |                                  |  
|Diluted earnings per OP Unit:                |  |                                    |        |                                  |  
|Income (loss) from continuing operations     |  | $                                  | (704   | )                                | $
|                                             |  |                                    |        |                                  |  
|Weighted average common OP Units outstanding |  |                                    | 35,039 |                                  |  
|Chateau employee stock options               |  |                                    | 114    |                                  |  
|                                             |  |                                    |        |                                  |  
|Weighted average common OP Units - Diluted   |  |                                    | 35,153 |                                  |  
|                                             |  |                                    |        |                                  |  
|Per OP Unit                                  |  | $                                  | (0.02  | )                                | $
|                                             |  |                                    |        |                                  |  

|   | We have notes receivable from Chateau stock option exercises that bear interest, primarily at LIBOR plus 80 basis points, range in maturity dates from 2003 to 2005, are
collateralized by the underlying Chateau common shares, and are non-recourse to the borrower.  Several of these notes were repaid in July 2003.  As of July 31, 2003, there is $6.0 million in notes outstanding, which are collateralized by
approximately 200,000 shares of Chateau common stock.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | Goodwill:                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | We adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), as of January 1, 2002.  Under the new rules, goodwill and
intangible assets deemed to have indefinite lives are no longer amortized, instead being subject to impairment tests at least annually.                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | SFAS No. 142 requires us to test goodwill for impairment using a two-step process.  The first step is a screen for potential impairment, while the second step measures the amount of
impairment.  We completed the first step of our goodwill impairment testing by the end of the second fiscal quarter of 2002.  As a result of performing the first step of goodwill impairment testing, we identified
impairment                                                     

6



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|   | related to the goodwill associated with CSIs only company-owned home sales dealership.  As allowed under the transitional provisions of SFAS No. 142, we completed the
second step in the third quarter of 2002. As a result of this test, we recognized impairment of approximately $1.0 million before allocation to minority interests.  The impairment loss was recorded in the first quarter of 2002 as a
cumulative effect of a change in accounting principle in the Condensed Consolidated Statements of Income.                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | Rental Property Held for Sale / Discontinued Operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Assets held for sale are carried at the lower of book value or fair value less costs to sell the assets.  Consistent with SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets, income from discontinued operations, for all periods presented, includes the results of operations through the property sale date.  During 2003, we sold eight communities for a combined gross sales price of $28.9
million ($27.1 million net of costs of disposition), which includes a net gain on sale of $5.5 million.  These communities are included in discontinued operations for all periods presented.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During 2002, we disposed of eleven communities, which are included in discontinued operations in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The following table shows the results for the discontinued operations, in thousands:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|                                                                             |  | For the Three Months Ended June 30, |       | For the Six Months Ended June 30, |  
|---------------------------------------------------------------------------- |  | ----------------------------------- | ----- | --------------------------------- | -
|                                                                             |  |                                     |       |                                   |  
|                                                                             |  | 2003                                |       | 2002                              |  
|                                                                             |  |                                     |       |                                   |  
|Total revenues                                                               |  | $                                   | 584   |                                   | $
|Total operating expenses                                                     |  |                                     | (321  | )                                 |  
|Interest expense and related amortization                                    |  |                                     | (38   | )                                 |  
|Depreciation expense                                                         |  |                                     | (99   | )                                 |  
|                                                                             |  |                                     |       |                                   |  
|Income from discontinued operations before gain on disposition of properties |  |                                     | 126   |                                   |  
|Gain on disposition of properties                                            |  |                                     | 5,058 |                                   |  
|                                                                             |  |                                     |       |                                   |  
|Income from discontinued operations                                          |  | $                                   | 5,184 |                                   | $
|                                                                             |  |                                     |       |                                   |  

|8. | Financing:                                                                                             
|-- | -------------------------------------------------------------------------------------------------------
|   |                                                                                                        
|   | The following table sets forth certain information regarding outstanding indebtedness at June 30, 2003:

|(Dollars in thousands)      |  | Weighted Average Interest Rate |      | Maturity Date |  | Principal Balance | 
|--------------------------- |  | ------------------------------ | ---- | ------------- |  | ----------------- | 
|                            |  |                                |      |               |  |                   | 
|Fixed rate mortgage debt    |  |                                | 7.60 | %             |  | 2003  2013       | 
|Unsecured senior notes      |  |                                | 7.77 | %             |  | 2003  2021       | 
|Unsecured installment notes |  |                                | 7.55 | %             |  | 2005  2012       | 
|                            |  |                                |      |               |  |                   | 
|Total fixed rate debt       |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 
|Unsecured term loan         |  |                                | 3.01 | %             |  | 2004              | 
|Unsecured lines of credit   |  |                                | 2.50 | %             |  | 2003  2005       | 
|                            |  |                                |      |               |  |                   | 
|Total variable rate debt    |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 

| | We have a line of credit available with BankOne, N.A., acting as lead agent with a total borrowing capacity of $175 million (the Bank One Credit Facility). 
Beginning April 2003, our borrowing capacity on this facility was restricted by $10 million each month to ensure adequate availability to repay $50
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



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|   | million of senior unsecured notes upon their maturity in August 2003.  Subsequent to the repayment, the borrowing capacity was restored to $175 million.  The Bank One
Credit Facility matures in February 2005 and, as of June 30, 2003, the facility bears interest at LIBOR plus 140 basis points (2.52% as of June 30, 2003).  In addition, we have a $7.5 million revolving line of credit from US Bank, which, as of
June 30, 2003, bears interest at a rate of LIBOR plus 125 basis points (2.37% as of June 30, 2003) (together with our Bank One Credit Facility, Credit Facilities).  As of June 30, 2003 we had approximately $86.6 million outstanding
under our Credit Facilities and had available approximately $66 million in additional borrowing capacity.                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | We have a $125 million term loan with BankOne acting as lead agent, which, as of June 30, 2003, bears interest at LIBOR plus 175 basis points (2.87% as of June 30, 2003) and matures in May
2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In January 2003, Standard & Poors Ratings Services affirmed our credit ratings at BBB-, but revised its outlook for our company from stable to negative.  In March 2003,
Moodys Investors Service revised our debt rating to Ba1, outlook uncertain.  Among other things, the downgrade was attributed to uncertainty regarding plans to address 2004 and 2005 debt maturities.  This downgrade resulted in
increased borrowing costs under our Bank One Credit Facility, term loan and under our combined $70 million of unsecured senior notes.  The unsecured senior notes were repaid in July (see below).                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During June 2003, we agreed to prepay our $50 million unsecured senior notes due 2021 with proceeds from a loan from Hometown (see below).  We prepaid this debt on July 25, 2003. 
As a result of this pre-payment, we incurred a penalty of approximately $21 million, which will be charged to expense in the third quarter.  Also in June 2003, after notifying the lender regarding the $50 million prepayment, this lender
notified us of their intent to require us to repurchase an additional $20 million of unsecured senior notes, which was scheduled to mature November 2003.  We repaid this debt (which also included approximately $0.4 million in prepayment
penalties and other charges) in July 2003 with proceeds from borrowings under our Credit Facilities (see below).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On June 26, 2003, we entered into an agreement with Hometown to provide us with a loan of $85 million, which is secured by six communities, bears interest at a rate of LIBOR plus 250 basis
points and matures March 2004. The proceeds from this loan were received in July 2003 and were used to repay the $50 million unsecured senior notes due 2021, including the required prepayment premium and associated fees and expenses, and to reduce
the balance outstanding under our Bank One Credit Facility, which was used on July 7, 2003 to repay the related $20 million of senior unsecured notes, including the required prepayment premium and associated fees and expenses.                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During June 2003, we refinanced two loans that increased our borrowing by $23.6 million and decreased our interest rate by 18 basis points.  Also during June 2003, we secured a loan on
one property with proceeds of $13 million at an interest rate of 5% due in 2013.  In July 2003, we securitized one community at an interest rate of 5.75% and maturing in 2013, resulting in proceeds of $10 million.                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Proceeds from these financing activities were used to reduce the balance outstanding on our Bank One Credit Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9. | Chateaus Stock Options Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | If compensation cost for stock option grants had been recognized based on the fair value at the grant dates for June 30, 2003 and 2002 consistent with the method allowed by SFAS No. 123,
Accounting for Stock-Based Compensation, net income and net income per OP Unit share would have been (in thousands, except per OP Unit data):                                                                                                                                                                                                                                                                                                                                                                                                                                                    

