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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 March 31, 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                                                   |                                                                                         
|                                                           |                                                                                         
|(State of incorporation)                                   |                                                                                         
|                                                           |                                                                                         
|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
|----- | ----

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

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

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##### Table of Contents

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 Months Ended March 31, 2003 and 2002     | 1      
|               |                                                                                                    |        
|               | Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002                   | 2      
|               |                                                                                                    |        
|               | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 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                | 10 - 16
|               |                                                                                                    |        
|Item 3.        | Quantitative and Qualitative Disclosures about Market Risk                                         | 17     
|               |                                                                                                    |        
|Item 4.        | Controls and Procedures                                                                            | 17     
|               |                                                                                                    |        
|PART II.       | OTHER INFORMATION                                                                                  | 17     
|               |                                                                                                    |        
|SIGNATURE      | 23                                                                                                
|               |                                                                                                    |        
|CERTIFICATIONS | 24 - 25                                                                                           



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##### Table of Contents

|PART I. | FINANCIAL INFORMATION
|------- | ---------------------
|        |                      
|Item 1. | Financial Statements 

CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)

|                                                                 |  | Three Months Ended March 31, |       
|---------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                 |  |                              |       
|                                                                 |  | 2003                         |       
|                                                                 |  |                              |       
|Revenues:                                                        |  |                              |       
|Rental income                                                    |  | $                            | 63,432
|Interest income                                                  |  |                              | 2,806 
|Management fee and other income                                  |  |                              | (94   
|                                                                 |  |                              |       
|                                                                 |  |                              | 66,144
|Expenses:                                                        |  |                              |       
|Property operating and maintenance                               |  |                              | 19,707
|Real estate taxes                                                |  |                              | 4,335 
|Depreciation and amortization                                    |  |                              | 17,683
|Administrative                                                   |  |                              | 3,102 
|Interest and related amortization                                |  |                              | 16,702
|                                                                 |  |                              |       
|                                                                 |  |                              | 61,529
|                                                                 |  |                              |       
|Income before gain on disposition of properties and distribution |  |                              | 4,615 
|Gain on disposition of properties                                |  |                              |      
|Distribution to preferred OP Unitholders                         |  |                              | (1,523
|                                                                 |  |                              |       
|Income from continuing operations                                |  |                              | 3,092 
|                                                                 |  |                              |       
|Discontinued operations:                                         |  |                              |       
|Income from discontinued operations                              |  |                              | 764   
|Gain on disposition of properties                                |  |                              | 459   
|                                                                 |  |                              |       
|Income from discontinued operations                              |  |                              | 1,223 
|                                                                 |  |                              |       
|Income before cumulative effect of accounting change             |  |                              | 4,315 
|Cumulative effect of accounting change                           |  |                              |      
|                                                                 |  |                              |       
|Net income attributable to common OP Unitholders                 |  | $                            | 4,315 
|                                                                 |  |                              |       
|Net income attributable to common OP Unitholders:                |  |                              |       
|General partner                                                  |  | $                            | 3,622 
|Limited partners                                                 |  |                              | 693   
|                                                                 |  |                              |       
|                                                                 |  | $                            | 4,315 
|                                                                 |  |                              |       
|Earnings per OP Unit - basic                                     |  |                              |       
|Income from continuing operations                                |  | $                            | 0.09  
|Income from discontinued operations                              |  |                              | 0.03  
|                                                                 |  |                              |       
|Income before cumulative effect of accounting change             |  |                              | 0.12  
|Cumulative effect of accounting change                           |  |                              |      
|                                                                 |  |                              |       
|Net income attributable to common OP Unitholders                 |  | $                            | 0.12  
|                                                                 |  |                              |       
|Weighted average common OP Units -  basic                        |  |                              | 34,969
|                                                                 |  |                              |       
|Earnings per OP Unit - diluted                                   |  |                              |       
|Income from continuing operations                                |  | $                            | 0.09  
|Income from discontinued operations                              |  |                              | 0.03  
|                                                                 |  |                              |       
|Income before cumulative effect of accounting change             |  |                              | 0.12  
|Cumulative effect of accounting change                           |  |                              |      
|                                                                 |  |                              |       
|Net income attributable to common OP Unitholders                 |  | $                            | 0.12  
|                                                                 |  |                              |       
|Weighted average common OP Units - diluted                       |  |                              | 34,977
|                                                                 |  |                              |       

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

1



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CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                                                            |  | March 31, 2003 (Unaudited) |           | December 31, 2002 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | --------- | ----------------- | -
|                                                                                                                                                                                                            |  |                            |           |                   |  
|ASSETS                                                                                                                                                                                                      |  |                            |           |                   |  
|Rental property:                                                                                                                                                                                            |  |                            |           |                   |  
|Land                                                                                                                                                                                                        |  | $                          | 199,328   |                   | $
|Land and improvements for expansion sites                                                                                                                                                                   |  |                            | 42,596    |                   |  
|Depreciable property, net                                                                                                                                                                                   |  |                            | 1,395,074 |                   |  
|                                                                                                                                                                                                            |  |                            |           |                   |  
|                                                                                                                                                                                                            |  |                            | 1,636,998 |                   |  
|Less:  accumulated depreciation                                                                                                                                                                             |  |                            | 351,169   |                   |  
|                                                                                                                                                                                                            |  |                            |           |                   |  
|Net rental property                                                                                                                                                                                         |  |                            | 1,285,829 |                   |  
|Rental property held for sale                                                                                                                                                                               |  |                            | 39,177    |                   |  
|Cash and cash equivalents                                                                                                                                                                                   |  |                            | 4,013     |                   |  
|Rents and other receivables, net                                                                                                                                                                            |  |                            | 5,092     |                   |  
|Notes receivable                                                                                                                                                                                            |  |                            | 43,388    |                   |  
|Investments in and advances to affiliates                                                                                                                                                                   |  |                            | 106,408   |                   |  
|Prepaid expenses and other assets                                                                                                                                                                           |  |                            | 13,766    |                   |  
|                                                                                                                                                                                                            |  |                            |           |                   |  
|Total assets                                                                                                                                                                                                |  | $                          | 1,497,673 |                   | $
|                                                                                                                                                                                                            |  |                            |           |                   |  
|LIABILITIES                                                                                                                                                                                                 |  |                            |           |                   |  
|Debt                                                                                                                                                                                                        |  | $                          | 1,006,573 |                   | $
|Accrued interest payable                                                                                                                                                                                    |  |                            | 14,306    |                   |  
|Accounts payable and accrued expenses                                                                                                                                                                       |  |                            | 16,009    |                   |  
|Rents received in advance and security deposits                                                                                                                                                             |  |                            | 19,246    |                   |  
|Distributions payable                                                                                                                                                                                       |  |                            | 20,006    |                   |  
|                                                                                                                                                                                                            |  |                            |           |                   |  
|Total liabilities                                                                                                                                                                                           |  |                            | 1,076,140 |                   |  
|PARTNERS CAPITAL                                                                                                                                                                                           |  |                            |           |                   |  
|Partners Capital, Unlimited Authorized Units:                                                                                                                                                              |  |                            |           |                   |  
|34,968,393 and 35,053,070, Common OP Units outstanding at March 31, 2003 and December 31, 2002, respectively 1,500,000 Preferred OP
Units outstanding at March 31, 2003 and December 31, 2002, respectively |  |                            |          |                   |  
|General Partner                                                                                                                                                                                             |  |                            | 290,577   |                   |  
|Limited Partners                                                                                                                                                                                            |  |                            | 57,999    |                   |  
|Preferred OP Units, Series A                                                                                                                                                                                |  |                            | 72,957    |                   |  
|                                                                                                                                                                                                            |  |                            |           |                   |  
|Total partners capital                                                                                                                                                                                     |  |                            | 421,533   |                   |  
|                                                                                                                                                                                                            |  |                            |           |                   |  
|Total liabilities and partners capital                                                                                                                                                                     |  | $                          | 1,497,673 |                   | $
|                                                                                                                                                                                                            |  |                            |           |                   |  

