<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      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 SEPTEMBER 30, 1997
                                                 -------------------
                                          OR
                                           
          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 or other jurisdiction               (IRS Employer
               of incorporation or organization)           Identification No.)

                    6430 SOUTH QUEBEC STREET, ENGLEWOOD, CO 80111
             (Address of principal executive offices, including zip code)

                                    (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      
                                         ---        -----


<PAGE>
                                CP LIMITED PARTNERSHIP
                                      FORM 10-Q
                                        INDEX


                                                                   PAGE NUMBER
                                                                   -----------
PART I.   FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

        Condensed Consolidated Statements of Income
              for the Three and Nine Months Ended
              September 30, 1997 and 1996                                  1
        Condensed Consolidated Balance Sheets as of
              September 30, 1997 and December 31, 1996                     2
        Condensed Consolidated Statements of Cash Flows
              for the Nine Months Ended September 30, 1997
              and 1996                                                     3
        Notes to Condensed Consolidated Financial Statements              4-7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                               8-12

Item 3. Quantitative and Qualitative Disclosures about Market Risk          12

PART II.       OTHER INFORMATION                                            13

SIGNATURES                                                                  14


<PAGE>


                            PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements

                                CP LIMITED PARTNERSHIP

                     CONDENSED CONSOLIDATED STATEMENTS OF INCOME
           FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996.
                    (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)


                                   THREE MONTHS ENDED    NINE MONTHS ENDED
                                      SEPTEMBER 30         SEPTEMBER 30 
                                --------------------------------------------
                                   1997       1996       1997         1996
                                 --------  --------    ---------    --------

Revenues:
 Rental income                   $ 34,032  $ 16,954    $ 95,723     $ 50,100
 Management fee, interest
  and other income                  1,263        29       2,514          103
                                 --------  --------    --------     --------
                                   35,295    16,983      98,237       50,203

Expenses:
 Property operating and
  maintenance                       9,582     4,873      25,302       13,882
 Real estate taxes                  2,578     1,232       7,272        3,607
 Depreciation and
  amortization                      8,968     2,838      24,144        8,517
 Administrative                     1,740       886       5,311        2,905
 Interest and related 
  amortization                      6,757     3,199      18,828        9,417
                                 --------    ------     -------      -------
                                   29,625    13,028      80,857       38,328
                                 --------    ------     -------      -------


Net income                          5,670     3,955      17,380       11,875

Net income attributed to:
 General partner                  $ 5,113   $ 1,615    $ 15,135      $ 4,858
 Limited partner                      557     2,340       2,245        7,017
                                 --------    ------     -------      -------

                                  $ 5,670   $ 3,955    $ 17,380     $ 11,875
                                 --------    ------     -------      -------
                                 --------    ------     -------      -------

Net income per OP unit
 outstanding                        $ .20     $ .26       $ .66        $ .80
                                 --------    ------     -------      -------
                                 --------    ------     -------      -------

Distribution declared per
 OP unit outstanding                $ .43    $ .405      $ 1.29      $ 1.215
                                 --------    ------     -------      -------
                                 --------    ------     -------      -------

Weighted average OP units
 outstanding                       28,064    14,936      26,510       14,907
                                 --------    ------     -------      -------
                                 --------    ------     -------      -------


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

                                       1


<PAGE>


                                CP LIMITED PARTNERSHIP

                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                (DOLLARS IN THOUSANDS)

                                                   SEPTEMBER 30,   DECEMBER 31,
                          ASSETS                      1997             1996
                                                   -------------   ------------

Rental property:
  Land                                               $ 111,198        $  33,821
  Land and improvements for expansion sites             13,751            1,988
  Depreciable property                                 692,698          264,822
                                                     ---------         --------
                                                       817,647          300,631
  Less accumulated depreciation                        105,148           81,293
                                                     ---------         --------
                                                       712,499          219,338
Cash and cash equivalents                                  315              586
Receivables                                             12,689            5,403
Notes receivable                                         9,218               90
Prepaid expenses and other assets                       15,073            6,649
                                                     ---------         --------

  Total assets                                       $ 749,794        $ 232,066
                                                     ---------        ---------
                                                     ---------        ---------

                         LIABILITIES

Debt                                                 $ 350,239        $ 168,315
Accounts payable and accrued expenses                   17,781           10,285
Tenants' security deposits and rents received
 in advance                                              7,180            4,852
Accrued dividends and distributions                     12,185            5,871
                                                     ---------        ---------