8



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|                                                                                                  |  | For the Three Months Ended June 30, |       | For the Six Months Ended June 30, |  
|------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | --------------------------------- | -
|                                                                                                  |  |                                     |       |                                   |  
|                                                                                                  |  | 2003                                |       | 2002                              |  
|                                                                                                  |  |                                     |       |                                   |  
|Net income attributable to common OP Unitholders, as reported                                     |  | $                                   | 4,480 |                                   | $
|Less: Total employee compensation expense determined under fair value based method for all awards |  |                                     | (540  | )                                 |  
|                                                                                                  |  |                                     |       |                                   |  
|Pro forma net income                                                                              |  | $                                   | 3,940 |                                   | $
|                                                                                                  |  |                                     |       |                                   |  
|Earnings per OP Unit                                                                              |  |                                     |       |                                   |  
|Basic - as reported                                                                               |  | $                                   | 0.13  |                                   | $
|                                                                                                  |  |                                     |       |                                   |  
|Basic - pro forma                                                                                 |  | $                                   | 0.11  |                                   | $
|                                                                                                  |  |                                     |       |                                   |  
|Diluted - as reported                                                                             |  | $                                   | 0.13  |                                   | $
|                                                                                                  |  |                                     |       |                                   |  
|Diluted - pro forma                                                                               |  | $                                   | 0.11  |                                   | $
|                                                                                                  |  |                                     |       |                                   |  

|10. | New Accounting Pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In May 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity (SFAS 150).  This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. Under SFAS 150, an issuer is required to classify
financial instruments issued in the form of shares that are mandatorily redeemable, financial instruments that, at inception, embody an obligation to repurchase the issuers equity shares and financial instruments that embody an unconditional
obligation, as liabilities.  The Company is currently evaluating the impact the adoption of SFAS No. 150 will have on its financial position, results of operations and cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.148, Accounting for Stock-Based Compensation  Transition Disclosure  an
amendment of FASB Statement No. 123 (SFAS No. 148).  SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation.  We have not yet elected to adopt the transitional provisions of this standard.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities (FIN 46). A variable interest entity is a corporation, partnership, trust, or
any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A
variable interest entity often holds financial assets, including loans or receivables, real estate or other property.  A company that consolidates a variable interest entity is called the primary beneficiary.  Previous practice has
dictated that one company would include another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes that by requiring a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. FIN 46 also requires disclosures about variable interest
entities that the company is not required to consolidate but in which it has a significant variable interest.  This statement is effective in two parts.  The statement immediately applies to variable interest entities created after January
31, 2003, and to variable interest entities in which an enterprise obtains an interest after January 31, 2003.  The statement applies no later than the first fiscal year or interim period beginning after June 15, 2003, to variable interest
entities in which an enterprise holds a variable interest that it acquired prior to February 1, 2003.  The adoption of this statement will require the consolidation of CSI beginning July 1, 2003.

|Item 2. | Management Discussion and Analysis of Financial Condition and Results of Operations
|------- | -----------------------------------------------------------------------------------

9



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The following discussion should be read in conjunction with the financial statements and notes appearing elsewhere in this report and with Annual Report on Form 10-K for the
year ended December 31, 2002.  Certain statements in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Act of 1995.  Such forward-looking statements may involve our plans,
objectives and expectations that may be impacted by a number of risks and uncertainties.  Those risks and uncertainties include, but are not limited to: national, regional and local economic climates, competition from other forms of single or
multi-family housing, changes in market rental rates, supply and demand for affordable housing, the ability of manufactured home buyers to obtain financing, our ability to maintain rental rates and occupancy, the level of repossessions by
manufactured home lenders, changes in interest rates, the pace of dispositions, our corporate debt ratings, and the condition of capital markets.  We undertake no duty or obligation to update or revise these forward-looking statements, whether
as a result of new information, future developments, or otherwise.

Overview

We were formed by Chateau, as a general partner, and
Chateau Estates, as the initial partner, in September 1993 to own, operate, manage, acquire, develop and expand manufactured housing communities. Chateau conducts substantially all of its activities through us, owns directly and through ROC
Communities, Inc. (ROC), our other general partner, an approximate 85% general partner interest as of June 30, 2003.  As of June 30, 2003, we owned 231 properties containing an aggregate of 74,396 homesites and 1,359 park model/RV
sites, located in 35 states.  Approximately 27% of these homesites were in Florida, 22.5% were in Michigan, and 8.2% were in Georgia.

On May 29, 2003, we entered into a definitive agreement
and plan of merger with Hometown America, LLC (Hometown) and Hometown America Holdings, LLC.  Pursuant to the merger agreement, (i) Chateau Communities, Inc. will merge with and into a subsidiary of Hometown with the subsidiary
being the surviving entity in such merger, (ii) CP Limited Partnership will merge with a separate subsidiary of Hometown in which CP Limited Partnership will survive the merger (in such capacity, the Surviving Partnership), (iii) each of
the issued and outstanding shares of Chateaus common stock (other than those held by Hometown and its affiliates) will be converted into the right to receive $29.25 in cash without interest, and (iv) each OP unit will be converted into the
right to receive either (a) $29.25 in cash without interest or (b) if the OP Unitholder so elects and meets certain requirements, one 8% Rate Resetting Cumulative Redeemable Preferred Partnership Unit in the Surviving Partnership (the 8%
Preferred Units)  The merger agreement is subject to customary closing conditions, including the approval of the transaction by Chateaus stockholders and OP Unitholders, and is anticipated to be completed in the third quarter of
2003.

During the first half of 2003, we owned approximately 19% of NTandem Trusts (NTandem) outstanding equity. In addition, we owned NTandems external
advisor and provided financing and management and other services to NTandem. As such, we possessed significant influence over the operating and financial decisions of NTandem, and accordingly, accounted for our investment in
NTandem utilizing the equity method of accounting.  In connection with the acquisition, we acquired a unilateral right to convert our notes receivable from NTandem into a common equity investment in NTandem effective April 1,
2003 and accordingly began consolidating NTandem.  We exercised that right in April 2003.  On June 23, 2003 we purchased the interests in two subsidiaries of NTandem that we did not already own.  The total purchase price
was approximately $153 million.

During the third quarter of 2001, we began the implementation of our plan to dispose of those communities that do not fit our overall strategic objectives or do not
meet our operating standards.  From the inception of the plan through June 30, 2003, we have disposed of an aggregate of 30 properties and three parcels of land for approximately $121 million (see further discussion under Liquidity and
Capital Resources below).

Results of Operations

10



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Results of operations in 2003 continue to be adversely impacted by many of the same factors that affected our 2002 results, including:

| |  |  | Continued weakening economic conditions, which are more pronounced in certain markets in which we operate, specifically, greater Atlanta, Indiana, Michigan, North Carolina,
Alabama and Texas.                                                                                                                                                                                                                                                                                                                                                                                 
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Several retail lenders who provide financing to our residents have exited the marketplace, while others have tightened their underwriting standards, making it more difficult for prospective
residents to finance homes to be placed in our communities.                                                                                                                                                                                                                                                                                                                       
| |  |  | Readily available and lower rate mortgage financing allows our traditional customers the opportunity to purchase a moderately priced site-built home, with an affordable monthly
payment.                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  | Declining rental rates from apartments have further pressured the competitive environment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  | Two retail lenders filed for protection under the bankruptcy laws in the fourth quarter of 2002.  This has affected the pricing of manufactured homes by increasing the supply of
repossessed and other pre-owned homes, thereby exerting downward pressure on new and pre-owned home pricing.  In addition, these lenders were making rental payments on an aggregate of 800 sites that they were occupying as a result of their
repossession of homes from our residents.  Effective in the fourth quarter of 2002, these lenders discontinued rental payments on these sites.

These factors have made it
more difficult for us to attract new residents and maintain historical occupancy rates at our communities. As of the end of the second quarter we lost approximately 520 revenue producing sites in the same store portfolio, from December 31,
2002.  We do not expect this trend to change for the remainder of 2003.  In addition, these factors have led to increased repossessions, increased collection costs, additional pressure for lower rental increases and losses of value in home
inventory held by CSI.

Many of these factors influenced our Board of Directors to pursue the merger transaction with Hometown.