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)

|                                                                                  |  | Three Months Ended March 31, |        
|--------------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                                  |  |                              |        
|                                                                                  |  | 2003                         |        
|                                                                                  |  |                              |        
|Cash flows from operating activities:                                             |  |                              |        
|Net income attributable to common OP Unitholders                                  |  | $                            | 4,315  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |        
|Non-cash items included in discontinued operations                                |  |                              | 218    
|Equity in loss of CSI                                                             |  |                              | 622    
|Share of loss from NTandem                                                       |  |                              | 27     
|Net gain on disposition of properties - continuing operations                     |  |                              |       
|Cumulative effect of accounting change                                            |  |                              |       
|Bad debt expense                                                                  |  |                              | 188    
|Depreciation and amortization from continuing operations                          |  |                              | 17,683 
|Amortization of debt issuance costs                                               |  |                              | 1,111  
|Decrease in operating assets                                                      |  |                              | 176    
|Increase in operating liabilities                                                 |  |                              | 1,264  
|                                                                                  |  |                              |        
|Net cash provided by operating activities                                         |  |                              | 25,604 
|Cash flows from investing activities:                                             |  |                              |        
|Net proceeds from dispositions of rental properties                               |  |                              | 4,067  
|Collection of amounts held in escrow, from prior year property dispositions       |  |                              |       
|Additions to rental property and equipment                                        |  |                              | (4,798 
|Investment in and advances to affiliates                                          |  |                              | (1,297 
|Proceeds from Notes Receivable - OP Unitholder                                    |  |                              | 6,000  
|Payments (advances) on notes receivable, net                                      |  |                              | (708   
|                                                                                  |  |                              |        
|Net cash provided by investing activities                                         |  |                              | 3,264  
|Cash flows from financing activities:                                             |  |                              |        
|Borrowings on line of credit                                                      |  |                              | 36,785 
|Payments on line of credit                                                        |  |                              | (42,959
|Principal payments on debt                                                        |  |                              | (1,062 
|Distributions to OP Unitholders                                                   |  |                              | (19,229
|Payment of debt issuance costs                                                    |  |                              | (412   
|Exercise of Chateaus common stock options and other                              |  |                              | (3     
|                                                                                  |  |                              |        
|Net cash used in financing activities                                             |  |                              | (26,880
|                                                                                  |  |                              |        
|Increase in cash and cash equivalents                                             |  |                              | 1,988  
|Cash and cash equivalents, beginning of period                                    |  |                              | 2,025  
|                                                                                  |  |                              |        
|Cash and cash equivalents, end of period                                          |  | $                            | 4,013  
|                                                                                  |  |                              |        
|Supplemental cash flow information:                                               |  |                              |        
|Fair market value of OP Units issued in connection with acquisitions/development  |  | $                            | 246    
|                                                                                  |  |                              |        

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

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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 March 31, 2003, our portfolio consisted of 203 properties, containing an aggregate of 67,966
homesites and 1,359 park model/RV sites, located in 32 states.  We also fee manage 35 properties, containing an aggregate of 7,835 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 and our subsidiaries. Chateau and ROC Communities, Inc. are general
partners.  As of March 31, 2003, Chateau owned on a combined basis, an 84 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 March 31, 2003 is identical to our accompanying balance sheet, except
as follows:

|(In thousands)                               |  | As Presented Herein March 31, 2003 |         | Adjustments |   | Chateau Communities, Inc March 31, 2003 |  
|-------------------------------------------- |  | ---------------------------------- | ------- | ----------- | - | --------------------------------------- | -
|                                             |  |                                    |         |             |   |                                         |  
|Minority interests in CP Limited Partnership |  | $                                  |        |             | $ | 130,956                                 |  
|                                             |  |                                    |         |             |   |                                         |  
|Equity:                                      |  |                                    |         |             |   |                                         |  
|General partner                              |  | $                                  | 290,577 |             | $ | (290,577                                | )
|Limited partners                             |  |                                    | 130,956 |             |   | (130,956                                | )
|Common stock                                 |  |                                    |         |             |   | 294                                     |  
|Additional paid-in capital                   |  |                                    |         |             |   | 500,350                                 |  
|Dividends in excess of accumulated earnings  |  |                                    |         |             |   | (195,493                                | )
|Accumulated other comprehensive income       |  |                                    |         |             |   | (5,293                                  | )
|Notes receivable from officers               |  |                                    |         |             |   | (9,281                                  | )
|                                             |  |                                    |         |             |   |                                         |  
|Partners capital/shareholders equity       |  | $                                  | 421,533 |             | $ | (130,956                                | )
|                                             |  |                                    |         |             |   |                                         |  

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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. | 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 partners capital
section of the Condensed Consolidated Balance Sheets.  Total comprehensive income for the three months ended March 31, 2003 and 2002 is summarized as follows (in thousands):                                                  

|                                                    |  | 2003 |       | 2002 |  
|--------------------------------------------------- |  | ---- | ----- | ---- | -
|                                                    |  |      |       |      |  
|Net income available to common OP Unitholders       |  | $    | 4,315 |      | $
|Add back: amortization of hedge loss                |  |      | 244   |      |  
|Less: adjustment for amounts included in net income |  |      | (244  | )    |  
|                                                    |  |      |       |      |  
|Total comprehensive income                          |  | $    | 4,315 |      | $
|                                                    |  |      |       |      |  

|3. | Partners Capital:                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                              
|   | 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 and is
included in distributions payable in the accompanying condensed consolidated balance sheet as of March 31, 2003.
|   |                                                                                                                                                                                                                                                                                              
|   | Basic and diluted earnings per OP Unit are summarized in the following table:                                                                                                                                                                                                                

|                                             |  | For the Three Months Ended March 31, |       
|-------------------------------------------- |  | ------------------------------------ | ------
|                                             |  |                                      |       
|(In thousands, except per OP Unit data)      |  | 2003                                 |       
|                                             |  |                                      |       
|Basic earnings per OP Unit:                  |  |                                      |       
|Income from continuing operations            |  | $                                    | 3,092 
|                                             |  |                                      |       
|Weighted average common OP Units - Basic     |  |                                      | 34,969
|                                             |  |                                      |       
|Per OP Unit                                  |  | $                                    | 0.09  
|                                             |  |                                      |       
|Diluted earnings per OP Unit:                |  |                                      |       
|Income from continuing operations            |  | $                                    | 3,092 
|                                             |  |                                      |       
|Weighted average common OP Units outstanding |  |                                      | 34,969
|Chateau employee stock options               |  |                                      | 8     
|                                             |  |                                      |       
|Weighted average common OP Units - Diluted   |  |                                      | 34,977
|                                             |  |                                      |       
|Per OP Unit                                  |  | $                                    | 0.09  
|                                             |  |                                      |       

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|   | The notes receivable from Chateau stock option exercises bear interest, primarily at LIBOR plus 80 basis points, range in maturity dates from 2003 to 2005, are collateralized by
the underlying Chateau shares and are non-recourse to the borrower.  Approximately $3.6 million of the loans mature in August 2003 and are collateralized by approximately 140,000 Chateau shares.  We may recognize impairment on these notes
receivable depending on Chateaus share price at maturity.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Chateaus Stock Options Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | If compensation cost for Chateaus stock option grants had been recognized based on the fair value at the grant dates for March 31, 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 would have been (in thousands, except per OP Unit data):                                                                                                                                            

|                                                                                                  |  | For the Three Months Ended March 31, |      
|------------------------------------------------------------------------------------------------- |  | ------------------------------------ | -----
|                                                                                                  |  |                                      |      
|                                                                                                  |  | 2003                                 |      
|                                                                                                  |  |                                      |      
|Net income attributable to common OP Unitholders, as reported                                     |  | $                                    | 4,315
|Less: Total employee compensation expense determined under fair value based method for all awards |  |                                      | (228 
|                                                                                                  |  |                                      |      
|Pro forma net income                                                                              |  | $                                    | 4,087
|                                                                                                  |  |                                      |      
|Earnings per OP Unit                                                                              |  |                                      |      
|Basic - as reported                                                                               |  | $                                    | 0.12 
|                                                                                                  |  |                                      |      
|Basic - pro forma                                                                                 |  | $                                    | 0.12 
|                                                                                                  |  |                                      |      
|Diluted - as reported                                                                             |  | $                                    | 0.12 
|                                                                                                  |  |                                      |      
|Diluted - pro forma                                                                               |  | $                                    | 0.12 
|                                                                                                  |  |                                      |      

|5. | Financing:                                                                          
|-- | ------------------------------------------------------------------------------------
|   |                                                                                     
|   | The following table sets forth certain information regarding debt at March 31, 2003:

|(Dollars in thousands)      |  | Weighted Average Interest Rate |      | Maturity Date |  | Principal Balance | 
|--------------------------- |  | ------------------------------ | ---- | ------------- |  | ----------------- | 
|                            |  |                                |      |               |  |                   | 
|Fixed rate mortgage debt    |  |                                | 7.70 | %             |  | 2003 - 2011       | 
|Unsecured senior notes      |  |                                | 7.77 | %             |  | 2003 - 2021       | 
|Unsecured installment notes |  |                                | 7.50 | %             |  | 2012              | 
|                            |  |                                |      |               |  |                   | 
|Total fixed rate debt       |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 
|Unsecured term loan         |  |                                | 3.08 | %             |  | 2004              | 
|Unsecured lines of credit   |  |                                | 2.70 | %             |  | 2005              | 
|                            |  |                                |      |               |  |                   | 
|Total variable rate debt    |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 
|                            |  |                                |      |               |  |                   | 