  Total liabilities                                    387,385          189,323

                                        SHAREHOLDERS' EQUITY

PARTNERS' CAPITAL, Unlimited Authorized units;
  28,225,417 and 14,497,270 OP units outstanding
  at September 30, 1997 and December 31, 1996,
  respectively
General partners                                       326,932           16,191
Limited partners                                        35,477           26,552
                                                     ---------        ---------

  Total partners' capital                              362,409           42,743
                                                     ---------        ---------
  Total liabilities and partners'
   capital                                           $ 749,794        $ 232,066
                                                     ---------        ---------
                                                     ---------        ---------



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

                                      2

<PAGE>


                                CP LIMITED PARTNERSHIP

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996.
                                (DOLLARS IN THOUSANDS)


                                                           NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                           -----------------
                                                           1997        1996
                                                           ----        ----
Cash Flows From Operating Activities:
  Net income                                            $  15,135    $  4,858
  Adjustments to reconcile net income to net cash
  provided by operating activities:                         2,245       7,017
   Depreciation and amortization                           24,144       8,517
   Amortization of deferred financing costs                   354         329
   Decrease (increase) in operating assets                 (4,803)     (1,994)
   Increase (decrease) in operating liabilities            (1,380)       2,602
                                                        ----------   ---------

    Net cash from operating activities                     35,695       21,329

Cash flows from financing activities:                       
  Net borrowing on line of credit                          16,917       21,500
  Mortgage principal payments                             (1,124)         (856)
  Distributions to OP unit holders                       (29,929)      (18,016)
  OP units reacquired and retired                        (19,851)         (932)
  Proceeds from the issuance of OP units                  25,477             -
  Other financing activities                               3,109            94
                                                        ----------   ---------

    Net cash provided by (used in)
     financing activities                                 (5,401)        1,790

Cash flows from investing activities:
  Acquisition of rental properties                        (2,930)      (18,540)
  Additions to rental property                           (15,178)       (3,579)
  Payment of deferred merger costs                       (12,457)       (1,697)

    Net cash used in investing activities                (30,565)      (23,816)

Decrease in cash and cash equivalents                       (271)         (697)

Cash and cash equivalents, beginning of period               586           944
                                                        ----------   ---------
Cash and cash equivalents, end of period                $    315         $ 247
                                                        ----------   ---------
                                                        ----------   ---------

Supplemental cash flow information:
OP Units issued in connection with the acquisition         
  of rental properties                                     3,121       $ 1,964
                                                        ----------   ---------
                                                        ----------   ---------



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

                                      3
<PAGE>

                                CP LIMITED PARTNERSHIP

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.        BASIS OF PRESENTATION AND FORMATION OF COMPANY:
          -----------------------------------------------

          The accompanying unaudited condensed consolidated financial
          statements of CP Limited Partnership. (the "Company"), have been
          prepared in accordance with generally accepted accounting principles
          for interim financial information and with the instructions to
          Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not
          include all of the information and footnotes required by generally
          accepted accounting principles for complete financial statements. 
          In the opinion of management, all adjustments considered necessary for
          a fair presentation have been included, and such adjustments are of a
          normal recurring nature.  The year-end condensed consolidated balance
          sheet was derived from audited consolidated financial statements, but
          does not include all disclosures required by generally accepted
          accounting principles. For further information, refer to the
          consolidated financial statements and footnotes thereto included in
          the Company's annual report on Form 10-K for the year ended
          December 31, 1996.

          Chateau Communities, Inc. ("Chateau"), a Real Estate Investment Trust
          ("REIT"), is the sole general partner of the Company.  On November 23,
          1993, Chateau completed a public offering of 5,700,000 shares of $.01
          par value common stock (the "Equity Offering").  Simultaneous with
          the Equity Offering, Chateau contributed the net proceeds from the
          Equity Offering and was admitted as the sole general partner of the
          Company.
           
2.        MERGER WITH ROC COMMUNITIES, INC.
          ---------------------------------

          In February 1997, Chateau completed its merger with ROC Communities, 
          Inc. (the "Merger"). The Merger and related transactions were 
          accounted for using the purchase method of accounting in accordance 
          with generally accepted accounting principles.  Accordingly, the 
          assets and liabilities of ROC were adjusted to fair value for 
          financial accounting purposes and the results of operations of ROC 
          are included in the results of operations of the Company beginning 
          February 1, 1997.

