<PAGE>

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

                                   _________

                                 FORM 10-Q /A



[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

               For the quarterly period ended September 30, 2001

                                      or

[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

                        Commission file number 33-85492

--------------------------------------------------------------------------------

                            CP LIMITED PARTNERSHIP
            (exact name of registrant as specified in its charter)

             MARYLAND                               38-3140664
      (State of incorporation)         (I.R.S. Employer Identification No.)

          6160 South Syracuse Way, Greenwood Village, Colorado 80111
                   (Address of principal executive offices)

                                (303) 741-3707
              Registrant's telephone number, including area code


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
<PAGE>

                            CP LIMITED PARTNERSHIP
                                  FORM 10-Q/A
                                     INDEX

<TABLE>
<CAPTION>
                                                                                                            Pages
                                                                                                         -----------
<S>          <C>                                                                                         <C>
PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements (unaudited)

             Condensed Consolidated Statements of Income for the Three and Nine Months Ended
                      September 30, 2001 and 2000                                                               1

             Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2002               2

             Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September
                      30, 2001 and 2000                                                                         3

             Notes to Condensed Consolidated Financial Statements                                            4 -8

Item 2.      Management's Discussion and Analysis of Financial Condition and Results of
             Operations                                                                                    9 - 13

Item 3.      Quantitative and Qualitative Disclosures about Market Risk                                        14


PART II.     OTHER INFORMATION                                                                                 14


SIGNATURE                                                                                                      21
</TABLE>
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                            CP LIMITED PARTNERSHIP

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                     (In thousands, except per unit data)

<TABLE>
<CAPTION>
                                                                     Three Months Ended                    Nine Months Ended
                                                                        September 30,                        September 30,
                                                                  -------------------------          ----------------------------
                                                                    2001             2000               2001               2000
                                                                  --------         --------           --------          ---------
<S>                                                               <C>              <C>                <C>               <C>
Revenues:
    Rental income                                                 $ 60,884         $ 47,495           $158,851          $ 139,890
    Interest income                                                  2,789            2,827              7,469              7,295
    Management fee and other income                                    897              948              3,435              3,708
                                                                  --------         --------           --------          ---------
                                                                    64,570           51,270            169,755            150,893

Expenses:
    Property operating and maintenance                              19,387           13,503             47,720             39,177
    Real estate taxes                                                4,224            3,327             11,136              9,994
    Depreciation and amortization                                   12,865           11,050             36,265             32,457
    Administrative                                                   2,398            2,205              7,231              6,918
    Interest and related amortization                               13,470            9,426             31,680             26,674
                                                                  --------         --------           --------          ---------
                                                                    52,344           39,511            134,032            115,220
                                                                  --------         --------           --------          ---------

Net income                                                          12,226           11,759             35,723             35,673

Less distribution to Preferred OP Unitholders                        1,523            1,523              4,570              4,570
                                                                  --------         --------           --------          ---------

    Net income attributable to common OP Unitholders              $ 10,703         $ 10,236           $ 31,153          $  31,103
                                                                  ========         ========           ========          =========



Net income attributable to common OP Unitholders:

    General partner                                               $  9,060         $  9,076           $ 27,192          $  27,560

    Limited partner                                                  1,643            1,160              3,961              3,543

                                                                  --------         --------           --------          ---------
                                                                  $ 10,703         $ 10,236           $ 31,153          $  31,103
                                                                  ========         ========           ========          =========

Per common OP Unit information:

    Basic earnings per OP Unit                                    $   0.32         $   0.32           $   0.95          $    0.97
                                                                  ========         ========           ========          =========

    Diluted earnings per OP Unit                                  $   0.31         $   0.32           $   0.94          $    0.97
                                                                  ========         ========           ========          =========
</TABLE>

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

                                       1
<PAGE>

                             CP LIMITED PARTNERSHIP

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                September 30,          December 31,
                                 ASSETS                                             2001                   2000
                                                                             -------------------     ----------------
                                                                                 (Unaudited)
<S>                                                                          <C>                     <C>
Rental property:
   Land                                                                      $           206,655     $        139,417
   Land and improvements for expansion sites                                             109,140               26,145
   Depreciable property                                                                1,382,330              925,889
                                                                             -------------------     ----------------
                                                                                       1,698,125            1,091,451
     Less:  accumulated depreciation                                                     272,163              235,653
                                                                             -------------------     ----------------

     Net rental property                                                               1,425,962              855,798

Cash and cash equivalents                                                                    312                   99
Rents and others receivables, net                                                         10,270                7,107
Notes receivable                                                                          63,442               24,539
Investments in and advances to affiliates                                                 92,668              119,727
Prepaid expenses and other assets                                                         13,139               10,594
                                                                             -------------------     ----------------

           Total assets                                                      $         1,605,793     $      1,017,864
                                                                             ===================     ================

                              LIABILITIES

Debt                                                                         $         1,026,428     $        535,470
Accrued interest payable                                                                   8,446                6,953
Accounts payable and accrued expenses                                                     36,661               14,085
Rents received in advance and security deposits                                           13,875                7,816
Dividends and distributions payable                                                       19,270                  765
                                                                             -------------------     ----------------

           Total liabilities                                                           1,104,680              565,089


                            PARTNERS' EQUITY

Partners' Capital, Unlimited Authorized Units:
   34,724,802 and 32,124,469, Common OP Units outstanding                                      -                    -
   at September 30, 2001 and December 31, 2000, respectively
   1,500,000 Preferred OP Units outstanding at September 30, 2001
   and December 31, 2000, respectively

General Partner                                                                          352,016              335,912
Limited Partners                                                                          76,140               43,906
Preferred OP Units, Series A                                                              72,957               72,957
                                                                             -------------------     ----------------
     Total partners' equity                                                              501,113              452,775
                                                                             -------------------     ----------------

       Total liabilities and partners' equity                                $         1,605,793     $      1,017,864
                                                                             ===================     ================
</TABLE>


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

                                       2
<PAGE>

                             CP LIMITED PARTNERSHIP

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                            Nine Months Ended
                                                                                               September 30,
                                                                                   -------------------------------------
                                                                                          2001                 2000
                                                                                   ------------------    ---------------
<S>                                                                             <C>                     <C>
Cash flows from operating activities:

  Net income                                                                        $        31,153       $     31,103

  Adjustments to reconcile net income to net cash provided by
  operating activities:

  Depreciation and amortization                                                              36,265             32,457

  Amortization of debt issuance costs                                                           703                431

  Increase in operating assets                                                               (1,862)            (4,927)

  Increase in operating liabilities                                                           7,503              5,099
                                                                                   ------------------    ---------------

      Net cash provided by operating activities                                              73,762             64,163

Cash flows from investing activities:

  Acquisition of CWS                                                                       (299,495)                 -

  Acquisitions of rental properties and land to be developed                                (20,766)            (1,972)

  Additions to rental property and equipment                                                (28,615)           (20,914)

  Disposition of rental property                                                             17,102                  -

  Investment in and advances to affiliates                                                   (7,603)           (19,102)

  Advances on notes receivable, net                                                          (9,500)            (7,949)
                                                                                   ------------------    ---------------

      Net cash used in investing activities                                                (348,877)           (49,937)

Cash flows from financing activities:

  Borrowings on short-term debt                                                             432,551            190,227

  Payments on lines of credit                                                              (101,050)          (246,179)

  Payoff of debt                                                                                  -           (190,824)

  Payoff of debt assumed in connection with CWS Acquisition                                 (20,991)                 -

  Principal payments on debt                                                                 (1,456)              (904)

  Distributions to OP Unitholders                                                           (35,223)           (48,506)

  OP Units repurchased and retired                                                                -            (11,323)

  Proceeds from the issuance of debt                                                              -            295,295

  Payment of debt issuance costs                                                             (1,377)              (617)

  Exercise of Chateau's stock options and other                                               2,874                821
                                                                                   ------------------    ---------------

      Net cash provided by (used in) financing activities                                   275,328            (12,010)
                                                                                   ------------------    ---------------

Increase in cash and cash equivalents                                                           213              2,216

Cash and cash equivalents, beginning of period                                                   99                348
                                                                                   ------------------    ---------------
Cash and cash equivalents, end of period                                            $         $ 312       $      2,564
                                                                                   ==================    ===============
Supplemental cash flow information:

Fair Market Value of OP Units issued in connection with acquisitions/development    $        71,934       $        656
                                                                                   ==================    ===============
Debt & Liabilities assumed in connection with acquisitions                          $       171,748       $          -
                                                                                   ==================    ===============
Notes Payable issued in connection with acquisition                                 $         9,942       $          -
                                                                                   ==================    ===============
Notes Receivable issued in connection with OP unit issuance                         $         3,028       $          -
                                                                                   ==================    ===============
Accrual of costs associated with acquisition                                        $         4,888       $          -
                                                                                   ==================    ===============
</TABLE>

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

                                       3
<PAGE>

                            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 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 September 30, 2001, our portfolio consisted of 222
     properties, containing an aggregate of 70,858 homesites and 1,790 park
     model/RV sites, located in 33 states. We also fee manage 40 properties,
     containing an aggregate of 8,734 homesites.