6



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|   | 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 is restricted by $10 million each month to ensure availability of $50 million in August 2003 to repay $50 million of senior unsecured notes upon their maturity.  Subsequent to the
repayment, the borrowing capacity will be restored to $175 million.  The capacity will then be restricted by $20 million through November 2003 to ensure adequate borrowing capacity to repay $20 million of senior unsecured debt upon its
maturity.  Subsequent to that repayment, the borrowing capacity will be restored to $175 million.  The facility matures in February 2005 and as of March 31, 2003, the facility bears interest at LIBOR plus 140 basis points (2.68% as of
March 31, 2003).  In addition we have a $7.5 million revolving line of credit from US Bank, which, as of March 31, 2003, bears interest at a rate of LIBOR plus 125 basis points (2.53% as of March 31, 2003) (together with our BankOne Credit
Facility, Credit Facilities).  As of March 31, 2003 we had approximately $123 million outstanding under our Credit Facilities and had available $59.5 million in additional borrowing capacity.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | We have a $125 million term loan with BankOne acting as lead agent, which as of March 31, 2003, bears interest at LIBOR plus 175 basis points (3.03% as of March 31, 2003) and
matures in May 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In January 2003, Standard & Poors Ratings Services affirmed our credit ratings at BBB-, but revised its outlook of 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 $70 million of unsecured senior notes, and is reflected above.  In addition, with the change in ratings, we may be required to repurchase $20 million of privately
issued unsecured debt, at the lenders option, including related interest and other charges.  This debt is currently scheduled to mature November 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | Related Party Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the first quarter of 2003 we owned approximately 19% of NTandem Trusts (NTandem) outstanding equity. As of March 31, 2003, we had loans and
advances of approximately $38 million outstanding to NTandem.  We also guarantee NTandems working capital line of credit, which had $16.5 million outstanding as of March 31, 2003.  Subsequent to March 31, 2003, we
advanced NTandem $16.5 million to pay off its working capital line of credit.  In addition, we own NTandems external advisor and provide management and other services to NTandem. As such, we possess significant influence
over the operating and financial decisions of NTandem, and accordingly, account for our investment in NTandem utilizing the equity method of accounting. The following table details the fees charged to NTandem for the respective
periods (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                                 |  | For the Three Months Ended March 31, |      
|-------------------------------- |  | ------------------------------------ | -----
|                                 |  |                                      |      
|                                 |  | 2003                                 |      
|                                 |  |                                      |      
|Interest income and related fees |  | $                                    | 500  
|Advisory fees                    |  |                                      | 317  
|Management and overhead fees     |  |                                      | 267  
|                                 |  |                                      |      
|                                 |  | $                                    | 1,084
|                                 |  |                                      |      

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|   | In an effort to maximize the return on our investment in NTandem and to assume control over the portfolio that we manage for NTandem, we signed an agreement in
January 2003 to purchase a subsidiary of NTandem. This transaction, which carries a total purchase price of approximately $150 million, will require a $5 million additional cash investment.  We will assume $85 million of secured debt and
$3 million of other liabilities and retire our loans and advances to NTandem, which will be approximately $54.5 million.  The transaction was approved by the shareholders of NTandem and is expected to close in the second quarter of
2003.  When the transaction is completed, we plan to market 12 communities for disposition, representing approximately 15% of NTandems net operating income, in the remainder of 2003.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Effective April 1, 2003, we had the unilateral right to convert our notes receivable from NTandem into a common equity investment in NTandem.  We exercised that
right in April 2003.  Based on the conversion right, we will consolidate NTandem beginning April 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 (if the property was sold prior to March 31, 2003) and the results of
operations for the properties held for sale through March 31, 2003.  During the first quarter of 2003, we sold two communities for a combined gross sales price of $4.4 million, which includes a net gain on sale of $434,000.  These
communities are included in discontinued operations for all periods presented.                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As of March 31, 2003 we have thirteen communities that are classified as held for sale and are included in discontinued operations for all periods presented.  Properties
are identified as assets held for sale when certain disposition criteria are met, and are adjusted to the lower of book value or fair value less costs to sell the assets at the time of reclassification.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During 2002, we disposed of eleven communities, which are included in discontinued operations in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The following table shows the results of operations for the discontinued operations, in thousands:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|                                                                             |  | For the Three Months Ended March 31, |      
|---------------------------------------------------------------------------- |  | ------------------------------------ | -----
|                                                                             |  |                                      |      
|                                                                             |  | 2003                                 |      
|                                                                             |  |                                      |      
|Total revenues                                                               |  | $                                    | 2,288
|Total operating expenses                                                     |  |                                      | (826 
|Interest expense and related amortization                                    |  |                                      | (21  
|Depreciation expense                                                         |  |                                      | (677 
|                                                                             |  |                                      |      
|Income from discontinued operations before gain on disposition of properties |  |                                      | 764  
|Gain on disposition of properties                                            |  |                                      | 459  
|                                                                             |  |                                      |      
|Income from discontinued operations                                          |  | $                                    | 1,223
|                                                                             |  |                                      |      

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|8. | 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 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 has been recorded in the first quarter as a cumulative effect of a change in accounting principle in the
Condensed Consolidated Statements of Income during the three months ended March 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | New Accounting Pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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.  Chateau has 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.  We do not believe
additional exposure exists as a result of consolidating CSI, as CSI is currently accounted for under the equity method through our recognition of 100% of CSIs equity earnings/losses.

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

The
following discussion should be read in conjunction with the financial statements and notes appearing elsewhere in this report and with the December 31, 2002 Form 10-K.  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 84% general partner interest as of
March 31, 2003.  As of March 31, 2003, we owned 203 properties containing an aggregate of 67,966 homesites and 1,359 park model/RV sites, located in 32 states.  Approximately 28% of these homesites were in Florida, 25% were in Michigan,
and 9% were in Georgia.  We also fee managed 35 properties containing an aggregate of 7,835 homesites.  In January 2003, we entered into an agreement to acquire the NTandem subsidiary that owns 33 of these communities (further
described below).

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, which in turn will help us meet our financial objectives.  From the inception of the plan through March 31, 2003, we have disposed of an aggregate of 24 properties and three parcels of land for approximately $96.6 million
(see further discussion under Liquidity and Capital Resources below).

Results of Operations

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

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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 first quarter we
lost 235 revenue producing sites in the same store portfolio, from December 31, 2002.  We expect occupancy to remain relatively flat 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.

The following table summarizes certain information relative to our properties
for the three months ended March 31, 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 March 31,                                     |  |                      |        |                 |  
|Number of communities                               |  |                      | 186    |                 |  
|Total manufactured homesites                        |  |                      | 65,147 |                 |  
|Occupied sites                                      |  |                      | 55,863 |                 |  
|Occupancy                                           |  |                      | 85.7   | %               |  
|For the three months ended March 31,                |  |                      |        |                 |  
|Rental income                                       |  | $                    | 63,187 |                 | $
|Property operating expenses                         |  | $                    | 22,768 |                 | $
|Net operating income                                |  | $                    | 40,419 |                 | $
|Weighted average monthly rent per site              |  | $                    | 362    |                 | $

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

Comparison of three months ended March 31, 2003 to three months ended March31, 2002

For the three months ended
March 31, 2003, income from continuing operations was $3.1 million, a decrease of $2.6 million from the three months ended March31, 2002.  The decrease was due to increased depreciation in 2003 and lower gains on dispositions in 2003, as
compared with 2002.