          In connection with the Merger, the following related transactions
          occurred:

          -   The Company repurchased and retired 1,200,000 OP units from
              Chateau, in late 1996 and early 1997.

          -   ROC purchased 350,000 shares of Chateau common stock, which were
              retired along with a equivalent number of units at the time of the
              merger.

          -   The Company issued 1.042 OP units to Chateau to reflect an
              equivalent number of shares issued by Chateau for each share of
              ROC stock outstanding.

          -   The Company paid a distribution equal to .0326 units per OP Unit
              outstanding, to reflect an equivalent stock dividend by Chateau.

                                       4

<PAGE>


          -   Certain limited partners converted 6,170,908 OP Units for common
              shares which results in those units being held by Chateau.  These
              Unitholders waived their right to receive the above distribution
              with respect to those OP units exchanged and as a result it was
              allocated to Chateau, resulting in an effective distribution to
              the general partner of .068 OP units.

          -   The exchanging limited partners purchased 984,423 additional
              shares of common stock from Chateau with the proceeds.

In connection with the Merger, Chateau issued common stock valued at 
approximately $351 million, including the costs incurred to complete the 
Merger, which was allocated as follows:

Rental property                           $  501.3
Net working capital                           15.8
Debt assumed                                (166.1)
                                          ---------
                                             351.0
                                          ---------
                                          ---------

As of September 30, 1997, the Company owned 128 communities with an aggregate 
of approximately 43,300 residential homesites. In addition, it fee managed and 
controlled 6,700 residential homesites in 32 communities.

The following unaudited pro forma income statement information has been 
prepared as if the Merger and related transactions had occurred on January 1, 
1996.  In addition, the pro forma information is presented as if the 
acquisition of 13 properties made in 1996 by the Company and ROC had occurred 
on January 1, 1996. The pro forma income statement information is not 
necessarily indicative of the results which actually would have occurred if 
the Merger had been consummated on January 1, 1996.



                                     Three Months Ended      Nine Months Ended
                                       September 30             September 30 
                                 -----------------------------------------------
                                       (In thousands, except per share data)
                                     1997          1996       1997          1996
                                    ---------  --------  ---------     ---------

Revenues                             $ 35,295   $ 33,311  $ 103,672     $ 99,143
Expenses:
Property, operating,
 maintenance and administrative        13,900    13,863      39,758       40,591
Depreciation and amortization           8,968     8,335      26,003       25,202
Interest and related amortization       6,757     6,310      20,100       18,973
                                    ---------  --------  ---------     ---------
Total expenses                         29,625    28,508      85,861       84,766
                                    ---------  --------  ---------     ---------
Net income                              5,670     4,803      17,811       14,377
                                    ---------  --------  ---------     ---------
Per OP unit                             $ .20     $ .17       $ .64        $ .52
                                    ---------  --------  ---------     ---------
                                    ---------  --------  ---------     ---------

Weighted average 
OP Units outstanding                   28,070    27,923      27,997       27,893
                                    ---------  --------  ---------     ---------
                                    ---------  --------  ---------     ---------

                                       5

<PAGE>


3.   EQUITY TRANSACTIONS:

     In September, 1997, Chateau issued 101,239 shares of common stock in a
     private placement, under section 4(2) of the Securities Act of 1933, as
     amended, and $750,000 in cash, in exchange for all of the outstanding 
     shares of The Windsor Corporation ("Windsor").  Windsor Corporation is the 
     general partner of five public limited partnerships and trust advisor for 
     one public, REIT owning, in the aggregate, 28 manufactured home communities
     containing approximately 5,700 homesites, currently managed by the Company.
     On August 21, 1997, Chateau declared a cash dividend/distribution of $.43
     per share/OP unit to shareholders and OP Unitholders of record as of
     September 30, 1997.  The dividend was paid on October 15, 1997 and is
     included in accrued dividends and distributions in the accompanying
     condensed consolidated balance sheet as of September 30, 1997.
     
     On May 22, 1997, Chateau declared a cash dividend/distribution of $.43 per
     share/OP Unit to shareholders and OP Unitholders of record as of September
     30, 1997.  The dividend/distribution was paid on July 15, 1997. 

     On March 20, 1997, Chateau declared a cash dividend/distribution of $.43
     per share/OP Unit to shareholders and OP Unitholders of record as of March
     31, 1997.  The dividend/distribution was paid on April 14, 1997.