     We have prepared the accompanying interim financial statements in
     accordance with generally accepted accounting principles and in conformity
     with the rules and regulations of the Securities and Exchange Commission.
     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, 2001. 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,
     2000.

     Basis of Presentation -
     The accompanying condensed consolidated financial statements of the company
     include all accounts of CP Limited and our subsidiaries. Chateau and ROC
     Communities, Inc, are general partners. As of September 30, 2001, Chateau
     owned on a combined basis, an 83 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 September
     30, 2001 is identical to our accompanying balance sheet, except as follows:

<TABLE>
<CAPTION>

(In thousands)                                                                                Chateau
                                                  As Presented Herein                    Communities, Inc.
                                                  September 30, 2001     Adjustments    September 30, 2001
                                                  -------------------  ---------------  ------------------
Minority interest in CP Limited Partnership         $           -       $     149,097    $          149,097
                                                  =================    ===============   ==================
<S>                                               <C>                <C>                <C>
Equity:
  General partner                                   $     352,016       $    (352,016)   $                -
  Limited partner                                         149,097       $    (149,097)                    -
  Common stock                                                                    288                   288
  Additional paid-in capital                                                  489,505               489,505
  Dividends in excess of accumulated earnings                                (117,320)             (117,320)
  Accumulated other comprehensive income                                       (6,696)               (6,696)
  Notes receivable from officers                                              (13,761)              (13,761)

                                                   ----------------    ---------------   ------------------
Partners'/Shareholders' equity                      $     501,113       $    (149,097)   $          352,016
                                                   ================    ===============   ==================
</TABLE>

     All significant inter-entity balances and transactions have been
     eliminated. As of January 1, 2001, we began consolidating all our joint
     ventures, which we control.

     Reclassifications -
     Certain prior year amounts have been reclassified to conform to current
     period presentation.

                                       4
<PAGE>

                            CP LIMITED PARTNERSHIP

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  (Unaudited)

--------------------------------------------------------------------------------

2.   Acquisition of CWS:
     ------------------
     On August 3, 2001 we purchased CWS Communities Trust ("CWS"), a private
     real estate investment trust for $552 million, consisting of $323 million
     in cash (including the payoff of $20 million in debt), $151 million in
     assumed liabilities, 2,040,878 OP Units (valued at $30.935 per OP Unit) and
     $9.9 million in 7.5% Senior Unsecured Notes due 2012 (the "7.5% Notes").
     The portfolio consists of 46 manufactured home communities with
     approximately 16,600 homesites and 1,518 expansion sites and three RV
     communities with 431 RV sites in 11 states. We financed the cash portion of
     this transaction primarily through borrowings of a $323 million bridge
     facility (the "Acquisition Facility"), which carries an interest rate of
     LIBOR plus 120 basis points, and matures August 2, 2002.

     In connection with the CWS Acquisition, the following related transactions
     occurred:

          .    Certain limited partners in the CWS operating partnership ("CWS
               OP") also agreed that the terms of the loans extended to them by
               CWS OP in the aggregate amount of $26 million would be amended
               and restated effective as of the closing date of the CWS
               Acquisition. Prior to the CWS Acquisition, these loans were
               secured with the pledge of shares of stock of CWS and units of
               limited partner interest in CWS OP, 50% of which could be
               purchased by CWS at its option upon the occurrence of certain
               events, including certain prepayments and upon maturity. As of
               August 2, 2001, these loans were amended and restated to, among
               other things, replace the collateral with a proportionate amount
               of OP Units, provide for an initial purchase price for such OP
               Units subject to our repurchase option at $27.17 per OP Units,
               eliminate our right to exercise this repurchase option in the
               event of a prepayment of these loans in full prior to January 1,
               2003 and lower the exercise price of this repurchase option in
               the event that certain distributions are made to the borrowers.
               The maturity dates of these loans vary between June 14, 2009 and
               September 26, 2010. These loans bear initial interest rates of
               6.25% or 6.5%, increasing at increments of 25 basis points on
               each anniversary of each loan, but not to exceed 7.5%, and are
               included in Notes Receivable in the accompanying consolidated
               balance sheet as of September 30, 2001.

          .    We agreed to issue to the holders of the 7.5% Notes, an aggregate
               of 309,371 OP Units, for an aggregate purchase price of
               approximately $9.6 million paid to us through the issuance of
               7.5% promissory notes due 2010 secured by the OP Units held by
               the obligor. As of September 30, 2001, we have issued $3,028,000
               of such notes/OP Units and the notes are included in Notes
               Receivable in the accompanying consolidated balance sheet as of
               September 30, 2001.

     The following unaudited pro forma income statement information has been
     prepared as if the CWS Acquisition and related transactions had occurred on
     January 1, 2000. In addition, the pro forma information is presented as if
     the acquisition of eight properties made in 2000 by CWS and the disposition
     of one property by us in September 2001 had occurred on January 1, 2000.
     The pro forma income statement information is not necessarily indicative of
     the results that actually would have occurred if the CWS Acquisition had
     been consummated on January 1, 2000.

                                       5
<PAGE>

                             CP LIMITED PARTNERSHIP

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  (Unaudited)

--------------------------------------------------------------------------------

(in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                             Nine Months Ended September 30,
                                                                        --------------------------------------
                                                                              2001                   2000
                                                                        ----------------       ---------------
<S>                                                                     <C>                    <C>
Revenues                                                                $     204,068          $     197,055

Total expenses                                                                173,040                171,266
                                                                        -------------          -------------
Net income                                                              $      31,028          $      25,789
                                                                        =============          =============
Earning per share - basic                                               $        0.90          $        0.75
                                                                        =============          =============
Earnings per share - diluted                                            $        0.89          $        0.75
                                                                        =============          =============
Weighted average common shares and OP Units outstanding - basic                34,534                 34,273
                                                                        =============          =============
Weighted average common shares and OP Units outstanding - diluted              34,735                 34,356
                                                                        =============          =============
</TABLE>



3.   Rental Property:
     ----------------
     We purchased two communities in April and May of 2001. One community was
     purchased for $5.4 million, is located in Indiana, and has 288 sites. The
     other community was purchased for $23.9 million, is located in Georgia, and
     has 911 sites and land for future development.

     In the third quarter, we began implementing a disposition plan and started
     identifying a number of mature properties that no longer meet company
     portfolio objectives.

     In September 2001, we sold one manufactured home community, containing 520
     homesites, which was acquired as part of the CWS Acquisition and was under
     contract at the time of acquisition, for net proceeds of approximately
     $17.1 million.

4.   Partners' Capital
     -----------------
     In connection with the CWS Acquisition, we issued 2,040,878 OP Units on
     August 2, 2001 (see Note 2). In August 2001, we entered into a hedge
     transaction in relation to the $150 million in notes issued in a private
     placement on October 30, 2001. As of September 30, 2001, we recorded a loss
     in other comprehensive income of $7.1 million (see Note 7).