Rental revenue for the three months ended March 31, 2003 was $63.4 million, an increase of $1.5 million from the three months ended March 31, 2002.  The increase is
primarily due to rental increases in our Same Store Portfolio offset somewhat by declining occupancy.

As of March 31, 2003, occupancy in our stable portfolio was 89.3%, 75.5% in the expansion
portfolio, and 38.9% in the development properties.  Total portfolio occupancy at March 31, 2003 was 85.4%.  This compares to occupancy at March 31, 2002 of 92.3% in the stable portfolio, 77.1% in the expansion portfolio and 42.4% in the
development portfolio, or total portfolio occupancy of 88.2%.  On a per-site basis, weighted monthly rental revenue for the three months ended March 31, 2003 was $362 compared with $343 for the same period in 2002, an increase of
5.4%.

Management fee and other income primarily include management and advisory fee income for the management of 35 manufactured home communities, which includes NTandem Trust
(NTandem), and equity earnings/losses from our taxable REIT subsidiary, Community Sales, Inc. (CSI).  The decrease is due to reduced fees from NTandem, (see further discussion on NTandem under
Liquidity and Capital Resources below) and increased losses from CSI.  We recognized a loss of $622,000 from CSI in the first quarter of 2003, compared with a loss of $472,000 in the first quarter of 2002. The increased losses are a
result of lower home sales margins and an increase in inventory reserves as a result of the increased pressure on home values.

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Property operating and maintenance expense for the three months ended March 31, 2003 increased by $1.3 million or 7% from the same period a year ago.  The increase was
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 March 31, 2003 decreased by $265,000 from the same period a year ago.  Administrative expense in the first quarter of 2003 was 4.7% of total revenues as compared to 5.2%
in the same period of 2002.  This decrease was 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, in addition to a number of
operational-related consulting projects that were completed in 2002.

Depreciation and amortization expense for the three months ended March 31, 2003 increased $1,406,000 from the same period a
year ago.  Depreciation expense as a percentage of average depreciable rental property in the first quarter 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 March 31, 2003) and the results of operations for the properties held for sale through March 31, 2003.  During the first quarter of 2003 we sold two
communities, which have been reclassified to discontinued operations for all periods presented.

As of March 31, 2003 we have thirteen communities that are classified as held for sale and
are included in discontinued operations (see further discussion under 2003 Portfolio Changes below) for all periods presented.  Properties are identified as assets held for sale when certain criteria are met, and are adjusted to the
lower of book value or fair value less costs to sell the assets at the time of reclassification.

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

Cumulative Effect of a Change in Accounting Principle

CSI adopted the provisions of SFAS No. 142, Goodwill
and Other Intangible Assets, as of January 1, 2002, resulting in an impairment charge in the first quarter of approximately $1 million.  This resulted from an impairment in the goodwill related to its investment in the only company owned
home sales dealership.  This charge is reflected as a cumulative effect of a change in accounting principle.

Liquidity and Capital Resources

Net cash provided by operating activities was $25.6 million for the three months ended March 31, 2003, compared to $30.7 million for the same period in 2002, due to changes in our operating assets and liabilities.

Net cash provided by investing activities for the three months ended March 31, 2003 was $3.3 million as compared to $4.4 million for the same period in 2002.  This amount is comprised of
proceeds from the disposition of rental properties and a payment from a Notes Receivable OP Unitholder, offset somewhat by investments in development, acquisitions and capital expenditures, as well as additional investments in and advances to
affiliates.  We advanced $1.5 million to CSI during the first quarter of 2003 to primarily fund inventory purchases.

Net cash used in financing activities for the three months ended
March 31, 2003 was $26.9 million.  This consisted primarily of net payments on our Credit Facilities (discussed below) and distributions to our OP Unitholders of $19.2 million.

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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 have approximately $70 million of senior unsecured notes maturing in 2003, $50 million in August
and $20 million in November.  We expect to repay the balance with refinancings, the proceeds from property dispositions, borrowings on our Credit Facilities, which, as described below, have been amended to require adequate capacity to handle
these maturities, or the issuance of additional secured or unsecured 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 is restricted by $10 million each month to ensure availability of $50 million in August 2003 to repay $50 million of senior
unsecured notes upon their maturity.  Subsequent to the repayment, the borrowing capacity will be restored to $175 million.  The capacity will then be restricted by $20 million through November 2003 to ensure adequate borrowing capacity
the repay of $20 million of senior unsecured debt upon its maturing.  Subsequent to that repayment, the borrowing capacity will be restored to $175 million.  The facility matures in February 2005 and as of March 31, 2003, the facility
bears interest at LIBOR plus 140 basis points (2.68% as of March 31, 2003).  In addition we have a $7.5 million revolving line of credit from US Bank, which, as of March 31, 2003, bears interest at a rate of LIBOR plus 125 basis points (2.53%
as of March 31, 2003) (together with our BankOne Credit Facility, Credit Facilities).  As of March 31, 2003 we had approximately $123 million outstanding under our Credit Facilities and had available $59.5 million in additional
borrowing capacity.

As of March 31, 2003, we had outstanding, in addition to the Credit Facilities, $470 million of senior unsecured debt with a weighted average interest rate and remaining
maturity of 7.8% and 5.6 years, respectively, $279 million of secured mortgage debt with a weighted average interest rate and remaining maturity of 7.7% and 6.4 years, respectively, $9.7 million unsecured installment notes with an interest rate of
7.5% and a $125 million unsecured term loan with an interest rate of 3.1%.  As of March 31, 2003, we had approximately $1.0 billion of total debt outstanding, representing approximately 57.8% 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 outstanding 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 of our company from stable to negative.  In March 2003, Moodys Investors Service revised our debt rating to Ba1, outlook uncertain.  This downgrade was attributed, among other things, to uncertainty regarding
plans to address 2004 and 2005 debt maturities.  The downgrade resulted in increased borrowing costs under our BankOne Credit Facility, term loan and $70 million of unsecured senior notes of approximately $1 million annually.  In addition,
with the change in ratings, we may be required to repurchase $20 million of privately issued unsecured debt, at the lenders option, including related interest and other charges.  This debt is currently scheduled to mature November
2003.

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We are currently in the process of securing $50 million of unsecured senior notes, which are due 2021.  As a result of our current credit rating, the covenant waivers
that were received effective December 31, 2002 require us to complete this transaction by June 24, 2003, or be in default on these notes.  We expect to complete the transaction by the required date.

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,
issuances of new secured or unsecured debt financings or where appropriate, additional issuances of OP Units.

2003 Portfolio Change

As
part of our strategy to bring our overall debt to market capitalization ratio more in line with our historical operating parameters, as of March 31, 2003 we disposed of 2 properties and during 2002 we disposed of 15 properties, as outlined in the
table below:

|                                                      |  | Number of Communities |    | Number of Sites |  | Gross Sales Price |  | Gain / (Loss) on Sale |       
|----------------------------------------------------- |  | --------------------- | -- | --------------- |  | ----------------- |  | --------------------- | ------
|                                                      |  |                       |    |                 |  |                   |  |                       |       
|Included in Discontinued Operations                   |  |                       | 11 |                 |  | 2,250             |  | $                     | 41,440
|Included in Continuing Operations                     |  |                       | 4  |                 |  | 723               |  |                       | 8,450 
|                                                      |  |                       |    |                 |  |                   |  |                       |       
|2002 totals                                           |  |                       | 15 |                 |  | 2,973             |  | $                     | 49,890
|2003 totals - all included in Discontinued Operations |  |                       | 2  |                 |  | 338               |  | $                     | 4,400 
|                                                      |  |                       |    |                 |  |                   |  |                       |       
|Grand total                                           |  |                       | 17 |                 |  | 3,311             |  | $                     | 54,290
|                                                      |  |                       |    |                 |  |                   |  |                       |       

For the three months ended March 31, 2003, the proceeds from the dispositions were used to repay
amounts outstanding under our Credit Facilities.

As a continuing part of our long-term strategic plan, we expect to dispose of an additional $100 million of assets during 2003 (of which $39.2
million met the held for sale criteria under SFAS No. 144) and potentially another aggregate $100-$200 million in 2004 and 2005. The disposition pace and pricing will depend on a number of factors, including the availability and terms of mortgage
financing for manufactured housing communities and current capitalization rates.