     On November 13, 1996, Chateau declared a cash dividend/distribution of
     $.405 per share/OP unit to shareholders and OP Unitholders of record as of
     December 31, 1996.  The dividend/ distribution was paid on January 15, 1997
     and is included in accrued dividends and distributions in the accompanying
     condensed consolidated balance sheet as of December 31, 1996.

4.   DEBT:
     -----

     The following table sets forth certain information regarding debt at
     September 30, 1997.

                                  Weighted
                               Interest Rate   Maturity Date  Principal Balance
                               -------------   -------------  -----------------

     Fixed Rate Mortgage Debt      7.94%         1998-2011           115,486
     Unsecured Senior Notes        8.16%         2000-2003           145,000
     Unsecured Lines of Credit     6.77%           -                  87,751
     Other notes payable           various        various              2,002
                                                              ---------------
                                                                     350,239
                                                              ---------------
                                                              ---------------

5.   CONTINGENCIES:
     --------------

     Several claims and legal actions arising from the normal course of
     business, none of which are environmental related matters, have been
     asserted against the Company, and are pending final resolution.  Although
     the amount of liability at September 30, 1997, if any, with respect to
     these matters is not determinable, in the opinion of management, none of
     these matters will result in material liability.
    
                                       6

<PAGE>

6.   SUBSEQUENT EVENT:
     -----------------

    On November 6, 1997, the Company announced the acquisition of four
    manufactured home communities for an aggregate purchase price of $20
    million.  The acquisition was financed with the issuance of 16,480 OP units
    and the remainder with cash funded by its line of credit and a bridge
    facility issued as an extension to its line of credit.  The communities are
    located near Boston, Massachusetts and contain more than 600 homesites.

                                         7

<PAGE>


ITEM 2.    Management's Discussion And Analysis of Financial Condition And
           Results Of Operations

The following discussion and analysis of interim results of operations and 
financial condition covers the three and nine months ended September 30, 1997 
and 1996 and should be read in conjunction with the Condensed Consolidated 
Financial Statements and Notes thereto included in this report.  Certain 
statements in this report constitute "forward-looking statements" within the 
meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform 
Act").  Such forward-looking statements involve known and unknown risks, 
uncertainties and other factors  which may cause the actual results, 
performance or achievements of the Company or industry results to be 
materially different from any future results, performance or achievements 
expressed or implied by such forward-looking statements.

On February 11, 1997, Chateau completed its merger ("the "Merger") with ROC 
Communities, Inc. ("ROC"). The historical results of the Company in 1997 
include the results of operations of ROC since February 1, 1997.

Historical Results Of Operations

Comparison Of Three Months Ended September 30, 1997 To Three Months ended
September 30, 1996

For the three months ended September 30, 1997, net income was $5,670,000, an 
increase of $1,715,000 from the three months ended September 30, 1996.  The 
increase was due primarily to the Merger, as well as acquisitions that were 
consummated in 1997 and 1996 by the Company or ROC, and increased net 
operating income from communities owned by the Company and ROC at the 
beginning of the period (the "Core 1996 Portfolio").  The increase in net 
operating income from the Company's Core 1996 Portfolio was due to increased 
occupancy and rental increases partially offset by general operating expense 
increases.

Rental revenue in the three months ended September 30, 1997 was $34,032,000, 
an increase of $17,078,000 from the three months ended September 30, 1996. 
Approximately 85 percent of the increase was due to the Merger, and 6 percent 
was due to 1997 and 1996 acquisitions made by the Company or ROC.  The 
remaining 9 percent increase was due to rental increases and occupancy gains 
in the Company's Core 1996 Portfolio. Weighted average occupancy for the 
three months ended September 30, 1997 was 39,653 compared with 19,064 for the 
same period in 1996. The occupancy rate was 91.7 percent on approximately 
43,300 sites as of September 30, 1997, compared to 95.4 percent on 
approximately 20,000 sites as of September 30, 1996. The decrease in the 
occupancy rate is due to the increase in available sites added through 
expansions of existing communities and the acquisition of six development 
communities in 1996. The occupancy rate on the stabilized portfolio was 94.2 
percent as of September 30, 1997. On a per site basis, weighted average 
monthly rental revenue for the three months ended September 30, 1997 was $288 
compared with $289 in the same period of 1996. The decrease is due to the 
properties acquired having a lower per site monthly rent. For the Company's 
Core 1996 Portfolio, on a per site basis, weighted average monthly rental 
revenue for the three months ended September 30, 1997 was $291 compared with 
$279 for the same period in 1996, an increase of 4.5 percent.
 