     On September 13, 2001, we declared a cash distribution of $.545 per OP Unit
     to OP Unitholders of record as of September 28, 2001. The distribution was
     paid October 15, 2001 and is included in distributions payable in the
     accompanying condensed consolidated balance sheet as of September 30, 2001.

     On May 17, 2001, we declared a cash distribution of $.545 per OP Unit to OP
     Unitholders of record as of June 29, 2001.

     On February 22, 2001, we declared a cash distribution of $.545 per OP Unit
     to OP Unitholders of record as of March 30, 2001.

                                       6
<PAGE>

                            CP LIMITED PARTNERSHIP

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  (Unaudited)

--------------------------------------------------------------------------------

Basic and diluted earning per share ("EPS") are summarized in the following
table:

<TABLE>
<CAPTION>
                                                                    For the Three Months           For the Nine Months
                                                                     Ended September 30,           Ended September 30,
                                                                ---------------------------     -------------------------
(In thousands, except per OP Unit data)                             2001            2000           2001            2000
                                                                -----------     -----------     ---------      ----------
<S>                                                             <C>             <C>             <C>            <C>
Basic Earnings Per OP Unit:
  Net income attributable to common OP Unitholders                 $ 10,703        $ 10,236       $ 31,153       $ 31,103
                                                                   ========        ========       ========       ========

  Weighted average  OP Units - Basic                                 33,958          32,106         32,857         32,134
                                                                   ========        ========       ========       ========
  Per OP Unit                                                      $   0.32        $   0.32       $   0.95       $   0.97
                                                                   ========        ========       ========       ========
Diluted Earnings Per OP Unit:
  Net income attributable to common OP Unitholders                 $ 10,703        $ 10,236       $ 31,153       $ 31,103
                                                                   ========        ========       ========       ========

  Weighted average common OP Units outstanding                       33,958          32,106         32,857         32,134
  Chateau employee stock options                                        160             117            201             83
                                                                   --------        --------       --------       --------
  Weighted average OP Units - Diluted                                34,118          32,223         33,058         32,217
                                                                   ========        ========       ========       ========
  Per OP Unit                                                      $   0.31        $   0.32       $   0.94       $   0.97
                                                                   ========        ========       ========       ========
</TABLE>

5.   Financing:
     ---------

     The following table sets forth certain information regarding our debt at
September 30, 2001.

<TABLE>
<CAPTION>
                                          Weighted Average                                Principal
         (In thousands)                    Interest Rate          Maturity Date            Balance
                                       ---------------------  -----------------------  -----------------
         <S>                           <C>                    <C>                      <C>
         Fixed rate mortgage debt             7.63%                2002 - 2011         $        286,583
         Unsecured Senior Notes               7.50%                2003 - 2005                  320,000
         Unsecured Installment Notes          7.50%                    2012                       9,942
         Acquisition Facility                 4.14%                    2002                     323,000
         Unsecured lines of credit            4.28%                    2004                      83,231
         Other notes payable                                                                      3,672
                                                                                       ----------------
                                                                                       $      1,026,428
                                                                                       ================
</TABLE>

6.   Related Party Transactions:
     --------------------------
     Included in management fee and other income is $617,000 and $570,000, and
     $2,649,000 and $2,446,000 of management and transaction fee income received
     from N'Tandem Trust for the three months ended September 30, 2001 and 2000,
     and the nine months ended September 30, 2001 and 2000, respectively.

7.   New Accounting Standards:
     ------------------------
     We adopted SFAS No. 133, "Accounting for Derivative Instruments and for
     Hedging Activities," as amended by SFAS No. 138, on January 1, 2001. SFAS
     No. 133 provides comprehensive guidelines for the recognition and
     measurement of derivatives and hedging activities and, specifically,
     requires all derivatives to be recorded on the balance sheet at fair value
     as an asset or liability, with an offset to accumulated other comprehensive
     income or

                                       7
<PAGE>

                             CP LIMITED PARTNERSHIP

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (Unaudited)

--------------------------------------------------------------------------------

     income. Upon adoption of SFAS No. 138, we recorded a transition
     adjustment of $658,000 as a cumulative effect on accumulated other
     comprehensive income which is included in the general partner caption in
     the partners' capital section of the Condensed Consolidated Balance Sheet.
     The cumulative effect adjustment relates to net deferred gains on prior
     hedges of anticipated refinancings of debt which have been completed. The
     amount in the accumulated other comprehensive income account will be
     amortized over the remaining life of the related debt instruments.

     In August 2001, we entered into a forward interest rate swap agreement to
     hedge the anticipated issuance of $150 million of senior notes, which are
     anticipated to be issued pursuant to a bond offering in October 2001. The
     purpose of the swap is to hedge future interest rate payments on the fixed
     rate bonds to be issued. We accounted for this swap as a cash flow hedge,
     in accordance with SFAS No. 133. We are subject to interest rate risk
     resulting from movements in the interest rate curve between August 16, 2001
     (the date of the swap) and the day the bonds are priced as part of the
     offering. At September 30, 2001, we believe that it is highly probable that
     the bond issuance will occur as anticipated and that based on information
     available, the swap will be an effective hedge. In accordance with SFAS No.
     133, we recorded a loss on the swap of approximately $7.1 million at
     September 30, 2001 in other comprehensive income which is included in the
     general partner caption in the partner's capital section of the Condensed
     Consolidated Balance Sheet. Under SFAS No. 133, we will begin amortizing
     the amounts in other comprehensive income related to this hedge once the
     debt is issued. Based on the loss recorded at September 30, 2001, we
     anticipate that we will reclassify approximately $1 million of losses from
     other comprehensive income to interest expense on an annual basis.

     In assessing the fair value of our financial instruments, both derivative
     and non-derivative, we use a variety of methods and assumptions that are
     based on market conditions and risks existing at each balance sheet date.
     Primarily, we use quoted market prices or quotes from brokers or dealers
     for the same or similar instruments. These values represent a general
     approximation of possible value and may never actually be realized.

     In June 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS
     No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires all
     business combinations to be accounted for by the purchase method and
     defines criteria under which intangible assets acquired in connection with
     a business combination be recognized as assets apart from goodwill. SFAS
     No. 141 is effective for all fiscal business combinations initiated after
     June 30, 2001. SFAS No. 142 changes the useful life of goodwill recorded on
     a company's books from 40 years to indefinite and requires goodwill to be
     reviewed annually for impairment. SFAS No. 142 is effective for all fiscal
     years beginning after December 15, 2001. Adoption of SFAS No. 141 and No.
     142 did not have and is not expected to have a significant impact on our
     financial position or results of operations.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     on Disposal of Long-Lived Assets. SFAS No. 144 addresses financial
     accounting and reporting for the impairment or disposal of long-lived
     assets and provides guidance for measuring the amount of impairment. SFAS
     No. 144 is effective for fiscal years beginning after December 15, 2001.
     Adoption of SFAS No. 144 is not expected to have a significant impact on
     our financial position or results of operations.

8.   Subsequent Events:
     -----------------
     On October 23, 2001, we issued $150 million of 7.125% Senior Unsecured
     Notes, due 2011 in a private placement. Net proceeds of $148.3 million were
     used to repay a portion of the outstanding indebtedness under the
     Acquisition Facility.

     In October 2001, we extended $50 million of our $70 million 7.54% senior
     unsecured notes scheduled to mature in November 2003 to October 2021 at
     8.3%.

     On October 25, 2001, we purchased the remaining interests in one of our
     joint ventures for approximately $12 million, consisting of $1.6 million in
     OP Units, cash of $5.5 million and the remainder in forgiveness of a note
     receivable to us. This community has 400 homesites.

                                       8
<PAGE>

Item 2.  Management's 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. Certain information and
statements in this discussion constitute "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements may involve our plans, objectives and expectations,
which are dependent upon a number of factors, including site expansions,
acquisitions, development and other new business initiatives which are all
subject to a number of contingency factors such as the effects of national and
local economic conditions, changes in interest rates, supply and demand for
affordable housing and the condition of the capital markets that may prevent us
from achieving our objectives. As used in this Form 10-Q/A, "we", "our", "ours"
and "us" refer to CP Limited Partnership and our subsidiaries.