Capital Investments

Our investment in capital
improvements for the three months ended March 31, is as follows (in thousands, except per site):

|                                                             |  | For the Three Months Ended March 31, 2003 |      
|------------------------------------------------------------ |  | ----------------------------------------- | -----
|                                                             |  |                                           |      
|Recurring capital expenditures (per site average $25.34) (a) |  | $                                         | 1,699
|Site upgrades (b)                                            |  |                                           | 117  
|Acquisitions (c)                                             |  |                                           | 311  
|Expansions and development (d)                               |  |                                           | 1,736
|Revenue producing (e)                                        |  |                                           | 137  
|                                                             |  |                                           |      
|Total                                                        |  | $                                         | 4,000
|                                                             |  |                                           |      

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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.  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.                                                                                                                                                                                                                                                                                                                                                                           

As of March 31, 2003, we substantially completed the development of approximately 40 sites.  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 will focus on filling the sites already substantially complete and currently vacant.  We expect to spend an additional $10 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.

NTandem

As of March 31, 2003, we own approximately 19% of
NTandems outstanding equity and have made loans and advances to NTandem.  We account for this investment utilizing the equity method of accounting.  Subsequent to March 31, 2003, we advanced NTandem $16.5 million to
pay off their working capital line of credit.  In an effort to maximize the return on our investment in NTandem and to assume control over the portfolio that we manage for NTandem, we signed an agreement in January 2003 to purchase
a subsidiary of NTandem. This transaction, which carries a total purchase price of approximately $150 million, will require a $5 million additional cash investment.  In addition, we will assume $85 million of secured debt and $3 million
of other liabilities and retire our loans and advances to NTandem, which are currently $54.5 million.  The transaction has been approved by the shareholders of NTandem and is expected to close in the second quarter of 2003. 
When the transaction is completed, we plan to market 11 communities for disposition, representing approximately 15% of NTandems net operating income, in the remainder of 2003.

Effective
April 1, 2003, we had the unilateral right to convert our notes receivable from NTandem into a common equity investment in NTandem.  We exercised that right in April 2003.  Based on the conversion right, we will consolidate
NTandem beginning April 1, 2003.

Historically we recognized income from a property management agreement, an advisory agreement, overhead reimbursements and interest income on advances as
earned from NTandem.  The amount of fee income and interest income earned is outlined in the table below.

15



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##### Table of Contents

|                                 |  | For the Three Months Ended March 31, |      
|-------------------------------- |  | ------------------------------------ | -----
|                                 |  |                                      |      
|                                 |  | 2003                                 |      
|                                 |  |                                      |      
|Interest income and related fees |  | $                                    | 500  
|Advisory fees                    |  |                                      | 317  
|Management and overhead fees     |  |                                      | 267  
|                                 |  |                                      |      
|                                 |  | $                                    | 1,084
|                                 |  |                                      |      

Interest is earned on the loan to NTandem (Prime plus one percent, or 5.25% at March 31,
2003) and in 2002, includes fees paid by NTandem for the subordination of our loan to the NTandem bank debt (approximately $200,000).  The advisory fees are charged based on one percent of NTandems average assets. 
The management fees are charged based on five percent of revenues of properties managed by us on behalf of NTandem.  Overhead reimbursement fees were based on a specific allocation of costs.  During the first quarter of 2003, we
recorded a loss of $27,000, representing our ownership interest in NTandems loss.

New Accounting Pronouncements

See footnote
9 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:

|                                                   |  | For the Three MonthsEnded March 31, |       
|-------------------------------------------------- |  | ----------------------------------- | ------
|                                                   |  |                                     |       
|(In thousands)                                     |  | 2003                                |       
|                                                   |  |                                     |       
|Income available to common OP Unitholders          |  | $                                   | 4,315 
|Adjustments:                                       |  |                                     |       
|Depreciation and amortization on rental properties |  |                                     | 17,107
|Gain on disposition of rental property             |  |                                     |      
|Cumulative effect of accounting change             |  |                                     |      
|Discontinued operations:                           |  |                                     |       
|Depreciation on rental property                    |  |                                     | 677   
|Net gain on disposition of properties              |  |                                     | (459  
|                                                   |  |                                     |       
|FFO                                                |  | $                                   | 21,640
|                                                   |  |                                     |       

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##### Table of Contents

|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 March 31, 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.We have approximately $70 million of senior unsecured notes maturing in 2003, $50
million in August and $20 million in November.  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 $2.5 million increase in interest expense based on our average variable rate
debt outstanding during 2003 of $253 million.

|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 a date within 90 days of the filing date
of 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.                          

17



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##### Table of Contents

|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 criteria to be classified as assets held for
sale.

The following table sets forth certain information, as of March 31, 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                   |  | 74.0      | % | $                                      | 253.99
|Anchor Bay                   |  | MI    |  | Detroit                       |  | 1,384                 |  | 88.1      | % | $                                      | 404.54
|Anchor North                 |  | FL    |  | Tampa Bay                     |  | 93                    |  | 94.6      | % | $                                      | 321.44
|Apache East                  |  | AZ    |  | Apache Jct                    |  | 123                   |  | 91.9      | % | $                                      | 275.38
|Arlington Lakeside           |  | TX    |  | Dallas                        |  | 233                   |  | 86.3      | % | $                                      | 310.38
|Audubon                      |  | FL    |  | Orlando                       |  | 280                   |  | 95.7      | % | $                                      | 309.94
|Autumn Forest                |  | NC    |  | Greensboro                    |  | 299                   |  | 57.9      | % | $                                      | 274.54
|Avon                         |  | MI    |  | Detroit                       |  | 617                   |  | 94.8      | % | $                                      | 455.74
|Beacon Hill Colony           |  | FL    |  | Tampa                         |  | 201                   |  | 99.5      | % | $                                      | 266.78
|Beacon Terrace               |  | FL    |  | Tampa                         |  | 297                   |  | 99.7      | % | $                                      | 296.30
|Bermuda Palms                |  | CA    |  | Palm Springs                  |  | 185                   |  | 98.4      | % | $                                      | 383.83
|Berrymans Branch            |  | NJ    |  | Philadelphia                  |  | 257                   |  | 92.2      | % | $                                      | 386.12
|Buena Vista                  |  | ND    |  | Fargo                         |  | 400                   |  | 94.8      | % | $                                      | 312.22
|Camden Point                 |  | GA    |  | Kingsland                     |  | 268                   |  | 40.7      | % | $                                      | 194.46
|Castlewood Estates           |  | GA    |  | Atlanta                       |  | 334                   |  | 81.7      | % | $                                      | 388.87
|Casual Estates               |  | NY    |  | Syracuse                      |  | 961                   |  | 64.0      | % | $                                      | 331.00
|Cedar Grove                  |  | CT    |  | New Haven                     |  | 60                    |  | 96.7      | % | $                                      | 354.92
|Cedar Knolls                 |  | MN    |  | Minneapolis                   |  | 458                   |  | 96.9      | % | $                                      | 453.24
|Chesterfield                 |  | MI    |  | Detroit                       |  | 345                   |  | 93.0      | % | $                                      | 435.20
|Cimarron Park                |  | MN    |  | St. Paul                      |  | 505                   |  | 96.2      | % | $                                      | 468.23
|Clinton                      |  | MI    |  | Detroit                       |  | 1,000                 |  | 88.8      | % | $                                      | 440.47
|Coach Royale                 |  | ID    |  | Boise                         |  | 91                    |  | 96.7      | % | $                                      | 337.62
|Colonial Acres               |  | MI    |  | Kalamazoo                     |  | 612                   |  | 82.2      | % | $                                      | 336.81
|Colonial Manor               |  | MI    |  | Kalamazoo                     |  | 195                   |  | 87.7      | % | $                                      | 311.78
|Colony Cove                  |  | FL    |  | Sarasota                      |  | 2,210                 |  | 98.3      | % | $                                      | 408.45
|Columbia Heights             |  | ND    |  | Grand Forks                   |  | 302                   |  | 95.4      | % | $                                      | 325.65
|Country Estates              |  | MI    |  | Grand Rapids                  |  | 254                   |  | 80.3      | % | $                                      | 331.61
|Countryside Village - Denver |  | CO    |  | Denver                        |  | 345                   |  | 91.9      | % | $                                      | 455.52
|Countryside Vlg Jacksonville |  | FL    |  | Jacksonville                  |  | 643                   |  | 85.4      | % | $                                      | 343.10
|Countryside Vlg Longmont     |  | CO    |  | Longmont                      |  | 310                   |  | 97.4      | % | $                                      | 451.58

