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

                                    FORM 10-Q


(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934


For the period ended     March 31, 1999                                  


[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934


For the transition period from                     to                     


Commission file number  0-13520                                           


                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


               Massachusetts                            04-2828131        
     (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)


100 Second Avenue,  Needham, MA                          02494
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code  (781) 444-5251       



                   Former address, if changed from last report


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                      [X] Yes     [ ] No

                              There are no Exhibits

                                  Page 1 of 16
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                                      INDEX



                                                                          Page

Part I:  Financial Information

Item 1. Financial Statements:

        Balance Sheets, March 31, 1999 and December 31, 1998              3-4

        Statements of Operations for the Three Months
          Ended March 31, 1999, and 1998                                    5

        Statements of Cash Flows for the Three Months Ended
          March 31, 1999, and 1998                                          6

        Notes to Financial Statements                                    7-10

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                             11-14

Part II:  Other Information

Item 1. Legal Proceedings                                                  15

                                       2


<PAGE>
<TABLE>
<CAPTION>
                        LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                           (A Massachusetts Limited Partnership)

                                       BALANCE SHEETS


                                                        (Unaudited)          (Audited)
                                                      March 31, 1999     December 31, 1998
                                                      ---------------    -----------------

Assets
<S>                                                   <C>                 <C>

Current assets:

    Cash and cash equivalents                          $   55,082           $   42,284  
                                                                          
    Notes and accrued interest receivable,                                
           current maturities                             163,258              159,303
                                                       ----------           ----------
                                                                          
        Total current assets                              218,340              201,587
                                                                          
                                                                          
Investments in local limited                                              
    partnerships                                        2,058,950            2,052,426
                                                       ----------           ----------
                                                                          
        Total assets                                   $2,277,290           $2,254,013
                                                       ==========           ==========
                                                                  
                                             

                                        (continued)

                                             3

<PAGE>
<CAPTION>
                        LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                           (A Massachusetts Limited Partnership)

                                 BALANCE SHEETS (continued)


                                                        (Unaudited)          (Audited)
                                                      March 31, 1999     December 31, 1998
                                                      ---------------    -----------------

Liabilities and Partners' Deficit
<S>                                                   <C>                <C>

Current liabilities:
    Purchase Money Notes, current maturities           $ 13,851,916        $ 13,151,250 
    Accounts payable to affiliates                          197,771             173,271
    Accounts payable                                          3,247               2,659
    Accrued expenses                                         16,500              16,500
    Accrued interest payable                                260,781             263,558
                                                       ------------        ------------
                                                                          
        Total current liabilities                        14,330,215          13,607,238
                                                                          
Purchase money notes, net of current maturities           1,037,683             985,493
                                                       ------------        ------------
                                                                          
        Total liabilities                                15,367,898          14,592,731
                                                       ------------        ------------
                                                                          
        Contingencies                                          --                  --
                                                                          
Partners' deficit:                                                        
    General partners:                                                     
        Capital contributions                                 4,202               4,202
        Capital distributions                                   (72)                (72)
        Accumulated losses                                 (231,625)           (224,106)
                                                       ------------        ------------
                                                           (227,495)           (219,976)
                                                       ------------        ------------
                                                                          
    Limited partners (21,566 Units at                                     
          March 31, 1999 and December 31, 1998):                          
        Capital contributions (net of                                     
          offering costs of $1,134,440)                   9,649,520           9,649,520
        Capital distributions                                (7,122)             (7,122)
        Accumulated losses                              (22,505,511)        (21,761,140)
                                                       ------------        ------------
                                                        (12,863,113)        (12,118,742)
                                                       ------------        ------------
                                                                          
        Total partners' deficit                         (13,090,608)        (12,338,718)
                                                       ------------        ------------
                                                                          
        Total liabilities and partners'                                   
           deficit                                     $  2,277,290        $  2,254,013
                                                       ============        ============
                                                                      


         The accompanying notes are an integral part of these financial statements.
</TABLE>

                                             4
<PAGE>


                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                          For the Three Months Ended
                                                   March 31, 
                                       -----------------------------
                                           1999                1998  
                                           ----                ----

Interest income                        $  12,967            $  12,284
                                       ---------            ---------   
                                                          
Expenses:                                                 
                                                          
  Interest expense                       748,937              623,443
  General and administrative expense      31,545               30,742
                                       ---------            ---------
                                                          
Total expenses                           780,482              654,185
                                       ---------            ---------
                                                          
Loss before equity in local                               
 limited partnership operations         (767,515)            (641,901)
                                                          