Overview

In August 2001, we purchased CWS Communities Trust, a private real estate
investment trust for $552 million. The portfolio consists of 46 manufactured
home communities with approximately 16,600 homesites and 1,518 expansion sites
and three RV communities with 431 RV sites in 11 states. This transaction
extended our leading position in the manufactured housing community sector,
making us substantially larger than our next largest REIT competitor.

As of September 30, 2001, our portfolio comprised 222 manufactured home
communities containing 70,858 manufactured homesites and 1,790 park model/RV
sites, located in 33 states. We also fee manage 40 properties, containing an
aggregare of 8,734 homesites. As of January 1, 2001, we began consolidating all
our joint ventures, which we control.

Results of Operations

The following table summarizes certain information relative to our properties as
of and for the three and nine months ended September 30, 2001 and 2000. We
consider all communities owned by us at the beginning of the period as our

<TABLE>
<CAPTION>
                                                               Core Portfolio                      Total
                                                         -------------------------        -------------------------
                                                           2001             2000            2001             2000
                                                        ---------        ---------        --------        ---------
<S>                                                     <C>              <C>              <C>             <C>
Dollars in thousands, except per site information

As of September 30,
-------------------------------------------------
Number of communities                                        165              165              222             165
Total manufactured homesites                              52,518           51,915           70,858          51,915
Occupied sites                                            47,058           47,595           62,988          47,595
Occupancy                                                   89.6%            91.7%            88.9%           91.7%

For the three months ended September 30,
-------------------------------------------------
Rental income                                           $ 48,308         $ 46,895         $ 60,884        $ 47,495
Property operating expenses                             $ 17,990         $ 16,830         $ 23,611        $ 16,830
Net operating income                                    $ 30,318         $ 30,065         $ 37,273        $ 30,665
Weighted average monthly rent per site                  $    330         $    318         $    333        $    322

For the nine months ended September 30,
-------------------------------------------------
Rental income                                           $144,954         $139,290         $158,851        $139,890
Property operating expenses                             $ 51,778         $ 49,171         $ 58,856        $ 49,171
Net operating income                                    $ 93,176         $ 90,119         $ 99,995        $ 90,719
Weighted average monthly rent per site                  $    328         $    314         $    328        $    316
</TABLE>

"Core Portfolio."

                                       9
<PAGE>

Comparison of three months ended September 30, 2001 to three months ended
September 30, 2000

For the three months ended September 30, 2001, net income was $12,226,000, an
increase of $467,000 from the three months ended September 30, 2000. The
increase was due to the CWS Acquisition, along with increased net operating
income from our Core Portfolio, offset by increased depreciation, property based
operating expenses, and lower profit from CSI.

Rental revenue for the three months ended September 30, 2001 was $60,884,000 an
increase of $13,389,000 from the three months ended September 30, 2000. The
increase is primarily due to the CWS Acquisition and rental increases in our
Core Portfolio.

Weighted average occupancy for the three months ended September 30, 2001 was
58,217 sites compared with 47,485 for the same period in 2000. The occupancy
rate was 88.9 percent on 70,858 sites as of September 30, 2001, compared to 91.7
percent on 51,915 sites as of September 30, 2000. The occupancy rate on our
stabilized portfolio was 91.4 percent as of September 30, 2001 compared to 93.2
percent as of September 30, 2000. Our stabilized portfolio includes communities
where we do not have, or have not recently had, an expansion of the community.
On a per site basis, weighted average monthly rental revenue for the three
months ended September 30, 2001 was $333 compared with $322 in the same period
of 2000. For our Core Portfolio, on a per site basis, weighted average monthly
rental revenue for the three months ended September 30, 2001 was $330 compared
with $318 for the same period in 2000 an increase of 3.9 percent.

Management fee and other income primarily include management and transaction fee
income for the management of 40 manufactured home communities and equity
earnings from CSI. Included in this amount is approximately $617,000 and
$570,000 of fees from N'Tandem for the three months ended September 30, 2001 and
2000, respectively.

Property operating and maintenance expense for the three months ended September
30, 2001 increased by $5,884,000 or 43.6 percent from the same period a year
ago. The majority of the increase was due to the CWS Acquisition, which
accounted for $4,000,000. The remaining change is due to increases in our Core
Portfolio, including increased bad debt, property insurance, healthcare and
administrative costs.

Given the slowing economy, combined with continuing system issues, we wrote off
an additional $1.3 million of accounts receivable in the third quarter. The
system issues include retraining our on-site management to collect rents using a
lockbox system. We anticipate collections will continue to be difficult into the
future.

Administrative expense for the three months ended September 30, 2001 increased
by $193,000 from the same period a year ago. Administrative expense in the third
quarter of 2001 was 3.7 percent of total revenues as compared to 4.3 percent in
2000.

Depreciation and amortization expense for the three months ended September 30,
2001, increased $1,815,000 from the same period a year ago. Depreciation expense
as a percentage of average depreciable rental property in the third quarter of
2001 remained relatively unchanged from 2000.

Comparison of nine months ended September 30, 2001 to nine months ended
September 30, 2000

For the nine months ended September 30, 2001, net income was $35,723,000, an
increase of $50,000 from the nine months ended September 30, 2000. The increase
was due to the CWS Acquisition, along with increased net operating income from
our Core Portfolio, offset by increased depreciation, property based operating
expenses, and lower profit from CSI.

Rental revenue for the nine months ended September 30, 2001, was $158,851,000,
an increase of $18,961,000 from the nine months ended September 30, 2000. The
increase is primarily due to the CWS Acquisition and rental increases in our
Core Portfolio.

Weighted average occupancy for the nine months ended September 30, 2001, was
51,527 sites compared with 47,420 for the same period in 2000. On a per site
basis, weighted average monthly rental revenue for the nine months ended
September 30, 2001 was $328 compared with $316 in the same period of 2000. For
our Core Portfolio, on a per site basis, weighted average monthly rental revenue
for the nine months ended September 30, 2001 was $328, compared with $314 for
the same period in 2000, an increase of 4.3 percent.

                                       10
<PAGE>

Interest income primarily includes interest on notes receivable and advances to
affiliates. The increase of $174,000 for the nine months ended September 30,
2001 from the same period in 2000 is due primarily to increased lending
activities.

Management fee and other income primarily include management and transaction fee
income for the management of 40 manufactured home communities and equity
earnings from CSI. Included in this amount is approximately $2,649,000 and
$2,446,000 of fees from N'Tandem for the nine months ended September 30, 2001
and 2000, respectively. The decrease of $273,000 in the nine months ended
September 30, 2001 from the same period in 2000 is due primarily to increased
overhead expense allocations to CSI.

Property operating and maintenance expense for the nine months ended September
30, 2001 increased by $8,543,000 or 21.8% percent from the same period a year
ago. The increase was due to the CWS Acquisition, which accounted for
$4,000,000. The remaining change is due to increases in our Core Portfolio,
including increased bad debt, property insurance, healthcare and administrative
costs.

We recently completed the implementation of an enterprise-wide software system.
In connection with the implementation, we performed a detailed review and
analysis of each resident account. These reviews led us to recognize write-offs
of accounts receivable of approximately $650,000 in the first quarter of 2001.
Upon completion of these reviews, management bonuses for the year 2000 were
recalculated and reduced by approximately $400,000.

Given the slowing economy, combined with continuing system issues, we wrote off
an additional $1.3 million of accounts receivable in the third quarter. The
system issues include retraining our on-site management to collect rents using a
lockbox system. We anticipate collections will continue to be difficult into the
future.

Administrative expense for the nine months ended September 30, 2001 increased by
$313,000 from the same period a year ago. Administrative expense in the first
nine months of 2001 was 4.3 percent of total revenues as compared to 4.6 percent
in 2000.

Depreciation and amortization expense for the nine months ended September 30,
2001, increased $3,808,000 from the same period a year ago. Depreciation expense
as a percentage of average depreciable rental property in the nine months of
2001 remained relatively unchanged from 2000.