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|Community             |  | State |  | Location (Closest Major City) |  | Total Number of Sites |  | Occupancy |   | Weighted Average Monthly Rent per Site |       
|--------------------- |  | ----- |  | ----------------------------- |  | --------------------- |  | --------- | - | -------------------------------------- | ------
|                      |  |       |  |                               |  |                       |  |           |   |                                        |       
|Creekside             |  | TX    |  | Dallas                        |  | 583                   |  | 94.2      | % | $                                      | 417.22
|Crestview             |  | OK    |  | Stillwater                    |  | 238                   |  | 68.1      | % | $                                      | 224.37
|Crystal Lake Club     |  | FL    |  | Tampa                         |  | 599                   |  | 79.3      | % | $                                      | 310.53
|Denali Park           |  | AZ    |  | Apache Jct                    |  | 162                   |  | 82.7      | % | $                                      | 280.37
|Eagle Point           |  | WA    |  | Seattle                       |  | 230                   |  | 84.8      | % | $                                      | 521.05
|Eastridge Estates     |  | CA    |  | San Jose                      |  | 187                   |  | 99.5      | % | $                                      | 734.10
|Eldorado Estates      |  | FL    |  | Daytona Beach                 |  | 126                   |  | 94.4      | % | $                                      | 305.05
|Emerald Lake          |  | FL    |  | Fort Myers                    |  | 201                   |  | 99.0      | % | $                                      | 321.11
|Evergreen             |  | CT    |  | New Haven                     |  | 102                   |  | 97.1      | % | $                                      | 357.26
|Fairways Country Club |  | FL    |  | Orlando                       |  | 1,141                 |  | 99.3      | % | $                                      | 326.16
|Falcon Farms          |  | IL    |  | Moline                        |  | 215                   |  | 90.2      | % | $                                      | 293.42
|Ferrand Estates       |  | MI    |  | Grand Rapids                  |  | 420                   |  | 97.6      | % | $                                      | 383.40
|Forest Creek          |  | IN    |  | South Bend                    |  | 167                   |  | 77.8      | % | $                                      | 338.14
|Fountainvue           |  | IN    |  | Marion                        |  | 120                   |  | 85.8      | % | $                                      | 206.42
|Four Seasons          |  | GA    |  | Atlanta                       |  | 214                   |  | 88.3      | % | $                                      | 335.84
|Foxhall Village       |  | NC    |  | Raleigh                       |  | 315                   |  | 87.6      | % | $                                      | 363.99
|Friendly Village      |  | GA    |  | Atlanta                       |  | 203                   |  | 94.6      | % | $                                      | 400.73
|Friendly Village  CO |  | CO    |  | Greeley                       |  | 226                   |  | 98.2      | % | $                                      | 364.12
|Grand Place           |  | TX    |  | Dallas                        |  | 334                   |  | 93.7      | % | $                                      | 374.27
|Green Acres  CT      |  | CT    |  | New Haven                     |  | 64                    |  | 100.0     | % | $                                      | 351.38
|Green River Village   |  | CA    |  | Los Angeles                   |  | 333                   |  | 99.7      | % | $                                      | 772.68
|Greenbriar Village    |  | PA    |  | Allentown                     |  | 319                   |  | 98.7      | % | $                                      | 393.11
|Greenpark South       |  | AL    |  | Montgomery                    |  | 421                   |  | 90.7      | % | $                                      | 293.18
|Haselton Village      |  | FL    |  | Orlando                       |  | 292                   |  | 97.6      | % | $                                      | 258.11
|Hickory Knoll         |  | IN    |  | Indianapolis                  |  | 325                   |  | 91.4      | % | $                                      | 357.47
|Hidden Valley         |  | FL    |  | Orlando                       |  | 303                   |  | 99.7      | % | $                                      | 361.83
|Highland              |  | CT    |  | New Haven                     |  | 50                    |  | 90.0      | % | $                                      | 364.14
|Hillcrest             |  | MA    |  | Boston                        |  | 83                    |  | 96.4      | % | $                                      | 387.56
|Holiday Estates       |  | MI    |  | Grand Rapids                  |  | 204                   |  | 93.6      | % | $                                      | 352.88
|Hoosier Estates       |  | IN    |  | Indianapolis                  |  | 288                   |  | 97.2      | % | $                                      | 213.68
|Howell                |  | MI    |  | Lansing                       |  | 455                   |  | 89.7      | % | $                                      | 420.01
|Hunter Ridge          |  | GA    |  | Atlanta                       |  | 838                   |  | 82.1      | % | $                                      | 355.50
|Jurupa Hills          |  | CA    |  | Los Angeles                   |  | 322                   |  | 99.7      | % | $                                      | 597.83
|La Quinta Ridge       |  | CA    |  | Palm Springs                  |  | 151                   |  | 91.4      | % | $                                      | 438.31
|Lake in the Hills     |  | MI    |  | Detroit                       |  | 238                   |  | 95.8      | % | $                                      | 431.48
|Lakeland Harbor       |  | FL    |  | Tampa                         |  | 504                   |  | 99.8      | % | $                                      | 282.15
|Lakeland Junction     |  | FL    |  | Tampa                         |  | 191                   |  | 99.5      | % | $                                      | 224.72
|Lakes at Leesburg     |  | FL    |  | Orlando                       |  | 640                   |  | 99.7      | % | $                                      | 294.31
|Lakeside Terrace      |  | FL    |  | Orlando                       |  | 241                   |  | 97.9      | % | $                                      | 233.99
|Lakewood Estates IA   |  | IA    |  | Davenport                     |  | 180                   |  | 89.4      | % | $                                      | 321.64
|Lamplighter GA        |  | GA    |  | Atlanta                       |  | 431                   |  | 87.2      | % | $                                      | 380.78
|Land O Lakes         |  | FL    |  | Orlando                       |  | 173                   |  | 93.6      | % | $                                      | 286.65
|Landmark Village      |  | GA    |  | Atlanta                       |  | 524                   |  | 79.8      | % | $                                      | 338.07
|Leisurewoods Rockland |  | MA    |  | Boston                        |  | 394                   |  | 98.5      | % | $                                      | 364.08
|Leisurewoods Taunton  |  | MA    |  | Boston                        |  | 222                   |  | 100.0     | % | $                                      | 338.81
|Longview  CO         |  | CO    |  | Longmont                      |  | 400                   |  | 99.0      | % | $                                      | 432.75
|Los Ranchos           |  | CA    |  | Los Angeles                   |  | 389                   |  | 75.1      | % | $                                      | 365.99
|Macomb                |  | MI    |  | Detroit                       |  | 1,427                 |  | 86.6      | % | $                                      | 432.26
|Maple Grove Estates   |  | ID    |  | Boise                         |  | 270                   |  | 92.6      | % | $                                      | 357.92
|Maple Valley          |  | IL    |  | Kankakee                      |  | 276                   |  | 98.6      | % | $                                      | 311.94
|Mariwood              |  | IN    |  | Indianapolis                  |  | 296                   |  | 88.5      | % | $                                      | 343.37
|Marnelle              |  | GA    |  | Atlanta                       |  | 205                   |  | 85.9      | % | $                                      | 329.19
|Meadow Park           |  | ND    |  | Fargo                         |  | 117                   |  | 94.0      | % | $                                      | 248.82
|Mountain View         |  | NV    |  | Las Vegas                     |  | 349                   |  | 100.0     | % | $                                      | 550.91
|North Bluff Estates   |  | TX    |  | Austin                        |  | 274                   |  | 95.3      | % | $                                      | 368.33
|Northwood             |  | TX    |  | Dallas                        |  | 451                   |  | 96.0      | % | $                                      | 417.76
|Novi                  |  | MI    |  | Detroit                       |  | 725                   |  | 81.8      | % | $                                      | 465.19
|Oak Ridge             |  | IN    |  | South Bend                    |  | 204                   |  | 82.4      | % | $                                      | 297.46
|Oakhill               |  | MI    |  | Flint                         |  | 504                   |  | 80.8      | % | $                                      | 401.56
|Oakwood Forest        |  | NC    |  | Greensboro                    |  | 482                   |  | 72.2      | % | $                                      | 304.42
|Old Orchard           |  | MI    |  | Flint                         |  | 200                   |  | 99.0      | % | $                                      | 372.57
|Orange Lake           |  | FL    |  | Orlando                       |  | 242                   |  | 92.1      | % | $                                      | 296.98