Equity in income of                                       
 Local limited partnership                                 
 Investments                              15,625              103,191
                                       ---------            --------- 
                                                          
Net Loss                               $(751,890)           $(538,710)
                                       =========            ========= 
                                                          
Basic Net Loss per Limited                                
 Partnership Unit                      $  (34.52)           $  (24.72)
                                       =========            ========= 
                                                          
                                                          
Units used in computing Basic                             
 Net Loss per Limited                                     
 Partnership Unit                         21,566               21,576
                                       =========            ========= 
                                                          
                                                  



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

                                       5
<PAGE>


                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                 For the Three Months Ended
                                                          March 31, 
                                                 --------------------------  
                                                      1999          1998
                                                      ----          ----
Cash flows from operating activities:
    Cash distributions from local limited
        partnerships                               $   9,101    $ 187,183
    Uncashed interest payments on Purchase
        Money Notes from prior years                   1,141         --
    Cash paid for Partnership administration
     expenses                                         (6,457)      (2,437)
    Interest received                                  9,013        8,329
                                                   ---------    ---------
      Net cash provided by
           operating activities                       12,798      193,075
                                                   ---------    ---------

Cash Flows from financing activity:
   Capital distributions                                --           (566)
                                                   ---------    ---------
      Net cash used by financing
        activity                                        --           (566)
                                                   ---------    ---------

Net increase in cash and cash equivalents             12,798      192,509

Cash and cash equivalents at:
    Beginning of period                               42,284       65,685
                                                   ---------    ---------
    End of period                                  $  55,082    $ 258,194
                                                   =========    =========

Reconciliation of net loss to net cash provided by operating activities:

Net loss                                           $(751,890)   $(538,710)
Adjustments to reconcile net loss to net
    cash provided by operating activities:
        Share of income of local limited
          partnership investments                    (15,625)    (103,191)
        Cash distributions from local limited
          partnerships                                 9,101      187,183
        Interest expense added to purchase money
          notes, net of discount amortization        752,856      623,443
        Interest income added to long-term
          notes receivable, net of discount
          amortization, and interest received         (3,955)      (3,955)
        (Decrease) increase in:
           Accrued interest payable                   (2,777)        --
           Accounts payable to affiliates             24,500       24,503
           Accounts payable                              588       19,802
           Accrued expenses                             --        (16,000)
                                                   ---------    ---------

        Net cash provided by operating
         activities                                $  12,798    $ 193,075
                                                   =========    =========



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

                                       6
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.      Organization of Partnership

        Liberty Housing Partners Limited  Partnership  (the  "Partnership")  was
formed under the Massachusetts Uniform Limited Partnership Act on March 20, 1984
for the primary purpose of investing in other limited partnerships which own and
operate government  assisted  multi-family  rental housing complexes (the "Local
Limited Partnerships").


2.      Significant Accounting Policies

        In the  opinion  of the  General  Partner,  the  accompanying  unaudited
financial  statements  contain all normal  recurring  adjustments  necessary  to
present fairly the financial  position of the  Partnership as of March 31, 1999.
The  financial  statements,  which do not  include  all of the  information  and
footnote  disclosures  required by  generally  accepted  accounting  principles,
should  be  read  in  conjunction  with  the  Partnership's   audited  financial
statements for the year ended December 31, 1998.


3.      Investments in Local Limited Partnerships

        The following is a summary of  cumulative  activity for  investments  in
Local Limited Partnerships since their dates of acquisition:

                                              (Unaudited)     (Audited)
                                               March 31,     December 31,
                                                 1999            1998   
                                             -----------    ------------

Total acquisition cost to the Partnership    $ 9,356,379    $ 9,356,379

    Additional capital contributed by the
        Partnership                               11,425         11,425

    Partnership's share of losses of Local
        Limited Partnerships                  (3,555,682)    (3,571,307)

    Cash distributions received from Local
        Limited Partnerships                  (3,827,302)    (3,818,231)

    Cash distributions received from Local
        Limited Partnerships recognized as
        investment income                         74,130         74,160
                                             -----------    -----------

Investments in Local Limited Partnerships    $ 2,058,950    $ 2,052,426
                                             ===========    ===========


                                   (Continued)

                                       7
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

3.  Investments in Local Limited Partnerships, continued

        Summarized  financial   information  from  the  combined  statements  of
operations of all Local Limited Partnerships is as follows:

                                                  For the Three Months Ended
                                                            March 31,          
                                                -------------------------------
                                                    1999               1998
                                                    ----               ----   