The following
table summarizes certain information relative to our properties for the three months and six months ended June 30, 2003 and 2002.  We consider all communities owned by us at both the beginning of the period and the end of the period, which are
not classified as held for sale, as our Same Store Portfolio.

|                                                    |  | Same Store Portfolio |         | Total Portfolio |  
|--------------------------------------------------- |  | -------------------- | ------- | --------------- | -
|                                                    |  |                      |         |                 |  
|(Dollars in thousands, except per site information) |  | 2003                 |         | 2002            |  
|                                                    |  |                      |         |                 |  
|As of June 30,                                      |  |                      |         |                 |  
|Number of communities                               |  |                      | 193     |                 |  
|Total manufactured homesites                        |  |                      | 66,337  |                 |  
|Occupied sites                                      |  |                      | 56,711  |                 |  
|Occupancy                                           |  |                      | 85.5    | %               |  
|For the three months ended June 30,                 |  |                      |         |                 |  
|Rental income                                       |  | $                    | 65,010  |                 | $
|Property operating expenses                         |  | $                    | 23,326  |                 | $
|Net operating income                                |  | $                    | 41,684  |                 | $
|Weighted average monthly rent per site              |  | $                    | 368     |                 | $
|For the six months ended June 30,                   |  |                      |         |                 |  
|Rental income                                       |  | $                    | 129,762 |                 | $
|Property operating expenses                         |  | $                    | 46,535  |                 | $
|Net operating income                                |  | $                    | 83,227  |                 | $
|Weighted average monthly rent per site              |  | $                    | 366     |                 | $

NOTE: Discontinued operations are included only in Total Portfolio site and community
information.

Comparison of three months ended June 30, 2003 to three months ended June 30, 2002

11



---

For the three months ended June 30, 2003, loss from continuing operations was $0.7 million, a decrease of $5.1 million from the same period a year ago.  The decrease was
due to the $2.8 million in merger costs related to the acquisition of us by Hometown America, the increased depreciation and interest expense in 2003 offset by increases in operating income from our Same Store Portfolio and acquisitions.

Rental revenue for the three months ended June 30, 2003 was $70.7 million, an increase of $7.3 million from the three months ended June 30, 2002.  The increase is primarily due to the consolidation of
NTandem and rental increases in our Same Store Portfolio, offset somewhat by declining occupancy.

As of June 30, 2003, occupancy in our stable portfolio was 87.1%, 75.9% in the expansion
portfolio, and 46% in the development portfolio.  Total portfolio occupancy at June 30, 2003 was 84.4%.  This compares to occupancy at June 30, 2002 of 90.7% in the stable portfolio, 79.2% in the expansion portfolio and 34.6% in the
development portfolio, or total portfolio occupancy of 87.9%.  On a per-site basis, weighted monthly rental revenue for the three months ended June 30, 2003 was $363 compared with $347 for the same period in 2002, an increase of 4%.

Management fee and other income primarily includes equity earnings/losses from our taxable REIT subsidiary, Community Sales, Inc. (CSI) and management fee income.  The decrease in 2003 is
due to our consolidation of NTandem as of April 1, 2003 and elimination of primarily all of the management fees.  We recognized a loss of $0.2 million from CSI in the second quarter of 2003, compared with a loss of $0.2 million in the
second quarter of 2002.

Property operating and maintenance expense for the three months ended June 30, 2003 increased by $3.1 million or 16% from the same period a year ago.  The majority of
the increase was due to consolidation of NTandem as of April 1, 2003, which accounted for $2.3 million.  The remaining change is due to the increases in our Same Store Portfolio, including increased water and sewer expense, repairs and
maintenance, property insurance and payroll burden costs, offset by a decrease in collection costs.

Administrative expense for the three months ended June 30, 2003 decreased by $0.3 million
from the same period a year ago.  Administrative expense in the second quarter of 2003 was 4.4% of total revenues as compared to 5.3% in the same period of 2002.  The decrease in the expense to revenue ratio is due to a combination of
increased revenues along with decreased expenses.  Revenues increased as a result of the consolidation of NTandem.  Administrative expense decreased primarily due to the restructuring of some of our divisional and corporate
departments that was completed in the fourth quarter of 2002 in an effort to lower our costs, along with a number of operational-related consulting projects that were completed in 2002.

Depreciation and amortization expense for the three months ended June 30, 2003 increased $2.6 million from the same period a year ago.  Depreciation expense as a percentage of average depreciable rental property in the
second quarter of 2003 remained relatively unchanged from 2002.

Comparison of six months ended June 30, 2003 to six months ended June 30, 2002

For the six months ended June 30, 2003, income from continuing operations was $3.1 million, a decrease of  $6.5 million from the six months ended June30, 2002.  The decrease was due to the $2.8 million in merger
costs, the increased depreciation and interest expense, offset somewhat by the increase in operating income from the Same Store Portfolio and the consolidation of NTandem.

Rental revenue for
the six months ended June 30, 2003 was $135.5 million, an increase of $9.0 million from the six months ended June 30, 2002.  The increase is primarily due to rental increases in our Same Store Portfolio along with the consolidation of
NTandem, offset by declining occupancy. On a per-site basis, weighted monthly rental revenue for the six months ended June 30, 2003 was $362 compared with $345 for the same period in 2002, an increase of 5%.

12



---

Management fee and other income primarily include management and transaction fee income for the management of 35 manufactured home communities, which includes fees from
NTandem through March 31, 2003 and equity losses from CSI.  We recognized a loss of $0.8 million from CSI in the first six months of 2003, compared with a loss of $0.7 million in 2002. The increased losses are due primarily to fewer new
home sales and an increase in inventory reserves as a result of the increased pressure on home values.  Prior to our acquisition of NTandem, we recognized income from a property management agreement, an advisory agreement, overhead
reimbursements and interest income on advances as earned from NTandem.  The total amount of fee income and interest income recognized for the six months ended June 30, 2003 and 2002 was $0.6 million and $1.6 million, respectively.

Property operating and maintenance expense for the six months ended June 30, 2003 increased by $4.5 million or 12% from the same period a year ago.  The majority of the increase was due to
the consolidation of NTandem, which accounted for $2.3 million, and increases in our Same Store Portfolio, including increased property insurance, healthcare and administrative costs.  We expect these costs to continue to increase at
levels higher than historic norms.

Administrative expense for the six months ended June 30, 2003 decreased by $0.6 million from the same period a year ago.  Administrative expense for the
first six months of 2003 was 4.5% of total revenues as compared to 5.2% in the same period of 2002.  The decrease is due primarily to restructuring that was completed in late 2002 and, as a percent of revenues increased revenues due to the
consolidation of NTandem.

Depreciation and amortization expense for the six months ended June 30, 2003 increased $4.1 million from the same period a year ago.  Depreciation expense as a
percentage of average depreciable rental property in the first half of 2003 remained relatively unchanged from 2002.

Discontinued Operations

Consistent with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, income from discontinued operations, for all periods presented, includes the results of operations through the property
sale date (if the property was sold prior to June 30, 2003) and the results of operations for the properties held for sale through June 30, 2003.  During the first half of 2003 we sold eight communities, which have been reclassified to
discontinued operations for all periods presented.

During 2002, we disposed of eleven communities, which are included in discontinued operations for 2002.

Liquidity and Capital Resources

Net cash provided by operating activities was $49.6 million for the six months ended June 30, 2003, compared to $43.6 million for the
same period in 2002, due to changes in our operating assets and liabilities.

Net cash used in investing activities for the six months ended June 30, 2003 was $4.3 million as compared to
cash provided by investing activities of $7.4 million for the same period in 2002.  This amount is comprised of investments in development, acquisitions and capital expenditures, as well as additional investments in and advances to affiliates,
offset somewhat by proceeds from the disposition of rental properties and a payment from a Notes Receivable OP Unitholder.  We advanced $16.2 million to NTandem during the second quarter of 2003 to payoff their line of credit.

Net cash used in financing activities for the six months ended June 30, 2003 was $40.8 million.  This consisted primarily of net payments on our Credit Facilities (discussed below) and
distributions to our OP Unitholders of $38.5 million, offset somewhat by Chateaus stock option exercises.

13



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We anticipate that cash generated from operating activities and borrowing on our Credit Facilities will continue to provide the necessary funding for our short-term liquidity
needs such as operating expenses, interest expense on outstanding indebtedness, recurring capital expenditures and distributions to our OP Unitholders.

Our long-term liquidity is affected by a
number of factors, including the acquisition and disposition of properties, the amount of nonrecurring capital expenditures, the pace and cost of new and existing community development and expansion activities, our credit ratings with the national
rating agencies and the timing of principal payments due on our indebtedness.

We had approximately $50 million of senior unsecured notes maturing on August 1, 2003.  We repaid the
balance with refinancings and borrowings on our Credit Facilities, which, as described below, had been amended to require adequate capacity to handle these maturities.