Liquidity and Capital Resources

Net cash provided by operating activities was $73,762,000 for the nine months
ended September 30, 2001, compared with $64,163,000 for the nine months ended
September 30, 2000. The increase in cash provided by operating activities was
due primarily to the increase in net operating income.

Net cash used in investing activities for the nine months ended September 30,
2001 was $348,877,000. This amount represents acquisitions, dispositions,
investments and advances to affiliates, lending activity, capital expenditures,
and development and acquisition costs. In the third quarter 2001, we purchased
CWS for $552 million, including $323 million in cash, $151 million in assumed
liabilities, 2,040,878 OP Units (valued for purposes of the transaction at
$30.935 per OP Unit) and $9.9 million in 7.5% Senior Unsecured Notes due 2012
(the "August 2012 Notes"). The portfolio consists of 46 manufactured home
communities with approximately 16,600 homesites and 1,518 expansion sites and
three RV communities with 431 RV sites in 11 states. We financed the cash
portion of this transaction primarily through borrowings of a $323 million
bridge facility (the "Acquisition Facility"), which carries an interest rate of
LIBOR plus 120 basis points, and matures August 2, 2002. In connection with this
transaction, we agreed to issue in a private placement to the holders of the
August 2012 Notes, an aggregate of 309,371 OP Units at $30.935 per OP Unit, in
exchange for the issuance by such holders of 7.5% notes, due August 2010,
subject to extension in certain events. These notes are collateralized by the
related OP Units.

In the third quarter, we began implementing a disposition plan and started
identifying a number of mature properties that no longer meet company portfolio
objectives. To date, we have sold one property for $17 million, and anticipate
completing more sales by year-end. The sold property was acquired as part of the
CWS Communities acquisition and was under contract at the time of acquisition.

Development and acquisition costs were $320,261,000 (including the CWS
Acquisition), capital expenditures were approximately $28,615,000 (which
includes recurring cap-ex of $5,472,000 and $19,100,000 in development),

                                       11
<PAGE>

investments in and advances to affiliates were $7,603,000 and advances on notes
receivable were approximately $9,500,000. Capital expenditures have historically
been financed with cash from operations and it is our intention that such future
expenditures will be financed with cash from operations.

Net cash provided by financing activities for the nine months ended September
30, 2001 was $275,328,000. This was due primarily to borrowing $323,000,000 on
the Acquisition Facility for the CWS Acquisition, offset by payment of
distributions to OP Unitholders.

On October 23, 2001, we issued $150 million of 7.125% Senior Unsecured Notes,
due 2011 in a private placement. Accordingly, any such senior notes have not
been registered under the Securities Act of 1933, as amended, and may not be
reoffered or resold in the United States absent registration or an applicable
exemption from the registration requirements under this Act. Net proceeds of
$148.3 million were used to repay a portion of the outstanding indebtedness
under the Acquisition Facility. In connection with the private placement, we
entered into a hedge of forecasted interest payments. At September 30, 2001,
there was an accumulated hedge loss of $7.1 million.

In October 2001, we extended $50 million of our $70 million 7.54% senior
unsecured notes scheduled to mature in November 2003 to October 2021 at 8.3%.

We have a line of credit available with BankOne, N.A., acting as lead agent, for
$125 million. In February 2001, we renegotiated our BankOne credit facility and
increased it from $100 million to $125 million. The term of the new facility is
three years and bears interest at LIBOR plus 90 basis points. In addition we
have a $7.5 million revolving line of credit from US Bank, which bears interest
at a rate of LIBOR plus 125 basis points, (together with our BankOne credit
facility, "Credit Facilities"). As of September 30, 2001 we had approximately
$83 million outstanding under our Credit Facilities and had available $49
million in additional borrowing capacity.

In addition to repayment of long-term borrowings and amounts outstanding under
the Acquisition and Credit Facilities, our principal long-term liquidity needs
will be derived from future acquisitions of communities, acquisition of land for
development, and new community development activities. We do not expect to
generate sufficient funds from operations to finance these long-term liquidity
needs and instead intend to meet our long-term liquidity requirements through
additional borrowings under our Credit Facilities or other lines of credit, the
assumption of existing secured or unsecured indebtedness, proceeds from the sale
of certain assets as discussed above, and, depending on market conditions and
capital availability factors, the issuance of additional equity or debt
securities.

We expect to meet our short-term liquidity requirements, including
distributions, expansion activities and capital expenditure requirements,
through cash flow from operations and, if necessary, borrowings under our Credit
Facilities and other lines of credit.

New Accounting Standards

We adopted SFAS No. 133, "Accounting for Derivative Instruments and for Hedging
Activities," as amended by SFAS No. 138, on January 1, 2001. SFAS No. 133
provides comprehensive guidelines for the recognition and measurement of
derivatives and hedging activities and, specifically, requires all derivatives
to be recorded on the balance sheet at fair value as an asset or liability, with
an offset to accumulated other comprehensive income or income. Upon adoption of
SFAS No. 138, we recorded a transition adjustment of $658,000 as a cumulative
effect on accumulated other comprehensive income which is included in the
general partner caption in the partners' capital section of the Condensed
Consolidated Balance Sheet. The cumulative effect adjustment relates to net
deferred gains on prior hedges of anticipated refinancings of debt which have
been completed. The amount in the accumulated other comprehensive income account
will be amortized over the remaining life of the related debt instruments.

In August 2001, we entered into a forward interest rate swap agreement to hedge
the anticipated issuance of $150 million of senior notes, which are anticipated
to be issued pursuant to a bond offering in October 2001. The purpose of the
swap is to hedge future interest rate payments on the fixed rate bonds to be
issued. We accounted for this swap as a cash flow hedge, in accordance with SFAS
No. 133. We are subject to interest rate risk resulting from movements in the
interest rate curve between August 16, 2001 (the date of the swap) and the day
the bonds are priced as part of the offering. At September 30, 2001, we believe
that it is highly probable that the bond issuance will occur as anticipated and
that based on information available, the swap will be an effective hedge. In
accordance with SFAS No. 133, we recorded a loss on the swap of approximately
$7.1 million at September 30, 2001 in other comprehensive income which is
included in the general partner caption in the partner's capital section of the
Condensed Consolidated Balance Sheet.

                                       12
<PAGE>

Under SFAS No. 133, we will begin amortizing the amounts in other comprehensive
income related to this hedge once the debt is issued. Based on the loss recorded
at September 30, 2001, we anticipate that we will reclassify approximately $1
million of losses from other comprehensive income to interest expense on an
annual basis.

In assessing the fair value of our financial instruments, both derivative and
non-derivative, we use a variety of methods and assumptions that are based on
market conditions and risks existing at each balance sheet date. Primarily, we
use quoted market prices or quotes from brokers or dealers for the same or
similar instruments. These values represent a general approximation of possible
value and may never actually be realized.

In June 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS no.
142, Goodwill and Other Intangible Assets. SFAS No. 141 requires all business
combinations to be accounted for by the purchase method and defines criteria
under which intangible assets acquired in connection with a business combination
be recognized as assets apart from goodwill. SFAS No. 141 is effective for all
fiscal business combinations initiated after June 30, 2001. SFAS No 142 changes
the useful life of goodwill recorded on a company's books from 40 years to
indefinite and requires goodwill to be reviewed annually for impairment. SFAS
No. 142 is effective for all fiscal years beginning after December 15, 2001.
Adoption of SFAS No. 141 and No. 142 did not have and is not expected to have a
significant impact on our financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment on
Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and provides
guidance for measuring the amount of impairment. SFAS No. 144 is effective for
fiscal years beginning after December 15, 2001. Adoption of SFAS No. 144 is not
expected to have a significant impact on our financial position or results of
operations.