Management fee, interest and other income primarily include management fee 
income for the management of 32 manufactured home communities, equity 
earnings from the Company's sales subsidiary and interest income on notes 
receivable. The increase in 1997 from 1996 is due primarily to business 
activities acquired in conjunction with the Merger.

                                       8

<PAGE>


Property operating and maintenance expense for the three months ended 
September 30, 1997 increased by $4,709,000 or 97 percent from the same period 
a year ago. The majority of the increase was due to the Merger and 1997 and 
1996 acquisitions.  The remaining increase was due to increases in the 
Company's Core 1996 Portfolio.  On a per site basis, monthly weighted average 
property operating and maintenance expense decreased 5.5 percent from 
approximately $85 in 1996 to approximately $81 in 1997.

Real estate taxes for the three months ended September 30, 1997, increased by 
$1,346,000 or 109 percent from the three months ended September 30, 1996.  
The increase is due primarily to the Merger, acquisitions and expansions of 
communities and general increases.  Real estate taxes may increase or 
decrease due to inflation, expansions and improvements of communities, as 
well as changes in taxation in the tax jurisdictions in which the Company 
operates.

Administrative expense for the three months ended September 30, 1997 increased
due to the Merger.  Administrative expense in 1997 was 4.9 percent of revenues
as compared to 5.2 percent in 1996.

Interest and related amortization costs increased for the three months ended 
September 30, 1997 by $3,558,000, as compared with the three months ended 
September 30, 1996.  The increase is attributable to the indebtedness 
incurred in connection with the Merger and to finance the 1997 and 1996 
acquisitions. Interest expense as a percentage of average debt outstanding 
decreased to approximately 7.7 percent in 1997 from approximately 8.4 percent 
in 1996.  The decrease is due primarily to the ROC debt assumed in the Merger 
having a lower average interest rate as well as much of the financing in 
connection with the Merger and the 1997 and 1996 acquisitions being done with 
the Company's lines of credit which have a lower average interest rate.  In 
addition, in July 1997, the Company renegotiated its lines of credit into a 
new line with a lower borrowing rate of 110 basis points over LIBOR versus 
150 basis points over LIBOR on the old lines. 

Depreciation expense for the three months ended September 30, 1997, increased 
$6.1 million from the same period a year ago.  The increase is directly 
attributable to the Merger and acquisitions.  Depreciation expense as a 
percentage of average depreciable rental property in 1997 remained relatively 
unchanged from 1996.
                                           
Comparison of Nine Months Ended September 30, 1997 to Nine Months Ended
September 30, 1996

For the nine months ended September 30, 1997, income was $17,380,000, an 
increase of $5,505,000 from the nine months ended September 30, 1996.  The 
increase was due primarily to the Merger, as well as acquisitions that were 
consummated in 1997 and 1996 by the Company or ROC, and increased net 
operating income from the Core 1996 Portfolio.  The increase in net operating 
income from the Company's Core 1996 Portfolio was due to increased occupancy 
and rental increases partially offset by general operating expense increases.

Rental revenue in the first nine months of 1997 was $95,723,000 an increase 
of $45,623,000 from the first nine months of 1996.  Approximately 77 percent 
of the increase was due to the Merger, and 12 percent was due to 1997 and 
1996 acquisitions made by the Company or ROC.  The remaining 11 percent 
increase was due to rental increases and occupancy gains in the Company's 
Core 1996 Portfolio. Weighted average occupancy for the nine months ended 
September 30, 1997 was 37,390 compared with 18,813 for the same period in 
1996. On a per site basis, weighted average monthly rental revenue for the 
nine months ended September 30, 1997 was $286 compared with $287 in the same 
period of 1996. The decrease is due to the properties acquired having a lower 
per site monthly rent. For the Company's Core 1996 Portfolio, on a per site 
basis, weighted average monthly rental revenue for the nine months ended 
September 30, 1997 was $293 compared with $277 for the same period in 1996, 
an increase of 5.9 percent.