We have a line of credit
available with BankOne, N.A., acting as lead agent with a total borrowing capacity of $175 million (the Bank One Credit Facility).  Beginning April 2003, our borrowing capacity on this facility was restricted by $10 million each
month to ensure adequate availability to repay $50 million of senior unsecured notes upon their maturity in August 2003.  Subsequent to the repayment, the borrowing capacity was restored to $175 million.  The Bank One Credit Facility
matures in February 2005 and, as of June 30, 2003, the facility bears interest at LIBOR plus 140 basis points (2.52% as of June 30, 2003).  In addition, we have a $7.5 million revolving line of credit from US Bank, which, as of June 30, 2003,
bears interest at a rate of LIBOR plus 125 basis points (2.37% as of June 30, 2003) (together with our Bank One Credit Facility, Credit Facilities).  As of June 30, 2003 we had approximately $86.6 million outstanding under our
Credit Facilities and had available approximately $66 million in additional borrowing capacity.

We have a $125 million term loan with BankOne acting as lead agent, which, as of June 30, 2003,
bears interest at LIBOR plus 175 basis points (2.87% as of June 30, 2003) and matures in May 2004.

In addition to the Credit Facilities, as of June 30, 2003, we had $480.1 million of senior
unsecured debt outstanding with a weighted average interest rate and remaining maturity of 7.8% and 5.3 years, respectively, $402.3 million of secured mortgage debt with a weighted average interest rate and remaining maturity of 7.6% and 5.1 years,
respectively, and a $125 million unsecured term loan with an interest rate of 3.0%.  As of June 30, 2003, we had approximately $1.1 billion of total debt outstanding, representing approximately 49.4% of our total market capitalization.  We
consider market capitalization to be the sum of outstanding debt, preferred OP Units and the market value of our OP Units, all at the end of the period.  All of the debt is fixed rate debt, other than our Credit Facilities and term loan. 
The fixed rate debt carries a weighted average interest rate of 7.7%.

In January 2003, Standard & Poors Ratings Services affirmed our credit ratings at BBB-, but revised its
outlook for our company from stable to negative.  In March 2003, Moodys Investors Service revised our debt rating to Ba1, outlook uncertain.  Among other things, the downgrade was attributed to uncertainty regarding plans to address
2004 and 2005 debt maturities.  This downgrade resulted in increased borrowing costs under our Bank One Credit Facility, term loan and under our combined $70 million of unsecured senior notes.  The unsecured senior notes were repaid in
July (see below).

During June 2003, we agreed to prepay our $50 million unsecured senior notes due 2021 with proceeds from a loan from Hometown (see below).  We prepaid this debt on July 25,
2003.  As a result of this pre-payment, we incurred a penalty of approximately $21 million, which will be charged to expense in the third quarter.  Also in June 2003, after notifying the lender regarding the $50 million prepayment, this
lender notified us of their intent to require us to repurchase an additional $20 million of unsecured senior notes, which was scheduled to mature November 2003.  We repaid this debt (which also included approximately $0.4 million in prepayment
penalties and other charges) in July 2003 with proceeds from borrowings under our Credit Facilities (see below).

14



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On June 26, 2003, we entered into an agreement with Hometown to provide us with a loan of $85 million, which is secured by six communities, bears interest at a rate of LIBOR
plus 250 basis points and matures March 2004. The proceeds from this loan were received in July 2003 and were used to repay the $50 million unsecured senior notes due 2021, including the required prepayment premium and associated fees and expenses,
and to reduce the balance outstanding under our Bank One Credit Facility, which was used on July 7, 2003 to repay the related $20 million of senior unsecured notes, including the required prepayment premium and associated fees and
expenses.

During June 2003, we refinanced two loans that increased our borrowing by $23.6 million and decreased our interest rate by 18 basis points.  Also during June 2003, we secured a loan
on one property with proceeds of $13 million at an interest rate of 5% due in 2013.  In July 2003, we securitized one community at an interest rate of 5.75% and maturing in 2013, resulting in proceeds of $10 million.

Proceeds from these financing activities were used to reduce the balance outstanding on our Bank One Credit Facility.

As of August 2003, we have repaid all
of our 2003 maturities and have approximately $225 million of senior unsecured notes plus the $85 million Hometown loan maturing in 2004.  As we have done historically, we expect to finance future debt maturities and meet our long-term
liquidity needs through proceeds from property dispositions, additional borrowings under our existing or new credit facilities, or issuances of new secured or unsecured debt financings.  However, the merger agreement with Hometown provides that
until the closing or termination of that agreement, we are restricted from engaging in borrowings or other financing transactions, except for certain permitted borrowings under the merger agreement or financings that are approved by Hometown.

2003 Portfolio Changes

On June 23, 2003, we acquired the remaining interests in two NTandem subsidiaries that own 33 communities,
which we previously managed (as described above).

As part of our strategy to bring our overall debt to market capitalization ratio more in line with our historical operating parameters, for the
first six months of 2003 we disposed of 8 properties with 1,594 sites, for a total gross sales price of $28.9 million, which includes a net gain on sale of $5.5 million.  The proceeds from the dispositions were used to repay amounts outstanding
under our Credit Facilities.

Capital Investments

Our investment in capital improvements for the six months ended June 30, 2003, is as
follows (in thousands, except per site):

|                                                             |  | For the Six Months Ended June 30, |        
|------------------------------------------------------------ |  | --------------------------------- | -------
|                                                             |  |                                   |        
|                                                             |  | 2003                              |        
|                                                             |  |                                   |        
|Recurring capital expenditures (per site average $65.00) (a) |  | $                                 | 4,356  
|Site upgrades (b)                                            |  |                                   | 337    
|Acquisitions (c)                                             |  |                                   | 154,989
|Expansions and development (d)                               |  |                                   | 4,185  
|Revenue producing (e)                                        |  |                                   | 268    
|                                                             |  |                                   |        
|Total                                                        |  | $                                 | 164,135
|                                                             |  |                                   |        

15



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|(a) | Includes capital expenditures necessary to maintain asset quality, including purchasing and replacing assets used to operate the community.  These capital expenditures do
not include water meters, sheds, homes, or acquisitions. This is the actual cost to maintain the asset quality in the communities, e.g. clubhouse and building improvements, vehicles and maintenance equipment, road and other paving work, utility
systems, common area amenities, drainage etc.  Minimum capitalizable amount of project is $1,000.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Includes costs that are incurred when an existing older home (usually a smaller single-sectional home) moves out, and the site is prepared for a larger new home, more often than not, a
multi-sectional home.  These activities which are governed by manufacturers installation requirements and state building codes include grading, electrical, concrete, landscaping, drainage and water/sewer lines.                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | Acquisitions, as presented above, represent the purchase price of existing operating communities and land parcels to develop expansions or new communities including NTandem. 
Acquisitions also include deferred capital improvements identified during due diligence and provided for in the acquisition pricing formula.  These are identified during due diligence, but sometimes require up to 12 months after closing to
complete.                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | These are the costs included in the development and expansion of communities. Costs in this category may include engineering, driveways, paving, utilities, homesite preparation and
amenities.                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e) | Revenue producing includes costs related to revenue-generating activities, consisting primarily of sub-metering of water and sewer, and storage sheds.                                                                                                                                                                                                                                                                                                                                                                           

In response to economic conditions that have weakened the demand for manufactured home community sites in many of our markets, we have moderated the pace of our development and expansion activity and have been
focusing more on filling the sites already substantially complete and currently vacant.  We expect to spend an additional $6.5 million in finish costs in 2003, as these sites are filled.  In addition, where appropriate, we will consider
upgrading or adding facilities and amenities to certain communities in order to make those communities more attractive in their market, and to increase our potential cash flow from the community.

New Accounting Pronouncements

See footnote 10 of the Notes to Condensed Consolidated Financial Statements for discussion of the impact of new accounting
pronouncements.

Other

Funds from operations (FFO) is defined by the National Association of Real Estate Investment Trusts
(NAREIT) as consolidated net income without giving effect to gains (or losses) from sales of property and rental property depreciation and amortization.  We believe that FFO is an important and widely used measure of the operating
performance of REITs, which provides a relevant basis for comparison among REITs.  FFO (1) does not represent cash flow from operations as defined by generally accepted accounting principles; (2) should not be considered as an alternative to
net income as a measure of operating performance or to cash flows from operating, investing and financing activities; (3) is not an alternative to cash flow as a measure of liquidity; and (4) may not be comparable to similarly titled measures
reported by other REITs.