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 gain (or losses) from debt restructuring and 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; and (3) is not an alternative to cash flow as a measure of
liquidity. Our FFO is calculated as follows:

<TABLE>
<CAPTION>
                                                        For the Quarter           For the Nine Months
                                                      Ended September 30,         Ended September 30,
                                                   -------------------------   -------------------------
                                                       2001          2000          2001          2000
                                                   ------------   ----------   ------------   ----------
<S>                                                <C>            <C>          <C>            <C>
Net Income                                          $  12,226       $ 11,759    $  35,723      $  35,673
Plus:
     Depreciation and amortization                     12,865         11,050       36,265         32,457
Less:
     Depreciation expense on corporate assets             108            108          323            323
     Distributions to Preferred OP Units                1,523          1,523        4,570          4,570
                                                  -----------     ----------   ----------     ----------
FFO                                                 $  23,460       $ 21,178    $  67,095      $  63,237
                                                  ===========     ==========   ==========     ==========
</TABLE>

                                       13
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risks

The following table sets forth certain information related to our secured and
unsecured indebtness outstanding as of September 30, 2001.

<TABLE>
<CAPTION>
                                                                          Weighted
                                          Amount of       Percent of       Average        Maturity
            (In thousands)              Indebtedness      Total Debt    Interest Rate       Date
                                       --------------    ------------  ---------------   ----------
<S>                                    <C>               <C>           <C>               <C>
Mortgage Debt:

Collateral Mortgage (7 properties)      $   115,166          11.3%           7.8%           2010
Other (30 properties)                       171,417          16.8%           7.5%         2002-2011
                                        -----------        ------          -----
    Total Mortgages                         286,583          28.0%           7.6%

Unsecured Debt:

Unsecured Senior Notes                       50,000           4.9%           8.0%           2003
Unsecured Senior Notes                       70,000           6.8%           7.5%           2003
Unsecured Senior Notes                      100,000           9.8%           8.3%           2005
Unsecured Senior Notes                      100,000           9.8%           6.4%           2004
                                        -----------        ------          -----
    Total Unsecured                         320,000          31.3%           7.5%
                                        -----------        ------          -----
Unsecured Installment Notes                   9,942           1.0%           7.5%           2012
    Total Fixed Rate                        616,525          60.3%           7.6%

Variable Rate Debt:

Acquisition Facility                        323,000          31.6%           4.14           2002
Credit Facilities                            83,231           8.1%           4.3%           2004
                                        -----------
    Total Secured and Unsecured         $ 1,022,756         100.0%
                                        ===========
</TABLE>

Based on the average amount outstanding under our Acquisition and Credit
Facilities for the nine months ended September 30, 2001 if the LIBOR rate under
these facilities was 100 basis points higher or lower during the nine months
ended September 30, 2001, then our interest expense (before adjustments for
capitalized items), for the period would have increased or decreased by
approximately $1,166,000.

In August 2001, we entered into a forward interest rate swap agreement to hedge
the interest rate risk associated with the anticipated issuance of $150 million
of fixed rate senior notes. We anticipate that the bonds will be issued in
 October 2001. At September 30, 2001, we were paying a fixed rate of
approximately 5.7% on the swaps and were receiving a rate of three month LIBOR.
CP Limited entered into the swap to hedge movements in interest rates between
the trade date on the swap and the date the bonds are issued. Interest rate
movements will impact the value of the swap, but will have an inverse impact on
the interest rate to be paid on the senior notes to be issued. The fair value of
the swap at September 31, 2001 was a liability of approximately $7.1 million.
The notional amount of the swaps was $150 million.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
         None.

Item 2.  Changes in Securities and Use of Proceeds

         The Acquisition Facility limits the payment of distributions by the
         Operating Partnership in any year to 95% of Funds From Operations for
         such year.

Item 3.  Defaults Upon Senior Securities
         Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

                                       14





<PAGE>

          Not Applicable

Item 5.   Other Information

Property Information

We classify all of our properties in either a Stable Portfolio or an Active
Expansion Portfolio. Our Stable Portfolio includes the communities where we do
not have, or have not recently had, expansions of the community. These
communities generally have stable occupancy rates. Our Active Expansion
Portfolio are those properties where we are currently, or have recently,
expanded the community by adding homesites to the available homesites for
rental. Generally, these communities will have a lower occupancy rate than our
Stable Portfolio as they are in the lease-up phase. In addition, we own three
park model/RV communities.

The following table sets forth certain information, as of September 30, 2001,
regarding our Properties, excluding the three park model/RV communities.
*  These properties are included in our Active Expansion Portfolio.