                                      9

<PAGE>



Management fee, interest and other income primarily includes management fee 
income for the management of 32 manufactured home communities, equity 
earnings form the Company's sales subsidiary and interest income on notes 
receivable. The increase in 1997 from 1996 is due primarily to business 
activities acquired in conjunction with the Merger.

Property operating and maintenance expense for the nine months ended 
September 30, 1997 increased by $11,420,000 or 82 percent from the same 
period a year ago. The majority of the increase was due to the Merger and 
1997 and 1996 acquisitions.  The remaining increase was due to increases in 
the Company's Core 1996 Portfolio.  On a per site basis, monthly weighted 
average property operating and maintenance expense decreased 8.3 percent from 
approximately $82 in 1996 to approximately $75 in 1997

Real estate taxes for the first nine months ended September 30, 1997, 
increased by $3,665,000 or 102 percent from the first nine months ended 
September 30, 1996.  The increase is due primarily to the Merger, 
acquisitions and expansions of communities and general increases.  Real 
estate taxes may increase or decrease due to inflation, expansions and 
improvements of communities, as well as changes in taxation in the tax 
jurisdictions in which the Company operates.

Administrative expense for the first nine months of 1997 increased due to the 
Merger.  Administrative expense in 1997 was 5.4 percent of revenues as 
compared to 5.8 percent in 1996.

Interest and related amortization costs increased for the nine months ended 
September 30, 1997 by $9,411,000, as compared with the nine months ended 
September 30, 1996.  The increase is attributable to the indebtedness incurred 
in connection with the Merger and to finance the 1997 and 1996 acquisitions. 
Interest expense as a percentage of average debt outstanding decreased to 
approximately 7.7 percent in 1997 from approximately 8.6 percent in 1996.  The 
decrease is due primarily to the ROC debt assumed in the Merger having a lower 
average interest rate as well as much of the financing in connection with the 
Company's Merger and the 1997 and 1996 acquisitions being done with the 
Company's lines of credit which have a lower average interest rate.  In 
addition, in July 1997,  the Company renegotiated its lines of credit into a 
new line with a lower borrowing rate of 110 basis points over LIBOR versus 150 
basis points over LIBOR on the old lines.

Depreciation expense for the nine months ended September 30, 1997, increased 
$15.6 million from the same period a year ago.  The increase is directly 
attributable to the Merger and acquisitions.  Depreciation expense as a 
percentage of average depreciable rental property in 1997 remained relatively 
unchanged from 1996.

Liquidity and Capital Resources

Net cash provided by operating activities was $35,695,000 for the nine months 
ended September 30, 1997, compared to $21,329,000 for the nine months ended 
September 30, 1996.  The increase in cash provided by operating activities 
was due primarily to the increase in net operating income.

Net cash used in financing activities for the nine months ended September 30, 
1997 was $5,401,000.  Use of cash included distributions made to OP 
Unitholders of $29,929,000; net borrowings on the lines of credit of 
$16,917,000 and the payment of $19,851,000 to repurchase and retire 750,000 OP 
Units in connection with the Merger.  The OP Units purchased in 1997 and 1996 
as a part of the program were purchased at an average price of approximately 
$25.75 per unit.  This use of cash was offset partially by proceeds of 
$25,477,000 from the issuance of 984,423 OP Units at approximately $25.88 per 
share.

                                       10
<PAGE>

Net cash used in investing activities for the nine months ended September 30, 
1997 was $30,565,000.  This amount represented joint venture investments, 
acquisitions, capital expenditures and construction and development costs.  
Also included in this is the investment in the Windsor Corporation financed 
with the issuance of 101,239 OP Units at a price of approximately $29 per 
share and $750,000 in cash. For the nine months ended September 30, 1997, 
construction and development costs, including joint ventures, were 
approximately $7.2 million, while recurring property capital expenditures, 
other than construction and development costs, were approximately $2.9 
million.  Recurring property capital expenditures in 1997 increased due to the 
Company's larger size. Capital expenditures have historically been financed 
with funds from operations and it is the Company's intention that such future 
expenditures will be financed with funds from operations.

On November 6, 1997 the Company announced the acquisition of four manufactured
home communities for an aggregate purchase price of $20 million.  The
acquisition was financed with the issuance of 16,480 OP units and the remainder
with cash funded by its line of credit and an interim bridge facility issued in
connection with its line of credit.  The communities are located near Boston,
Massachusetts and contain more than 600 homesites.