Our FFO is calculated as follows:

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|(In thousands)                                     |  | For the Three Months Ended June 30, |        | For the Six Months Ended June 30, |  
|-------------------------------------------------- |  | ----------------------------------- | ------ | --------------------------------- | -
|                                                   |  |                                     |        |                                   |  
|                                                   |  | 2003                                |        | 2002                              |  
|                                                   |  |                                     |        |                                   |  
|Income available to common OP Unitholders          |  | $                                   | 4,480  |                                   | $
|Adjustments:                                       |  |                                     |        |                                   |  
|Depreciation and amortization on rental properties |  |                                     | 19,287 |                                   |  
|Gain on disposition of rental property             |  |                                     |       |                                   |  
|Cumulative effect of accounting change             |  |                                     |       |                                   |  
|Merger Costs                                       |  |                                     | 2,802  |                                   |  
|Discontinued operations:                           |  |                                     |        |                                   |  
|Depreciation on rental property                    |  |                                     | 99     |                                   |  
|Net gain on disposition of properties              |  |                                     | (5,058 | )                                 |  
|                                                   |  |                                     |        |                                   |  
|FFO                                                |  | $                                   | 21,610 |                                   | $
|                                                   |  |                                     |        |                                   |  

|Item 3. | Quantitative and Qualitative Disclosures about Market Risks
|------- | -----------------------------------------------------------

Our primary market risk exposure is
interest rate risk.  Management has and will continue to manage interest rate risk by (1) maintaining a conservative ratio of fixed-rate, long-term debt to total debt such that variable rate exposure is kept at an acceptable level and (2)
taking advantage of favorable market conditions for long-term debt and/or equity.  As of June 30, 2003, our Credit Facilities and term loan represented our only variable rate debt.

We
face market risk relating to our fixed-rate debt upon refinancing of such debt and depending upon prevailing interest rates at the time of such refinance.As of August 2003, we have repaid all of our 2003 maturities and have
approximately $225 million of senior unsecured notes plus the $85 million Hometown loan maturing in 2004.  We expect to repay the balance with the proceeds from property dispositions or borrowings on our Credit Facilities or issuing new secured
or unsecured debt.

In addition, we have assessed the market risk for our variable rate debt and believe that a 1% increase in LIBOR rates would result in an approximate $1.3 million increase in
interest expense for the first half of 2003 based on our average variable rate debt outstanding during 2003 of $253 million.

17



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|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures.  The term disclosure controls and procedures, as defined by the regulations of the Securities and Exchange Commission
(SEC), means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the
Act), is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by us in the reports that we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as
appropriate to allow timely decisions to be made regarding required disclosure.   The Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of the end of the period covered by this
Form 10-Q and have concluded that our disclosure controls and procedures are effective as of the date of such evaluation.

Changes in Internal Controls

We also maintain a system of internal controls.  The term internal controls, as defined by the American Institute of Certified Public Accountants Codification of Statement on Auditing Standards, AU
Section 319, means controls and other procedures designed to provide reasonable assurance regarding the achievement of objectives in the reliability of our financial reporting, the effectiveness and efficiency of our operations and of our compliance
with applicable laws and regulations.  There have been no significant changes in our internal controls or in other factors that could significantly affect such controls subsequent to the date we carried out our evaluation.

|PART II. | OTHER INFORMATION                                  
|-------- | ---------------------------------------------------
|         |                                                    
|Item 1.  | Legal Proceedings                                  
|         | None.                                              
|         |                                                    
|Item 2.  | Changes in Securities and Use of Proceeds          
|         | Not Applicable.                                    
|         |                                                    
|Item 3.  | Defaults Upon Senior Securities                    
|         | Not Applicable.                                    
|         |                                                    
|Item 4.  | Submission of Matters to a Vote of Security Holders
|         | Not Applicable.                                    
|         |                                                    
|Item 5.  | Other Information                                  

Property Information

We classify all our properties in one of four categories: stable, expansion, development, or disposition.  The stable portfolio includes communities that do not have expansion activities.  These communities normally
have stable occupancy rates.  The development portfolio includes our ground-up development properties.  The expansion portfolio includes properties that have non-revenue producing homesites, which were constructed through an expansion of
the community.  When an expansion community becomes 90% occupied, it is reclassified as a stabilized community.  The disposition portfolio includes those communities that meet the

18



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criteria to be classified as assets held for sale.  As of June 30, 2003, we have no communities classified as assets held for sale.

The following table sets forth certain information, as of June 30, 2003, regarding our properties, excluding our three park model/RV communities, as well as two of our greenfield properties that we have not yet commenced
actual site development.  A park model/RV community is a community where the majority of the sites are leased on an annual basis, although the resident only occupies the home for a portion of the year.  A minority of the sites are rented
with recreational vehicles on a daily, weekly or monthly basis.

|Community                    |  | State |  | Location (Closest Major City) |  | Total Number of Sites |       | Occupancy |  | Weighted Average Monthly Rent per Site |  
|---------------------------- |  | ----- |  | ----------------------------- |  | --------------------- | ----- | --------- |  | -------------------------------------- | -
|                             |  |       |  |                               |  |                       |       |           |  |                                        |  
|Stable                       |  |       |  |                               |  |                       |       |           |  |                                        |  
|100 Oaks                     |  | AL    |  | Fultondale                    |  |                       | 235   |           |  | 71.9                                   | %
|Anchor Bay                   |  | MI    |  | Detroit                       |  |                       | 1,384 |           |  | 86.6                                   | %
|Anchor North                 |  | FL    |  | Tampa Bay                     |  |                       | 93    |           |  | 92.5                                   | %
|Arbor Village                |  | MI    |  | Jackson                       |  |                       | 266   |           |  | 89.8                                   | %
|Chateau Jonesboro            |  | GA    |  | Atlanta                       |  |                       | 75    |           |  | 100.0                                  | %
|Audubon                      |  | FL    |  | Orlando                       |  |                       | 280   |           |  | 96.1                                   | %
|Autumn Forest                |  | NC    |  | Greensboro                    |  |                       | 299   |           |  | 57.9                                   | %
|Avon                         |  | MI    |  | Detroit                       |  |                       | 617   |           |  | 94.8                                   | %
|Bermuda Palms                |  | CA    |  | Palm Springs                  |  |                       | 185   |           |  | 97.8                                   | %
|Breazeale                    |  | WY    |  | Laramie                       |  |                       | 117   |           |  | 97.4                                   | %
|Buena Vista                  |  | ND    |  | Fargo                         |  |                       | 400   |           |  | 94.5                                   | %
|Camden Point                 |  | GA    |  | Kingsland                     |  |                       | 268   |           |  | 39.6                                   | %
|Castlewood Estates           |  | GA    |  | Atlanta                       |  |                       | 334   |           |  | 80.8                                   | %
|Casual Estates               |  | NY    |  | Syracuse                      |  |                       | 961   |           |  | 62.5                                   | %
|Cedar Grove                  |  | CT    |  | New Haven                     |  |                       | 60    |           |  | 100.0                                  | %
|Cedar Knolls                 |  | MN    |  | Minneapolis                   |  |                       | 458   |           |  | 96.3                                   | %
|Chesterfield                 |  | MI    |  | Detroit                       |  |                       | 345   |           |  | 92.5                                   | %
|Cimarron Park                |  | MN    |  | St. Paul                      |  |                       | 505   |           |  | 95.8                                   | %
|Clinton                      |  | MI    |  | Detroit                       |  |                       | 1,000 |           |  | 87.8                                   | %
|Coach Royale                 |  | ID    |  | Boise                         |  |                       | 91    |           |  | 93.4                                   | %
|Colonial Acres               |  | MI    |  | Kalamazoo                     |  |                       | 612   |           |  | 81.2                                   | %
|Riverdale(Colonial Coach)    |  | GA    |  | Atlanta                       |  |                       | 481   |           |  | 71.9                                   | %
|Colonial Manor               |  | MI    |  | Kalamazoo                     |  |                       | 195   |           |  | 84.6                                   | %
|Colony Cove                  |  | FL    |  | Sarasota                      |  |                       | 2,210 |           |  | 98.1                                   | %
|Columbia Heights             |  | ND    |  | Grand Forks                   |  |                       | 302   |           |  | 95.4                                   | %
|Country Estates              |  | MI    |  | Grand Rapids                  |  |                       | 254   |           |  | 77.6                                   | %
|Crestview                    |  | OK    |  | Stillwater                    |  |                       | 238   |           |  | 69.7                                   | %
|Countryside Village - Denver |  | CO    |  | Denver                        |  |                       | 345   |           |  | 90.7                                   | %
|Countryside Vlg Jacksonville |  | FL    |  | Jacksonville                  |  |                       | 643   |           |  | 84.6                                   | %
|Countryside Vlg Longmont     |  | CO    |  | Longmont                      |  |                       | 310   |           |  | 97.4                                   | %
|Eagle Point                  |  | WA    |  | Seattle                       |  |                       | 230   |           |  | 83.0                                   | %
|Eastridge Estates            |  | CA    |  | San Jose                      |  |                       | 187   |           |  | 99.5                                   | %
|Eldorado Estates             |  | FL    |  | Daytona Beach                 |  |                       | 126   |           |  | 94.4                                   | %
|Emerald Lake                 |  | FL    |  | Fort Myers                    |  |                       | 201   |           |  | 99.5                                   | %
|Evergreen                    |  | CT    |  | New Haven                     |  |                       | 102   |           |  | 98.0                                   | %
|Fairways Country Club        |  | FL    |  | Orlando                       |  |                       | 1,141 |           |  | 99.4                                   | %
|Falcon Farms                 |  | IL    |  | Moline                        |  |                       | 215   |           |  | 89.3                                   | %
|Ferrand Estates              |  | MI    |  | Grand Rapids                  |  |                       | 420   |           |  | 97.4                                   | %
|Forest Creek                 |  | IN    |  | South Bend                    |  |                       | 167   |           |  | 78.4                                   | %
|Fountainvue                  |  | IN    |  | Marion                        |  |                       | 120   |           |  | 81.7                                   | %
|Foxhall Village              |  | NC    |  | Raleigh                       |  |                       | 315   |           |  | 81.9                                   | %
|Friendly Village  CO        |  | CO    |  | Greeley                       |  |                       | 226   |           |  | 97.8                                   | %
|Golden Valley                |  | GA    |  | Atlanta                       |  |                       | 131   |           |  | 71.8                                   | %
|Green Acres  CT             |  | CT    |  | New Haven                     |  |                       | 64    |           |  | 100.0                                  | %
|Hickory Knoll                |  | IN    |  | Indianapolis                  |  |                       | 325   |           |  | 89.5                                   | %
|Hidden Valley                |  | FL    |  | Orlando                       |  |                       | 303   |           |  | 99.7                                   | %
|Highland                     |  | CT    |  | New Haven                     |  |                       | 50    |           |  | 92.0                                   | %
|Hillcrest                    |  | MA    |  | Boston                        |  |                       | 83    |           |  | 96.4                                   | %
|Holiday Estates              |  | MI    |  | Grand Rapids                  |  |                       | 204   |           |  | 92.6                                   | %