<TABLE>
<CAPTION>
                                                                                                            Weighted
                                                                                   Total                     Average
                                              Location (Closest      Total         Number                  Monthly Rent
              Community               State      Major City)      Communities     of Sites   Occupancy       per Site
-------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>     <C>                <C>             <C>        <C>           <C>
  100 Oaks                              AL       Fultondale                          230       86.5%           $233
  Green Park South                      AL       Montgomery                          415       92.0%           $266
* Lakewood                              AL       Montgomery                          396       52.3%           $187
                       Total Alabama                                   3           1,041       75.7%           $229
  Westpark                              AZ       Phoenix                             222       78.4%           $341
                       Total Arizona                                   1             222       78.4%            341
  Bermuda Palms                         CA       Palm Springs                        185       95.7%           $390
  Eastridge                             CA       San Jose                            187       99.5%           $687
  Green River                           CA       Los Angeles                         333      100.0%           $703
  Jurupa Hills Cascade                  CA       Los Angeles                         323       96.0%           $611
  La Quinta Ridge                       CA       Palm Springs                        152       92.1%           $430
  Los Ranchos                           CA       Los Angeles                         389       72.8%           $350
  The Colony                            CA       Palm Springs                        220       98.6%           $729
  The Orchard                           CA       San Francisco                       233       99.6%           $638
                    Total California                                   8           2,022       92.9%           $380
   Antelope Ridge                       CO       Colorado Springs                    140       39.3%           $308
   CV-Denver                            CO       Denver                              345       93.9%           $421
   CV-Longmont                          CO       Longmont                            310       99.0%           $435
   Friendly Village                     CO       Greeley                             226       98.7%           $221
   Pine Lakes Ranch                     CO       Denver                              762       98.8%           $391
   Prairie Greens                       CO       Denver                              139        3.6%           $300
   Redwood Estates                      CO       Denver                              753       98.4%           $377
                      Total Colorado                                   7           2,675       90.0%           $372
   Cedar Grove                          CT       New Haven                            60       98.3%           $318
   Evergreen                            CT       New Haven                           102       96.1%           $318
   Green Acres                          CT       New Haven                            64       98.4%           $320
   Highland                             CT       New Haven                            50       94.0%           $332
                   Total Connecticut                                   4             276       96.7%           $321
   Anchor North                         FL       Tampa Bay                            93       95.7%           $291
   Audubon                              FL       Orlando                             280       95.0%           $276
   Beacon Hill Colony                   FL       Tampa                               201      100.0%           $243
   Beacon Terrace                       FL       Tampa                               297      100.0%           $245
   Colony Cove                          FL       Sarasota                          2,211       99.2%           $375
   Conway Circle                        FL       Orlando                             111       95.5%           $326
   Crystal Lake                         FL       St. Petersburg                      166       92.2%           $242
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Weighted
                                                                                   Total                     Average
                                              Location (Closest      Total         Number                  Monthly Rent
              Community               State      Major City)      Communities     of Sites   Occupancy       per Site
-------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>     <C>                 <C>             <C>        <C>           <C>
  Crystal Lake Club                    FL        Tampa                                599      77.1%           $301
* Crystal Lakes                        FL        Tampa                                330      60.3%           $163
  CV-Jacksonville                      FL        Jacksonville                         643      90.2%           $331
  Del Tura                             FL        Fort Myers                         1,344      88.2%           $445
  Eldorado Estates                     FL        Daytona Beach                        126      98.4%           $310
  Emerald Lake                         FL        Fort Myers                           201      99.0%           $308
  Fairways Country Club                FL        Orlando                            1,141      99.5%           $313
* Foxwood Farms                        FL        Orlando                              375      79.7%           $230
  Haselton Village                     FL        Orlando                              292      98.6%           $240
  Hidden Valley                        FL        Orlando                              303      99.7%           $329
  Indian Rocks                         FL        Clearwater                           148      70.3%           $245
  Jade Isle                            FL        Orlando                              101      94.1%           $336
  Lakeland Harbor                      FL        Tampa                                504      99.2%           $266
  Lakeland Junction                    FL        Tampa                                191     100.0%           $206
  Lakes at Leesburg                    FL        Orlando                              640      99.8%           $284
  Lakeside Terrace                     FL        Orlando                              241      98.8%           $231
  Land O' Lakes                        FL        Orlando                              173      98.3%           $268
  Midway Estates                       FL        Vero Beach                           204      71.6%           $337
  Oak Springs                          FL        Orlando                              438      73.1%           $257
  Orange Lake                          FL        Orlando                              242      97.5%           $272
  Palm Beach Colony                    FL        West Palm Beach                      285      90.5%           $327
  Palm Valley                          FL        Orlando                              642      99.7%           $365
  Parkwood Communities                 FL        Orlando                              698      96.3%           $181
  Pedaler's Pond                       FL        Orlando                              214      85.5%           $220
* Pinelake Gardens                     FL        Vero Beach                           532      84.0%           $320
  Pinellas Cascades                    FL        Clearwater                           238      92.4%           $408
  Shadow Hills                         FL        Orlando                              670      79.6%           $340
  Shady Lane                           FL        Clearwater                           108      93.5%           $280
  Shady Oak                            FL        Clearwater                           250      96.0%           $347
  Shady Village                        FL        Clearwater                           156      96.2%           $327
  Southwind Village                    FL        Naples                               338      93.5%           $325
  Starlight Ranch                      FL        Orlando                              783      95.7%           $328
  Sunny South Estates                  FL        West Palm Beach                      319      93.7%           $432
  Tara Woods                           FL        Tampa                                531      96.8%           $327
  Tarpon Glen                          FL        Clearwater                           170      87.6%           $328
  Town & Country                       FL        Orlando                               73      95.9%           $324
  University Village                   FL        Orlando                              480      85.0%           $348
  Village Green                        FL        Vero Beach                           780     100.0%           $350
  Whispering Pines                     FL        Clearwater                           392      95.2%           $374
  Winter Haven Oaks                    FL        Orlando                              343      53.6%           $224
                      Total Florida                                    47          19,597      91.9%           $319
  Atlanta Meadows                      GA        Atlanta                               75      96.0%           $273
* Butler Creek                         GA        Augusta                              376      68.6%           $205
  Camden Point                         GA        Kingsland                            268      47.4%           $176
  Castlewood Estates                   GA        Atlanta                              334      82.6%           $350
  Colonial Coach Estates               GA        Atlanta                              481      78.2%           $328
  Four Seasons                         GA        Atlanta                              214      97.7%           $284
  Friendly Village                     GA        Atlanta                              203      94.6%           $385
  Golden Valley                        GA        Atlanta                              131      93.1%           $326
  Hunter Ridge                         GA        Atlanta                              850      94.7%           $272
  Lamplighter Village                  GA        Atlanta                              431      97.9%           $361
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Weighted
                                                                           Total                    Average
                                          Location (Closest     Total      Number                Monthly Rent
              Community             State    Major City)     Communities  of Sites    Occupancy    per Site
  ------------------------------------------------------------------------------------------------------------
<S>                                <C>    <C>                <C>          <C>         <C>        <C>
  Landmark                           GA        Atlanta                       524        88.4%        $321
  Marnelle                           GA        Atlanta                       205        92.2%        $316
  Oak Grove Estates                  GA        Albany                        174        84.5%        $169
  Paradise Village                   GA        Albany                        226        67.3%        $185
  Pooles Manor                       GA        Atlanta                       194        81.4%        $330
  Shadowood                          GA        Atlanta                       506        94.9%        $348
  Smoke Creek                        GA        Atlanta                       264        83.0%        $302
  South Oaks                         GA        Atlanta                       295        44.1%        $148
  Stone Mountain                     GA        Atlanta                       354        97.5%        $374
  Suburban Woods                     GA        Atlanta                       216        94.0%        $329
  The Mill                           GA        Atlanta                       150        86.7%        $297
  Woodlands of Kennesaw              GA        Atlanta                       273        96.3%        $377
                      Total Georgia                              22        6,744        85.1%        $297
  Lakewood Estates                   IA        Davenport                     180        92.2%        $289
  Terrace Heights                    IA        Dubuque                       317        94.3%        $274
                         Total Iowa                               2          497        93.6%        $279
  Coach Royale                       ID        Boise                          91        97.8%        $312
  Maple Grove Estates                ID        Boise                         270        97.4%        $327
  Shenandoah Estates                 ID        Boise                         154        96.1%        $319
                        Total Idaho                               3          515        97.1%        $322
  Falcon Farms                       IL        Moline                        215        91.2%        $264
  Maple Ridge                        IL        Kankakee                       75        98.7%
  Maple Valley                       IL        Kankakee                      201        98.5%        $281
                     Total Illinois                               3          491        95.3%        $231
* Broadmore                          IN        South Bend                    360        83.1%        $279
  Forest Creek                       IN        South Bend                    167        89.8%        $311
* Fountainvue                        IN        Marion                        120        84.2%        $184
  Hickory Knoll                      IN        Indianapolis                  325        96.3%        $331
  Hoosier Estates                    IN        Indianapolis                  288        97.9%        $173
  Mariwood                           IN        Indianapolis                  296        86.1%        $310
  Oak Ridge                          IN        South Bend                    205        92.7%        $271
  Pendleton                          IN        Indianapolis                  102        84.3%        $246
* Sherwood                           IN        Marion                        135        45.2%        $169
  Skyway                             IN        Indianapolis                  156        84.6%        $304
  Twin Pines                         IN        Goshen                        238        93.3%        $295
                      Total Indiana                              11        2,392        87.4%        $256
  Mosby's Point                      KY        Cincinnati                    150        96.7%        $318
  Rolling Hills                      KY        Louisville                    158        77.8%        $230
                     Total Kentucky                               2          308        87.0%        $273
  Pinecrest Village                  LA        Shreveport                    446        76.7%        $174