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|Community                 |  | State |  | Location (Closest Major City) |  | Total Number of Sites |        | Occupancy |  | Weighted Average Monthly Rent per Site |  
|------------------------- |  | ----- |  | ----------------------------- |  | --------------------- | ------ | --------- |  | -------------------------------------- | -
|                          |  |       |  |                               |  |                       |        |           |  |                                        |  
|Palm Beach Colony         |  | FL    |  | West Palm Beach               |  |                       | 285    |           |  | 94.4                                   | %
|Parkwood Communities      |  | FL    |  | Orlando                       |  |                       | 695    |           |  | 95.7                                   | %
|Pine Lakes Ranch          |  | CO    |  | Denver                        |  |                       | 762    |           |  | 96.7                                   | %
|Pinecrest Village         |  | LA    |  | Shreveport                    |  |                       | 446    |           |  | 76.2                                   | %
|Pinewood                  |  | MI    |  | Columbus                      |  |                       | 380    |           |  | 85.3                                   | %
|Pleasant Ridge            |  | MI    |  | Lansing                       |  |                       | 305    |           |  | 57.0                                   | %
|Presidents Park          |  | ND    |  | Grand Forks                   |  |                       | 174    |           |  | 84.5                                   | %
|Redwood Estates           |  | CO    |  | Denver                        |  |                       | 754    |           |  | 97.5                                   | %
|Regency Lakes             |  | VA    |  | Winchester                    |  |                       | 384    |           |  | 98.2                                   | %
|Riverdale(Colonial Coach) |  | GA    |  | Atlanta                       |  |                       | 481    |           |  | 72.3                                   | %
|Rosemount Woods           |  | MN    |  | Minneapolis/St. Paul          |  |                       | 182    |           |  | 97.8                                   | %
|Royal Estates             |  | MI    |  | Kalamazoo                     |  |                       | 183    |           |  | 85.8                                   | %
|Saddlebrook               |  | SC    |  | Charleston                    |  |                       | 425    |           |  | 93.4                                   | %
|Science City              |  | MI    |  | Midland                       |  |                       | 171    |           |  | 87.7                                   | %
|Shadow Hills              |  | FL    |  | Orlando                       |  |                       | 670    |           |  | 72.4                                   | %
|Shadowood                 |  | GA    |  | Atlanta                       |  |                       | 506    |           |  | 82.8                                   | %
|Shady Lane                |  | FL    |  | Clearwater                    |  |                       | 108    |           |  | 90.7                                   | %
|Shady Oaks                |  | FL    |  | Clearwater                    |  |                       | 250    |           |  | 95.6                                   | %
|Shady Village             |  | FL    |  | Clearwater                    |  |                       | 156    |           |  | 96.2                                   | %
|Shenandoah Estates        |  | ID    |  | Boise                         |  |                       | 154    |           |  | 93.5                                   | %
|Shenandoah Village        |  | NJ    |  | Philadelphia                  |  |                       | 359    |           |  | 99.4                                   | %
|Skyway                    |  | IN    |  | Indianapolis                  |  |                       | 156    |           |  | 93.6                                   | %
|Smokecreek                |  | GA    |  | Atlanta                       |  |                       | 264    |           |  | 83.3                                   | %
|Southwind Village         |  | FL    |  | Naples                        |  |                       | 337    |           |  | 95.8                                   | %
|Springbrook               |  | MI    |  | Utica                         |  |                       | 398    |           |  | 94.2                                   | %
|Starlight Ranch           |  | FL    |  | Orlando                       |  |                       | 783    |           |  | 95.0                                   | %
|Stone Mountain            |  | GA    |  | Atlanta                       |  |                       | 354    |           |  | 83.1                                   | %
|Stonegate Austin          |  | TX    |  | Austin                        |  |                       | 359    |           |  | 93.0                                   | %
|Stonegate Pines           |  | TX    |  | Dallas                        |  |                       | 160    |           |  | 92.5                                   | %
|Stonegate, LA             |  | LA    |  | Shreveport                    |  |                       | 157    |           |  | 93.0                                   | %
|Suburban Woods            |  | GA    |  | Atlanta                       |  |                       | 216    |           |  | 71.3                                   | %
|Sunny South Estates       |  | FL    |  | West Palm Beach               |  |                       | 319    |           |  | 97.5                                   | %
|Swan Creek                |  | MI    |  | Ann Arbor                     |  |                       | 294    |           |  | 98.6                                   | %
|Tara Woods                |  | FL    |  | Tampa                         |  |                       | 531    |           |  | 99.2                                   | %
|Tarpon Glen               |  | FL    |  | Clearwater                    |  |                       | 170    |           |  | 87.1                                   | %
|Terrace Heights           |  | IA    |  | Dubuque                       |  |                       | 317    |           |  | 91.2                                   | %
|The Colony                |  | CA    |  | Palm Springs                  |  |                       | 220    |           |  | 97.3                                   | %
|The Glen                  |  | MA    |  | Boston                        |  |                       | 36     |           |  | 100.0                                  | %
|The Orchard               |  | CA    |  | San Francisco                 |  |                       | 233    |           |  | 99.6                                   | %
|Tierra West               |  | NM    |  | Albuquerque                   |  |                       | 653    |           |  | 50.8                                   | %
|Twenty-Nine Pines         |  | MN    |  | St. Paul                      |  |                       | 152    |           |  | 90.1                                   | %
|Twin Pines                |  | IN    |  | Goshen                        |  |                       | 238    |           |  | 90.3                                   | %
|University Village        |  | FL    |  | Orlando                       |  |                       | 480    |           |  | 80.2                                   | %
|Valley Vista              |  | MI    |  | Grand Rapids                  |  |                       | 137    |           |  | 89.1                                   | %
|Villa                     |  | MI    |  | Flint                         |  |                       | 319    |           |  | 76.5                                   | %
|Village Green             |  | FL    |  | Vero Beach                    |  |                       | 780    |           |  | 99.9                                   | %
|Westpark                  |  | AZ    |  | Phoenix                       |  |                       | 183    |           |  | 90.7                                   | %
|Whispering Pines          |  | FL    |  | Clearwater                    |  |                       | 392    |           |  | 93.6                                   | %
|Woodlake                  |  | NC    |  | Greensboro                    |  |                       | 308    |           |  | 73.4                                   | %
|Woodlands of Kennesaw     |  | GA    |  | Atlanta                       |  |                       | 273    |           |  | 80.6                                   | %
|Yorktowne                 |  | OH    |  | Cincinnati                    |  |                       | 354    |           |  | 87.3                                   | %
|                          |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal stable portfolio |  |       |  | 144                           |  |                       | 51,680 |           |  | 89.3                                   | %
|                          |  |       |  |                               |  |                       |        |           |  |                                        |  
|Expansion                 |  |       |  |                               |  |                       |        |           |  |                                        |  
|Algoma Estates            |  | MI    |  | Grand Rapids                  |  |                       | 343    |           |  | 83.7                                   | %
|Broadmore                 |  | IN    |  | South Bend                    |  |                       | 370    |           |  | 67.8                                   | %
|Butler Creek              |  | GA    |  | Augusta                       |  |                       | 376    |           |  | 57.7                                   | %
|Canterbury Estates        |  | MI    |  | Grand Rapids                  |  |                       | 290    |           |  | 61.4                                   | %
|Carnes Crossing           |  | SC    |  | Summerville                   |  |                       | 604    |           |  | 80.3                                   | %
|Conway Plantation         |  | SC    |  | Myrtle Beach                  |  |                       | 299    |           |  | 67.6                                   | %
|Cranberry Lake            |  | MI    |  | Pontiac                       |  |                       | 328    |           |  | 82.0                                   | %