19



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|Community             |  | State |  | Location (Closest Major City) |  | Total Number of Sites |       | Occupancy |  | Weighted Average Monthly Rent per Site |  
|--------------------- |  | ----- |  | ----------------------------- |  | --------------------- | ----- | --------- |  | -------------------------------------- | -
|                      |  |       |  |                               |  |                       |       |           |  |                                        |  
|Howell                |  | MI    |  | Lansing                       |  |                       | 455   |           |  | 88.6                                   | %
|Knoll Terrace         |  | OR    |  | Salem                         |  |                       | 212   |           |  | 81.1                                   | %
|La Quinta Ridge       |  | CA    |  | Palm Springs                  |  |                       | 151   |           |  | 92.7                                   | %
|Lake in the Hills     |  | MI    |  | Detroit                       |  |                       | 238   |           |  | 96.2                                   | %
|Lakeland Harbor       |  | FL    |  | Tampa                         |  |                       | 504   |           |  | 99.8                                   | %
|Lakeland Junction     |  | FL    |  | Tampa                         |  |                       | 191   |           |  | 99.5                                   | %
|Lakes at Leesburg     |  | FL    |  | Orlando                       |  |                       | 640   |           |  | 99.7                                   | %
|Lakewood Estates IA   |  | IA    |  | Davenport                     |  |                       | 180   |           |  | 92.2                                   | %
|Landmark Village      |  | GA    |  | Atlanta                       |  |                       | 524   |           |  | 79.0                                   | %
|Leisurewoods Rockland |  | MA    |  | Boston                        |  |                       | 394   |           |  | 99.2                                   | %
|Leisurewoods Taunton  |  | MA    |  | Boston                        |  |                       | 222   |           |  | 100.0                                  | %
|Macomb                |  | MI    |  | Detroit                       |  |                       | 1,427 |           |  | 85.2                                   | %
|Maple Grove Estates   |  | ID    |  | Boise                         |  |                       | 270   |           |  | 91.5                                   | %
|Maple Valley          |  | IL    |  | Kankakee                      |  |                       | 276   |           |  | 98.6                                   | %
|Mariwood              |  | IN    |  | Indianapolis                  |  |                       | 296   |           |  | 89.2                                   | %
|Marnelle              |  | GA    |  | Atlanta                       |  |                       | 205   |           |  | 86.8                                   | %
|Meadow Park           |  | ND    |  | Fargo                         |  |                       | 117   |           |  | 93.2                                   | %
|Novi                  |  | MI    |  | Detroit                       |  |                       | 725   |           |  | 80.3                                   | %
|Oak Ridge             |  | IN    |  | South Bend                    |  |                       | 204   |           |  | 80.4                                   | %
|Oakhill               |  | MI    |  | Flint                         |  |                       | 504   |           |  | 79.4                                   | %
|Oakwood Forest        |  | NC    |  | Greensboro                    |  |                       | 482   |           |  | 71.4                                   | %
|Old Orchard           |  | MI    |  | Flint                         |  |                       | 200   |           |  | 98.5                                   | %
|Orange Lake           |  | FL    |  | Orlando                       |  |                       | 242   |           |  | 93.8                                   | %
|Orion                 |  | MI    |  | Detroit                       |  |                       | 423   |           |  | 89.8                                   | %
|Palm Beach Colony     |  | FL    |  | West Palm Beach               |  |                       | 285   |           |  | 94.4                                   | %
|Pine Lakes Ranch      |  | CO    |  | Denver                        |  |                       | 762   |           |  | 95.5                                   | %
|Pinecrest Village     |  | LA    |  | Shreveport                    |  |                       | 446   |           |  | 75.1                                   | %
|Pinewood              |  | MI    |  | Columbus                      |  |                       | 380   |           |  | 83.7                                   | %
|Pleasant Ridge        |  | MI    |  | Lansing                       |  |                       | 305   |           |  | 55.1                                   | %
|Presidents Park      |  | ND    |  | Grand Forks                   |  |                       | 174   |           |  | 83.3                                   | %
|Redwood Estates       |  | CO    |  | Denver                        |  |                       | 754   |           |  | 95.9                                   | %
|Regency Lakes         |  | VA    |  | Winchester                    |  |                       | 384   |           |  | 97.9                                   | %
|Riverview             |  | OR    |  | Portland                      |  |                       | 133   |           |  | 90.2                                   | %
|Rosemount Woods       |  | MN    |  | Minneapolis/St. Paul          |  |                       | 182   |           |  | 97.3                                   | %
|Royal Estates         |  | MI    |  | Kalamazoo                     |  |                       | 183   |           |  | 87.4                                   | %
|Saddlebrook           |  | SC    |  | Charleston                    |  |                       | 425   |           |  | 92.5                                   | %
|Science City          |  | MI    |  | Midland                       |  |                       | 171   |           |  | 87.1                                   | %
|Shady Lane            |  | FL    |  | Clearwater                    |  |                       | 108   |           |  | 92.6                                   | %
|Shady Oaks            |  | FL    |  | Clearwater                    |  |                       | 250   |           |  | 96.0                                   | %
|Shady Village         |  | FL    |  | Clearwater                    |  |                       | 156   |           |  | 96.8                                   | %
|Shenandoah Estates    |  | ID    |  | Boise                         |  |                       | 154   |           |  | 92.2                                   | %
|Skyway                |  | IN    |  | Indianapolis                  |  |                       | 156   |           |  | 91.7                                   | %
|Southwind Village     |  | FL    |  | Naples                        |  |                       | 337   |           |  | 97.0                                   | %
|Springbrook           |  | MI    |  | Utica                         |  |                       | 398   |           |  | 94.2                                   | %
|Starlight Ranch       |  | FL    |  | Orlando                       |  |                       | 783   |           |  | 94.6                                   | %
|Stonegate, LA         |  | LA    |  | Shreveport                    |  |                       | 157   |           |  | 94.9                                   | %
|Swan Creek            |  | MI    |  | Ann Arbor                     |  |                       | 294   |           |  | 99.0                                   | %
|Tarpon Glen           |  | FL    |  | Clearwater                    |  |                       | 170   |           |  | 87.6                                   | %
|Terrace Heights       |  | IA    |  | Dubuque                       |  |                       | 317   |           |  | 91.5                                   | %
|The Colony            |  | CA    |  | Palm Springs                  |  |                       | 220   |           |  | 98.2                                   | %
|The Glen              |  | MA    |  | Boston                        |  |                       | 36    |           |  | 100.0                                  | %
|The Orchard           |  | CA    |  | San Francisco                 |  |                       | 233   |           |  | 99.6                                   | %
|Twenty-Nine Pines     |  | MN    |  | St. Paul                      |  |                       | 152   |           |  | 89.5                                   | %
|Twin Pines            |  | IN    |  | Goshen                        |  |                       | 238   |           |  | 89.5                                   | %
|Valley Vista          |  | MI    |  | Grand Rapids                  |  |                       | 137   |           |  | 88.3                                   | %
|Vance                 |  | OH    |  | Columbus                      |  |                       | 105   |           |  | 81.9                                   | %
|Villa                 |  | MI    |  | Flint                         |  |                       | 319   |           |  | 75.2                                   | %
|Whispering Pines      |  | FL    |  | Clearwater                    |  |                       | 392   |           |  | 92.1                                   | %
|Woodlake              |  | NC    |  | Greensboro                    |  |                       | 308   |           |  | 70.1                                   | %
|Yorktowne             |  | OH    |  | Cincinnati                    |  |                       | 354   |           |  | 89.3                                   | %
|Greenpark South       |  | AL    |  | Montgomery                    |  |                       | 421   |           |  | 90.3                                   | %