  Stonegate, LA                      LA        Shreveport                    157        99.4%        $187
                    Total Louisiana                               2          603        82.6%        $177
  Hillcrest                          MA        Boston                         83        96.4%        $371
  Leisurewoods Rockland              MA        Boston                        394        99.2%        $357
* Leisurewoods Taunton               MA        Boston                        222        89.6%        $306
  The Glen                           MA        Boston                         36       100.0%        $418
                Total Massachusetts                               4          735        96.1%        $346
* Algoma Estates                     MI        Grand Rapids                  343        82.5%        $332
  Anchor Bay                         MI        Detroit                     1,384        94.1%        $374
  Arbor Village                      MI        Jackson                       266        97.0%        $283
  Avon                               MI        Detroit                       617        97.7%        $446
</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                                                     Weighted
                                                                             Total                    Average
                                           Location (Closest     Total       Number                Monthly Rent
              Community             State     Major City)     Communities   of Sites    Occupancy    per Site
  ---------------------------------------------------------------------------------------------------------------
<S>                                 <C>   <C>               <C>             <C>         <C>        <C>
* Canterbury Estates                 MI      Grand Rapids                      290        65.9%        $239
  Chesterfield                       MI      Detroit                           345        96.5%        $394
* Chestnut Creek                     MI      Flint                             221        88.2%        $306
  Clinton                            MI      Detroit                         1,000        94.7%        $378
  Colonial Acres                     MI      Kalamazoo                         611        93.5%        $314
  Colonial Manor                     MI      Kalamazoo                         195        95.4%        $292
  Country Estates                    MI      Grand Rapids                      254        88.2%        $310
* Cranberry                          MI      Pontiac                           327        79.5%        $385
  Deerfield Manor (aka Allendale)    MI      Allendale                          96        30.2%        $  0
  Ferrand Estates                    MI      Grand Rapids                      420        99.3%        $372
* Forest Lake Estates                MI      Grand Rapids                      221        78.3%        $324
* Grand Blanc                        MI      Flint                             478        89.1%        $375
  Holiday Estates                    MI      Grand Rapids                      204        97.5%        $338
  Holly Hills                        MI      Holly                              96        34.4%        $774
  Howell                             MI      Lansing                           455        96.9%        $366
* Huron Estates                      MI      Flint                             111        84.7%        $228
  Lake in the Hills                  MI      Detroit                           238       100.0%        $398
* Leonard Gardens                    MI      Grand Rapids                      271        88.6%        $304
  Macomb                             MI      Detroit                         1,426        93.6%        $423
  Maple Run                          MI      Clio                              145        51.0%        $284
  Norton Shores                      MI      Grand Rapids                      656        84.0%        $291
  Novi                               MI      Detroit                           725        89.8%        $432
  Oakhill                            MI      Flint                             504        86.3%        $380
  Old Orchard                        MI      Flint                             200        99.5%        $341
  Orion                              MI      Detroit                           423        96.7%        $364
  Pine Lakes                         MI      Lapeer                            136        62.5%        $ 56
  Pinewood                           MI      Columbus                          380        95.0%        $330
  Pleasant Ridge                     MI      Lansing                           305        71.5%        $239
  Royal Estates                      MI      Kalamazoo                         183        90.7%        $345
  Science City                       MI      Midland                           171        94.2%        $321
  Springbrook                        MI      Utica                             398        98.7%        $345
  Sun Valley                         MI      Jackson                           197        89.8%        $278
  Swan Creek                         MI      Ann Arbor                         294        99.7%        $378
* The Highlands                      MI      Flint                             682        89.4%        $309
* Torrey Hills                       MI      Flint                             377        89.4%        $364
  Valley Vista                       MI      Grand Rapids                      137        93.4%        $338
  Villa                              MI      Flint                             319        88.7%        $377
* Westbrook                          MI      Detroit                           386        81.1%        $387
  Yankee Spring                      MI      Grand Rapids                      284        85.2%        $279
                     Total Michigan                                 43      16,771        89.8%        $354
  Cedar Knolls                       MN      Minneapolis                       458        96.9%        $420
  Cimmaron                           MN      St. Paul                          505        97.4%        $420
  Rosemount                          MN      Minneapolis/St. Paul              182        99.5%        $415
  Twenty-Nine Pines                  MN      St. Paul                          152        89.5%        $337
                    Total Minnesota                                  4       1,297        96.6%        $409
  North Creek                        MO      Kansas City                       234         0.0%        $  0
* Springfield Farms                  MO      Springfield                       290        45.9%        $182
                     Total Missouri                                  2         524        25.4%        $182
  Countryside Village G.F.           MT      Great Falls                       226        96.5%        $212
                      Total Montana                                  1         226        96.5%        $212
  Autumn Forest                      NC      Greensboro                        299        81.6%        $265
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                                                                       Weighted
                                                                      Total     Total                   Average
                                                  Location (Closest   Comm-     Number                Monthly Rent
              Community                State          Major City)     unit     of Sites   Occupancy     per Site
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>                 <C>      <C>        <C>         <C>
  Foxhall Village                       NC          Raleigh                        315      96.8%         $324
  Oakwood Forest                        NC          Greensboro                     482      85.7%         $288
  Woodlake                              NC          Greensboro                     308      90.6%         $259
                Total North Carolina                                      4      1,404      88.4%         $247
  Buena Vista                           ND          Fargo                          400      95.5%         $282
  Columbia Heights                      ND          Grand Forks                    302      97.7%         $296
  President's Park                      ND          Grand Forks                    174      86.2%         $237
  Meadow Park                           ND          Fargo                          117      96.6%         $211
                  Total North Dakota                                      4        993      94.7%         $260
  Berryman's Branch                     NJ          Philadelphia                   221      98.6%         $353
  Shenandoah Village                    NJ          Philadelphia                   359      99.7%         $356
                    Total New Jersey                                      2        580      99.3%         $355
  Tierra West                           NM          Albuquerque                    653      63.7%         $366
                    Total New Mexico                                      1        653      63.7%         $366
  Mountain View                         NV          Las Vegas                      349     100.0%         $527
                        Total Nevada                                      1        349     100.0%         $527
  Casual Estates                        NY          Syracuse                       953      68.7%         $306
  Meadowbrook                           NY          Ithaca                         237      63.3%         $296
  Oak Orchard Estates                   NY          Rochester                      235      91.1%         $293
  Shadybrook                            NY          Syracuse                        97      69.1%         $306
                      Total New York                                      4      1,522      71.4%         $302
*  Hunter's Chase                       OH          Lima                           135      61.5%         $183
   Vance                                OH          Columbus                       113      79.6%         $271
   Willo-Arms                           OH          Cleveland                      262      98.1%         $222
   Yorktowne                            OH          Cincinnati                     354      94.1%         $349
                          Total Ohio                                      4        864      88.3%         $274
   Crestview                            OK          Stillwater                     237      70.5%         $212
                      Total Oklahoma                                      1        237      70.5%         $212
   Knoll Terrace                        OR          Salem                          212      94.3%         $380
   Riverview                            OR          Portland                       133      94.7%         $430
                        Total Oregon                                      2        345      94.5%         $399
   Greenbriar Village                   PA          Allentown                      319      98.4%         $346
                  Total Pennsylvania                                      1        319      98.4%         $346
*  Carnes Crossing                      SC          Summerville                    605      85.0%         $218
*  Conway Plantation                    SC          Myrtle Beach                   299      75.6%         $186
   Saddlebrook                          SC          Charleston                     426      93.9%         $224
                Total South Carolina                                      3      1,330      85.7%         $213
   Arlington Lakeside                   TX          Dallas                         233      96.1%         $301
   Creekside                            TX          Dallas                         585      97.3%         $396
*  Eagle Creek                          TX          Tyler                          198      89.9%         $163
   Grand Place                          TX          Dallas                         333      97.0%         $362
   Harston Woods                        TX          Dallas                         180       0.0%         $  0
   Homestead Ranch                      TX          McAllen                        126      93.7%         $183
   Lamplighter                          TX          San Antonio                    253      94.9%         $396
   Leisure World                        TX          Brownsville                    201      89.1%         $208
*  Misty Winds                          TX          Corpus Christi                 357      81.0%         $283
   North Bluff Estates                  TX          Austin                         274      99.6%         $356
   Northwood                            TX          Dallas                         455      95.4%         $384
   Oakcrest Pointe                      TX          San Antonio                    297      91.9%         $352
   Onion Creek                          TX          Austin                         190      62.6%         $313
   Stonegate Austin                     TX          Austin                         359      98.6%         $371
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                                                       Weighted
                                                                      Total     Total                   Average
                                                Location (Closest     Comm-     Number                Monthly Rent
              Community               State        Major City)        unit     of Sites   Occupancy     per Site
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>                 <C>      <C>        <C>         <C>
   Stonegate Pines                    TX          Dallas                           160     100.0%         $308
   The Homestead                      TX          McAllen                           99      98.0%         $226
   Trail's End                        TX          Brownsville                      295      79.3%         $204
                         Total Texas                                    17       4,595      88.4%         $309
*  Regency Lakes                      VA          Winchester                       384      91.7%         $233
                      Total Virginia                                     1         384      91.7%         $233
   Eagle Point                        WA          Seattle                          230      96.1%         $489
                    Total Washington                                     1         230      96.1%         $489
   Breazeale                          WY          Laramie                          117      95.7%         $274
                       Total Wyoming                                     1         117      95.7%         $274

   Totals                                                              216      70,858      88.9%         $328
</TABLE>

Item 6    Exhibits and Reports on Form 8-K

          (a)  Exhibits and Index of Exhibits
               None.

          (b)  Reports on Form 8-K
               The Company filed a form 8-K on August 20, 2001 and a form 8-K/A
               on October 17, 2001.

                                       20
<PAGE>

                                   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
14th day of March, 2002.


                                                  CP LIMITED PARTNERSHIP



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

                                       21