20



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##### Table of Contents

|Community                      |  | State |  | Location (Closest Major City) |  | Total Number of Sites |        | Occupancy |  | Weighted Average Monthly Rent per Site |  
|------------------------------ |  | ----- |  | ----------------------------- |  | --------------------- | ------ | --------- |  | -------------------------------------- | -
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Crystal Lakes - Zephyrhills    |  | FL    |  | Tampa                         |  |                       | 330    |           |  | 64.2                                   | %
|Del Tura                       |  | FL    |  | Fort Myers                    |  |                       | 1,344  |           |  | 88.6                                   | %
|Eagle Creek                    |  | TX    |  | Tyler                         |  |                       | 194    |           |  | 81.4                                   | %
|Forest Lake Estates            |  | MI    |  | Grand Rapids                  |  |                       | 221    |           |  | 67.4                                   | %
|Foxwood Farms                  |  | FL    |  | Orlando                       |  |                       | 375    |           |  | 80.8                                   | %
|Grand Blanc                    |  | MI    |  | Flint                         |  |                       | 478    |           |  | 76.2                                   | %
|Hunters Chase                 |  | OH    |  | Lima                          |  |                       | 135    |           |  | 68.1                                   | %
|Huron Estates                  |  | MI    |  | Flint                         |  |                       | 111    |           |  | 83.8                                   | %
|Indian Rocks                   |  | FL    |  | Clearwater                    |  |                       | 148    |           |  | 71.6                                   | %
|Lakewood - AL                  |  | AL    |  | Montgomery                    |  |                       | 396    |           |  | 43.4                                   | %
|Leonard Gardens                |  | MI    |  | Grand Rapids                  |  |                       | 319    |           |  | 73.0                                   | %
|Midway Estates                 |  | FL    |  | Vero Beach                    |  |                       | 204    |           |  | 60.8                                   | %
|Misty Winds                    |  | TX    |  | Corpus Christi                |  |                       | 354    |           |  | 84.5                                   | %
|Norton Shores                  |  | MI    |  | Grand Rapids                  |  |                       | 656    |           |  | 76.1                                   | %
|Palm Valley                    |  | FL    |  | Orlando                       |  |                       | 790    |           |  | 82.3                                   | %
|Pedalers Pond                 |  | FL    |  | Orlando                       |  |                       | 214    |           |  | 81.8                                   | %
|Pinelake Gardens               |  | FL    |  | Vero Beach                    |  |                       | 532    |           |  | 87.4                                   | %
|Sherwood                       |  | IN    |  | Marion                        |  |                       | 134    |           |  | 47.8                                   | %
|South Oaks                     |  | GA    |  | Atlanta                       |  |                       | 294    |           |  | 46.3                                   | %
|Springfield Farms              |  | MO    |  | Springfield                   |  |                       | 290    |           |  | 55.5                                   | %
|The Highlands                  |  | MI    |  | Flint                         |  |                       | 682    |           |  | 86.2                                   | %
|Timber Heights                 |  | MI    |  | Flint                         |  |                       | 221    |           |  | 82.8                                   | %
|Torrey Hills                   |  | MI    |  | Flint                         |  |                       | 377    |           |  | 85.4                                   | %
|Westbrook                      |  | MI    |  | Detroit                       |  |                       | 388    |           |  | 90.2                                   | %
|Winter Haven Oaks              |  | FL    |  | Orlando                       |  |                       | 343    |           |  | 53.9                                   | %
|Yankee Springs                 |  | MI    |  | Grand Rapids                  |  |                       | 284    |           |  | 76.4                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal expansion portfolio   |  |       |  | 33                            |  |                       | 12,424 |           |  | 75.5                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Development                    |  |       |  |                               |  |                       |        |           |  |                                        |  
|Antelope Ridge                 |  | CO    |  | Colorado Springs              |  |                       | 246    |           |  | 39.0                                   | %
|Deerfield Manor                |  | MI    |  | Grand Rapids                  |  |                       | 96     |           |  | 42.7                                   | %
|Glenmoor                       |  | MI    |  | Battle Creek                  |  |                       | 41     |           |  | 36.6                                   | %
|Harston Woods                  |  | TX    |  | Fort Worth                    |  |                       | 145    |           |  | 19.3                                   | %
|Holly Hills                    |  | MI    |  | Holly                         |  |                       | 174    |           |  | 50.6                                   | %
|Maple Run                      |  | MI    |  | Clio                          |  |                       | 146    |           |  | 59.6                                   | %
|Oakley Point                   |  | SC    |  | North Charleston              |  |                       | 91     |           |  | 8.8                                    | %
|Onion Creek                    |  | TX    |  | Austin                        |  |                       | 350    |           |  | 45.1                                   | %
|Pine Lakes                     |  | MI    |  | Lapeer                        |  |                       | 136    |           |  | 62.5                                   | %
|Prairie Greens                 |  | CO    |  | Denver                        |  |                       | 139    |           |  | 20.9                                   | %
|Wolf Creek                     |  | IA    |  | Des Moines                    |  |                       | 80     |           |  | 6.3                                    | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal development portfolio |  |       |  | 11                            |  |                       | 1,644  |           |  | 38.9                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal                       |  |       |  | 188                           |  |                       | 65,748 |           |  | 85.4                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Disposition                    |  |       |  |                               |  |                       |        |           |  |                                        |  
|Arbor Village                  |  | MI    |  | Jackson                       |  |                       | 266    |           |  | 89.8                                   | %
|Breazeale                      |  | WY    |  | Laramie                       |  |                       | 117    |           |  | 97.4                                   | %
|Chateau Jonesboro              |  | GA    |  | Atlanta                       |  |                       | 75     |           |  | 98.7                                   | %
|Crystal Lake - Pinellas        |  | FL    |  | St. Petersburg                |  |                       | 166    |           |  | 86.7                                   | %
|Golden Valley                  |  | GA    |  | Atlanta                       |  |                       | 131    |           |  | 69.5                                   | %
|Knoll Terrace                  |  | OR    |  | Salem                         |  |                       | 212    |           |  | 85.4                                   | %
|Mosbys Point                  |  | KY    |  | Cincinnati                    |  |                       | 150    |           |  | 90.0                                   | %
|Orion                          |  | MI    |  | Detroit                       |  |                       | 423    |           |  | 90.1                                   | %
|Pinellas Cascades              |  | FL    |  | Clearwater                    |  |                       | 238    |           |  | 89.9                                   | %
|Pooles Manor                   |  | GA    |  | Atlanta                       |  |                       | 194    |           |  | 68.0                                   | %
|Riverview                      |  | OR    |  | Portland                      |  |                       | 133    |           |  | 90.2                                   | %
|Vance                          |  | OH    |  | Columbus                      |  |                       | 113    |           |  | 78.8                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  
|Subtotal disposition portfolio |  |       |  | 12                            |  |                       | 2,218  |           |  | 86.3                                   | %
|                               |  |       |  |                               |  |                       |        |           |  |                                        |  

21



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##### Table of Contents

|Community       |  | State |  | Location (Closest Major City) |  | Total Number of Sites |        | Occupancy |  | Weighted Average Monthly Rent per Site |  
|--------------- |  | ----- |  | ----------------------------- |  | --------------------- | ------ | --------- |  | -------------------------------------- | -
|                |  |       |  |                               |  |                       |        |           |  |                                        |  
|Total portfolio |  |       |  | 200                           |  |                       | 67,966 |           |  | 85.4                                   | %
|                |  |       |  |                               |  |                       |        |           |  |                                        |  



|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------
|        |                                 
|        | (a)                             
|        |                                 
|        |                                 
|        | (b)                             
|        |                                 

22



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##### Table of Contents

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 13th day of May, 2003.

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

23



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##### Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Rees F. Davis, Jr., certify that:

|1) | I have reviewed this quarterly report on Form 10-Q of CP Limited Partnership;                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|4) | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                              
|   | a.                                                                                                                                                                                                                                                                                                                                                                                     
|   | b.                                                                                                                                                                                                                                                                                                                                                                                     
|   | c.                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|5) | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):                                                                                                                                         
|   | a.                                                                                                                                                                                                                                                                                                                                                                                     
|   | b.                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|6) | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.



|Date: May 13, 2003 |       
|------------------ | ------
|                   |       
|                   | By:   
|                   |       
|                   | Name: 
|                   | Title:

24



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##### Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Tamara D. Fischer, certify that:

|1) | I have reviewed this quarterly report on Form 10-Q of CP Limited Partnership;                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|4) | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                              
|   | a.                                                                                                                                                                                                                                                                                                                                                                                     
|   | b.                                                                                                                                                                                                                                                                                                                                                                                     
|   | c.                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|5) | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):                                                                                                                                         
|   | a.                                                                                                                                                                                                                                                                                                                                                                                     
|   | b.                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                        
|6) | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.



|Date: May 13, 2003 |       
|------------------ | ------
|                   |       
|                   | By:   
|                   |       
|                   | Name: 
|                   | Title:

25