20



---

|Community             |  | State |  | Location (Closest Major City) |  | Total Number of Sites |     | Occupancy |  | Weighted Average Monthly Rent per Site |  
|--------------------- |  | ----- |  | ----------------------------- |  | --------------------- | --- | --------- |  | -------------------------------------- | -
|                      |  |       |  |                               |  |                       |     |           |  |                                        |  
|Hoosier Estates       |  | IN    |  | Indianapolis                  |  |                       | 288 |           |  | 95.5                                   | %
|Hunter Ridge          |  | GA    |  | Atlanta                       |  |                       | 840 |           |  | 81.5                                   | %
|Arlington Lakeside    |  | TX    |  | Dallas                        |  |                       | 233 |           |  | 83.3                                   | %
|Beacon Hill Colony    |  | FL    |  | Tampa                         |  |                       | 201 |           |  | 98.0                                   | %
|Beacon Terrace        |  | FL    |  | Tampa                         |  |                       | 297 |           |  | 99.7                                   | %
|Berrymans Branch     |  | NJ    |  | Philadelphia                  |  |                       | 257 |           |  | 94.9                                   | %
|Creekside             |  | TX    |  | Dallas                        |  |                       | 583 |           |  | 93.5                                   | %
|Crystal Lake Club     |  | FL    |  | Tampa                         |  |                       | 599 |           |  | 79.6                                   | %
|Four Seasons          |  | GA    |  | Atlanta                       |  |                       | 214 |           |  | 90.7                                   | %
|Friendly Village      |  | GA    |  | Atlanta                       |  |                       | 203 |           |  | 94.1                                   | %
|Grand Place           |  | TX    |  | Dallas                        |  |                       | 334 |           |  | 93.4                                   | %
|Greenbriar Village    |  | PA    |  | Allentown                     |  |                       | 319 |           |  | 99.4                                   | %
|Green River Village   |  | CA    |  | Los Angeles                   |  |                       | 333 |           |  | 99.7                                   | %
|Haselton Village      |  | FL    |  | Orlando                       |  |                       | 292 |           |  | 97.3                                   | %
|Jurupa Hills          |  | CA    |  | Los Angeles                   |  |                       | 322 |           |  | 100.0                                  | %
|Lakeside Terrace      |  | FL    |  | Orlando                       |  |                       | 241 |           |  | 98.8                                   | %
|Lamplighter GA        |  | GA    |  | Atlanta                       |  |                       | 431 |           |  | 86.3                                   | %
|Los Ranchos           |  | CA    |  | Los Angeles                   |  |                       | 389 |           |  | 76.1                                   | %
|Mountain View         |  | NV    |  | Las Vegas                     |  |                       | 349 |           |  | 99.1                                   | %
|North Bluff Estates   |  | TX    |  | Austin                        |  |                       | 274 |           |  | 93.4                                   | %
|Northwood             |  | TX    |  | Dallas                        |  |                       | 451 |           |  | 93.8                                   | %
|Parkwood Communities  |  | FL    |  | Orlando                       |  |                       | 695 |           |  | 95.5                                   | %
|Pooles Manor          |  | GA    |  | Atlanta                       |  |                       | 194 |           |  | 63.9                                   | %
|Shadow Hills          |  | FL    |  | Orlando                       |  |                       | 670 |           |  | 70.9                                   | %
|Shadowood             |  | GA    |  | Atlanta                       |  |                       | 506 |           |  | 79.2                                   | %
|Shenandoah Village    |  | NJ    |  | Philadelphia                  |  |                       | 359 |           |  | 99.4                                   | %
|Smokecreek            |  | GA    |  | Atlanta                       |  |                       | 264 |           |  | 82.2                                   | %
|Stonegate Austin      |  | TX    |  | Austin                        |  |                       | 358 |           |  | 94.1                                   | %
|Stonegate Pines       |  | TX    |  | Dallas                        |  |                       | 160 |           |  | 96.9                                   | %
|Stone Mountain        |  | GA    |  | Atlanta                       |  |                       | 354 |           |  | 82.5                                   | %
|Suburban Woods        |  | GA    |  | Atlanta                       |  |                       | 216 |           |  | 70.4                                   | %
|Sunny South Estates   |  | FL    |  | West Palm Beach               |  |                       | 319 |           |  | 97.5                                   | %
|Tara Woods            |  | FL    |  | Tampa                         |  |                       | 531 |           |  | 99.2                                   | %
|Tierra West           |  | NM    |  | Albuquerque                   |  |                       | 653 |           |  | 48.7                                   | %
|University Village    |  | FL    |  | Orlando                       |  |                       | 480 |           |  | 78.8                                   | %
|Village Green         |  | FL    |  | Vero Beach                    |  |                       | 780 |           |  | 99.9                                   | %
|Westpark              |  | AZ    |  | Phoenix                       |  |                       | 183 |           |  | 90.7                                   | %
|Woodlands of Kennesaw |  | GA    |  | Atlanta                       |  |                       | 273 |           |  | 80.2                                   | %
|Longview  CO         |  | CO    |  | Longmont                      |  |                       | 400 |           |  | 99.3                                   | %
|Apache East           |  | AZ    |  | Apache Jct                    |  |                       | 123 |           |  | 91.9                                   | %
|Denali Park           |  | AZ    |  | Apache Jct                    |  |                       | 162 |           |  | 82.7                                   | %
|A Garden Walk         |  | FL    |  | West Palm Beach               |  |                       | 484 |           |  | 90.7                                   | %
|Aztec                 |  | NM    |  | Albuquerque                   |  |                       | 163 |           |  | 74.8                                   | %
|Big Country Estates   |  | WY    |  | Cheyenne                      |  |                       | 251 |           |  | 91.2                                   | %
|Carefree Village      |  | FL    |  | Tampa                         |  |                       | 406 |           |  | 75.4                                   | %
|Chisholm Creek Manor  |  | KS    |  | Wichita                       |  |                       | 254 |           |  | 69.7                                   | %
|El Frontier           |  | AZ    |  | Tucson                        |  |                       | 179 |           |  | 67.6                                   | %
|Fernwood              |  | MD    |  | Washington DC                 |  |                       | 328 |           |  | 96.0                                   | %
|Green Acres           |  | VA    |  | Richmond                      |  |                       | 182 |           |  | 56.6                                   | %
|Heritage Point        |  | AL    |  | Montgomery                    |  |                       | 265 |           |  | 53.2                                   | %
|The Hills             |  | WA    |  | Richland                      |  |                       | 278 |           |  | 80.2                                   | %
|Kings & Queens        |  | FL    |  | Lakeland                      |  |                       | 107 |           |  | 97.2                                   | %
|Lakeside              |  | GA    |  | Atlanta                       |  |                       | 103 |           |  | 87.4                                   | %
|Lexington             |  | MD    |  | Washington DC                 |  |                       | 76  |           |  | 65.8                                   | %
|Long Lake             |  | FL    |  | West Palm Beach               |  |                       | 134 |           |  | 82.1                                   | %
|Longview              |  | NM    |  | Albuquerque                   |  |                       | 92  |           |  | 70.7                                   | %
|Lucerne               |  | FL    |  | Lakeland                      |  |                       | 140 |           |  | 95.0                                   | %
|North Glen Village    |  | IN    |  | Indianapolis                  |  |                       | 289 |           |  | 89.6                                   | %
|The Pines             |  | SC    |  | Charleston                    |  |                       | 204 |           |  | 59.3                                   | %
|Plantation Estates    |  | GA    |  | Atlanta                       |  |                       | 138 |           |  | 76.8                                   | %
|Pondarosa             |  | IN    |  | Indianapolis                  |  |                       | 147 |           |  | 88.4                                   | %