Future acquisitions of communities and land for development of sites will be
financed through borrowings on the line of credit, the issuance of additional
equity or debt securities, assumption of existing secured or unsecured
indebtedness, the issuance of OP units or capital contributions by Chateau.  The
development of expansion sites will be financed primarily by cash flow from
operations and borrowings on the line of credit.  At September 30, the Company
had available a credit facility of $100 million, including a term loan for $25
million.  As of September 30, 1997, there was $87.8 million outstanding under
the line of credit.

The line of credit has First Chicago/NBD acting as lead agent.  It is unsecured
and bears interest at 110 basis points over LIBOR.

The Company expects to meet its short-term liquidity requirements through cash
flow from operations and, if necessary, borrowings under its line of credit.

The Company anticipates meeting its long-term liquidity requirements from
borrowings under its line of credit, from the issuance of additional debt or
equity securities, capital contributions and cash flows from Chateau.

OTHER

Funds from operations ("FFO") is defined by the National Association of Real
Estate Investment Trusts (NAREIT) as net income excluding gains (or losses) from
debt restructuring and sales of property plus rental property depreciation and
amortization.  Management believes 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 (i) does not represent cash flow from
operations as defined by generally accepted accounting principles; (ii) 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;
and (iii) is not an alternative to cash flows as a measure of liquidity.  FFO is
calculated as follows:

                                      11

<PAGE> 


                                 FOR THE THREE MONTHS       FOR THE NINE MONTHS
                                 ENDED SEPTEMBER 30,        ENDED SEPTEMBER 30,
                                 --------------------       --------------------
                                      1997      1996            1997      1996
                                    -------    ------        --------- ---------
Net Income                          $ 5,670     $3,955        $17,380   $11,875
Depreciation of rental property       8,796      2,814         23,674     8,448
Amortization of other intangibles       110          -            296         -
                                    -------     ------        -------   -------
Funds from operations               $14,576     $6,769        $41,350   $20,323
                                    -------     ------        -------   -------
                                    -------     ------        -------   -------

On a pro forma basis, FFO is calculated as follows:

                                   FOR THE THREE MONTHS     FOR THE NINE MONTHS
                                    ENDED SEPTEMBER 30,     ENDED SEPTEMBER 30,
                                   --------------------     -------------------
                                      1997       1996          1997      1996
                                    -------    -------       -------    -------

Net Income                          $ 5,670    $ 4,802       $17,811    $14,377
Depreciation of rental property       8,796      8,129        25,484     24,645
Amortization of other intangibles       110        146           333        386
                                    -------    -------       -------    -------
Funds from operations               $14,576    $13,077       $43,628    $39,408
                                    -------    -------       -------    -------
                                    -------    -------       -------    -------


ITEM 3.     Quantitative and Qualitative Disclosures about Market Risk

            Not applicable.

                                      12

<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

Three separate purported class actions have been filed against Chateau and its
directors in the Circuit Court of Montgomery County, Maryland alleging breaches
of fiduciary duty for agreeing to the Merger with ROC and refusing to endorse
alternative transactions proposed by Manufactured Home Communities, Inc. or Sun
Communities, Inc.  The three class actions are entitled HARBOR FINANCE PARTNERS
V. CHATEAU PROPERTIES, et al. (Case No. 157467), NILES V. CHATEAU PROPERTIES, ET
AL. (Case No. 158284), AND ZSA ASSET ALLOCATION FUND V. BOLL, ET AL. (Case No.
158652) and were filed on or about September 12, 1996, September 27, 1996 and
October 4, 1996, respectively.

Chateau believes that such litigation (which has been consolidated) is entirely
without merit and intends to vigorously defend such litigation if pursued.

Item 2.   Changes in Securities
          None

Item 3.   Defaults Upon Senior Securities
          Not Applicable

Item 4.   Submission of Matters for a Vote of Security Holders
          None

Item 5.   Other Information
          None
          
Item 6.   Exhibits and Reports on Form 8-K
          None

                                      13


<PAGE>


                                      SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, and in the capacities 
indicated, on the 14th day of November, 1997.

                                            CP LIMITED PARTNERSHIP

                                            By: Chateau Communities, Inc.


                                       By:  /s/ Tamara D. Fischer
                                           ------------------------------------
                                                   Tamara D. Fischer
                                                Executive Vice President
                                               and Chief Financial Officer
                                          (Duly Authorized Officer and Principal
                                             Financial and Accounting Officer)

                                      14