21



---

|Community                    |  | State |  | Location (Closest Major City) |  | Total Number of Sites |        | Occupancy |  | Weighted Average Monthly Rent per Site |  
|---------------------------- |  | ----- |  | ----------------------------- |  | --------------------- | ------ | --------- |  | -------------------------------------- | -
|                             |  |       |  |                               |  |                       |        |           |  |                                        |  
|Sea Pines                    |  | AL    |  | Mobile                        |  |                       | 429    |           |  | 40.1                                   | %
|Shady Hills                  |  | TN    |  | Nashville                     |  |                       | 251    |           |  | 68.5                                   | %
|Southpoint                   |  | NM    |  | Albuquerque                   |  |                       | 282    |           |  | 82.3                                   | %
|Saint Clements               |  | MD    |  | Washington DC                 |  |                       | 201    |           |  | 48.8                                   | %
|Suburban                     |  | MD    |  | Washington DC                 |  |                       | 138    |           |  | 87.0                                   | %
|Sunset Vista                 |  | UT    |  | Salt Lake City                |  |                       | 207    |           |  | 84.1                                   | %
|Town & Country Estates       |  | AZ    |  | Tucson                        |  |                       | 320    |           |  | 87.5                                   | %
|Trailmont                    |  | TN    |  | Nashville                     |  |                       | 131    |           |  | 96.9                                   | %
|Village Glen                 |  | FL    |  | Orlando                       |  |                       | 143    |           |  | 86.0                                   | %
|Village Park                 |  | NM    |  | Albuquerque                   |  |                       | 180    |           |  | 71.7                                   | %
|Weststar                     |  | AZ    |  | Tucson                        |  |                       | 90     |           |  | 87.8                                   | %
|Winter Haven                 |  | FL    |  | Lakeland                      |  |                       | 238    |           |  | 92.4                                   | %
|Woodland Hills               |  | AL    |  | Montgomery                    |  |                       | 628    |           |  | 71.3                                   | %
|                             |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal stable portfolio    |  |       |  | 185                           |  |                       | 60,622 |           |  | 87.1                                   | %
|                             |  |       |  |                               |  |                       |        |           |  |                                        |  
|Expansion                    |  |       |  |                               |  |                       |        |           |  |                                        |  
|Algoma Estates               |  | MI    |  | Grand Rapids                  |  |                       | 343    |           |  | 85.4                                   | %
|Broadmore                    |  | IN    |  | South Bend                    |  |                       | 370    |           |  | 67.8                                   | %
|Butler Creek                 |  | GA    |  | Augusta                       |  |                       | 376    |           |  | 58.0                                   | %
|Canterbury Estates           |  | MI    |  | Grand Rapids                  |  |                       | 290    |           |  | 62.4                                   | %
|Carnes Crossing              |  | SC    |  | Summerville                   |  |                       | 604    |           |  | 77.6                                   | %
|Timber Heights               |  | MI    |  | Flint                         |  |                       | 221    |           |  | 82.8                                   | %
|Conway Plantation            |  | SC    |  | Myrtle Beach                  |  |                       | 299    |           |  | 66.6                                   | %
|Cranberry Lake               |  | MI    |  | Pontiac                       |  |                       | 328    |           |  | 81.4                                   | %
|Crystal Lakes  Zephyrhills  |  | FL    |  | Tampa                         |  |                       | 330    |           |  | 65.2                                   | %
|Del Tura                     |  | FL    |  | Fort Myers                    |  |                       | 1,344  |           |  | 88.5                                   | %
|Eagle Creek                  |  | TX    |  | Tyler                         |  |                       | 194    |           |  | 75.3                                   | %
|Forest Lake Estates          |  | MI    |  | Grand Rapids                  |  |                       | 221    |           |  | 66.1                                   | %
|Foxwood Farms                |  | FL    |  | Orlando                       |  |                       | 375    |           |  | 80.8                                   | %
|Grand Blanc                  |  | MI    |  | Flint                         |  |                       | 478    |           |  | 74.1                                   | %
|Hunters Chase               |  | OH    |  | Lima                          |  |                       | 135    |           |  | 68.9                                   | %
|Huron Estates                |  | MI    |  | Flint                         |  |                       | 111    |           |  | 85.6                                   | %
|Indian Rocks                 |  | FL    |  | Clearwater                    |  |                       | 148    |           |  | 73.6                                   | %
|Lakewood  AL                |  | AL    |  | Montgomery                    |  |                       | 396    |           |  | 41.7                                   | %
|Leonard Gardens              |  | MI    |  | Grand Rapids                  |  |                       | 319    |           |  | 73.7                                   | %
|Midway Estates               |  | FL    |  | Vero Beach                    |  |                       | 204    |           |  | 59.8                                   | %
|Norton Shores                |  | MI    |  | Grand Rapids                  |  |                       | 656    |           |  | 75.2                                   | %
|Pedalers Pond               |  | FL    |  | Orlando                       |  |                       | 214    |           |  | 80.8                                   | %
|Sherwood                     |  | IN    |  | Marion                        |  |                       | 134    |           |  | 43.3                                   | %
|Springfield Farms            |  | MO    |  | Springfield                   |  |                       | 290    |           |  | 56.2                                   | %
|The Highlands                |  | MI    |  | Flint                         |  |                       | 682    |           |  | 85.5                                   | %
|Torrey Hills                 |  | MI    |  | Flint                         |  |                       | 377    |           |  | 84.4                                   | %
|Westbrook                    |  | MI    |  | Detroit                       |  |                       | 388    |           |  | 90.5                                   | %
|Winter Haven Oaks            |  | FL    |  | Orlando                       |  |                       | 343    |           |  | 54.2                                   | %
|Yankee Springs               |  | MI    |  | Grand Rapids                  |  |                       | 284    |           |  | 76.4                                   | %
|Misty Winds                  |  | TX    |  | Corpus Christi                |  |                       | 354    |           |  | 87.3                                   | %
|Palm Valley                  |  | FL    |  | Orlando                       |  |                       | 790    |           |  | 82.9                                   | %
|Pinelake Gardens             |  | FL    |  | Vero Beach                    |  |                       | 532    |           |  | 88.3                                   | %
|                             |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal expansion portfolio |  |       |  | 32                            |  |                       | 12,130 |           |  | 75.9                                   | %
|                             |  |       |  |                               |  |                       |        |           |  |                                        |  
|Development                  |  |       |  |                               |  |                       |        |           |  |                                        |  
|Glenmoor                     |  | MI    |  | Battle Creek                  |  |                       | 41     |           |  | 68.3                                   | %
|Oakley Point                 |  | SC    |  | North Charleston              |  |                       | 91     |           |  | 16.5                                   | %
|Harston Woods                |  | TX    |  | Fort Worth                    |  |                       | 145    |           |  | 42.8                                   | %
|Prairie Greens               |  | CO    |  | Denver                        |  |                       | 139    |           |  | 28.8                                   | %
|Maple Run                    |  | MI    |  | Clio                          |  |                       | 146    |           |  | 65.8                                   | %
|Pine Lakes                   |  | MI    |  | Lapeer                        |  |                       | 136    |           |  | 65.4                                   | %
|Antelope Ridge               |  | CO    |  | Colorado Springs              |  |                       | 246    |           |  | 44.3                                   | %
|Holly Hills                  |  | MI    |  | Holly                         |  |                       | 174    |           |  | 55.7                                   | %
|Onion Creek                  |  | TX    |  | Austin                        |  |                       | 350    |           |  | 48.9                                   | %
|Deerfield Manor              |  | MI    |  | Grand Rapids                  |  |                       | 96     |           |  | 43.8                                   | %

22



---

|Community                      |  | State |  | Location (Closest Major City) |  | Total Number of Sites |        | Occupancy |  | Weighted Average Monthly Rent per Site |  
|------------------------------ |  | ----- |  | ----------------------------- |  | --------------------- | ------ | --------- |  | -------------------------------------- | -
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Wolf Creek                     |  | IA    |  | Des Moines                    |  |                       | 80     |           |  | 10.0                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal development portfolio |  |       |  | 11                            |  |                       | 1,644  |           |  | 46.0                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Total portfolio                |  |       |  | 228                           |  |                       | 74,396 |           |  | 84.4                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

| | (a) | Exhibits and Index of Exhibits
| | --- | ------------------------------
| |     | 31.1                          
| |     | 31.2                          
| |     | 32.1                          
| |     | 32.2                          
| |     |                               
| | (b) | Reports on Form 8-K           
| |     | None.                         

23



---

SIGNATURE

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, and in the capacities indicated, on the 8th day of August, 2003.

| | CP LIMITED PARTNERSHIP
| | ----------------------
| | By:                   
| |                       
| |                       
| | By:                   
| |                       
| |                       

24