Rental and other income                         $ 1,374,782       $ 1,365,510
Expenses:                                                        
    Operating expenses                              908,293           857,567
    Interest expense                                253,160           253,473
    Depreciation and amortization                   244,741           244,491
                                                -----------       -----------
      Total expenses                              1,406,194         1,355,531
                                                -----------       -----------
                                                                 
Net income(loss)                                $   (31,412)      $     9,979
                                                ===========       ===========
                                                                 
Partnership's share of net income (loss)        $   (30,996)      $     9,714
                                                ===========       ===========
                                                                 
Other partners' share of net income (loss)      $      (416)      $       265
                                                ===========       ===========
                                                              
        The  differences  between the  Partnership's  share of income  (loss) in
Local  Limited  Partnership   investments  in  the  Partnership's  Statement  of
Operations  for the three  months ended March 31, 1999 and 1998 and the share of
net loss in the  above  Summarized  Statements  of  Operations  consists  of the
following:

                                                    For the Three Months Ended
                                                             March 31,          
                                                    ---------------------------
                                                        1999         1998
                                                        ----         ----   
Share of income in Local Limited
    Partnership Investments in the
    Partnership's Statement of Operations            $ 15,625       $103,191 
Partnership's share of income (loss) in the                        
    above summarized Statements of Operations         (30,996)         9,714
                                                     --------       --------
           Difference                                $ 46,621       $ 93,477
                                                     ========       ========
                                                                   
Partnership's unrecorded share of losses (income):                 
    Linden Park                                      $ 29,280       $ 23,999
    Brierwood Ltd.                                      5,028          7,558
    Brierwood II, Ltd.                                  2,488          1,723
    Pine Forest Apartments, Ltd.                        5,645          6,105
    Surry Manor                                        14,091            887
    Glendale Manor                                      2,166          2,110
    Meadowwood-prior year loss carry forward                       
        applied against 1999 Net income               (12,077)          --   
                                                     --------       --------
           Subtotal                                    46,621         42,382
                                                                   
Cash Distributions                                                 
    recorded as investment income                        --           51,095
                                                     --------       --------
                                                                   
        Total                                        $ 46,621       $ 93,477
                                                     ========       ========
                                                                


                                   (Continued)

                                       8
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


3.  Investments in Local Limited Partnerships, continued

        The Partnership  recorded its share of losses in Linden Park,  Brierwood
Ltd.,  Brierwood II, Ltd., Pine Forest Apartments,  Ltd., Surry Manor,  Glendale
Manor and Meadowwood,  LTD.,  until its related  investment was reduced to zero.
Subsequent  to that  point,  any cash  distributions  received  from these seven
partnerships have been or will be recognized as investment income rather than as
a reduction in  Investment in Local Limited  Partnerships  on the  Partnership's
Balance  Sheet.  The  Partnership  is not obligated to make  additional  capital
contributions to fund the deficit in its capital accounts in these Local Limited
Partnerships.


4.  Transactions with Affiliates

        During the three months ended March 31, 1999,  and 1998 the  Partnership
recognized  general and  administrative  expenses  owed to the Managing  General
Partner, as follows:
                                                1999           1998
                                                ----           ----
Reimbursement of Partnership
  administration expenses                     $12,000        $12,003
Partnership management fees                    12,500         12,500

        As of  March  31,  1999 and  December  31,  1998,  accounts  payable  to
affiliates totaling $197,771 and $173,271, respectively,  represent amounts owed
for  reimbursements  of  Partnership  administration  expenses  of  $80,000  and
$68,000, respectively, and partnership management fees of $117,771 and $105,271,
respectively.




                                   (Continued)

                                       9

<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


5.  Statement of Distributable Cash from Operations

        Distributable  Cash From Operations for the three months ended March 31,
1999, as defined in Section 17 of the Partnership Agreement, is as follows:


Interest income per Statement of Operations                      $  12,967

Less:  Interest income added to long-term notes
         receivable, net of discount amortization                   (3,955)

       General and administrative expenses per
         Statement of Operations                                   (31,545)
                                                                  --------

Cash from Operations, as defined                                   (22,533)
                                                                  --------
Distributable Cash from Operations, as defined                    $     --    
                                                                  ========



                                       10

<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

       The  aggregate  outstanding  principal  amount of and  accrued and unpaid
interest on the Purchase Money Note obligations of the Partnership,  as of March
31,1999,  was  $16,018,534.  The aggregate  outstanding  principal amount of the
Purchase Money Notes reported on the Partnership's Balance Sheet ($14,889,599 at
March  31,  1999),  reflects  a  discount  using  an  imputed  interest  rate of
approximately  21%,  which was  applied  to the face  amount of the notes on the
respective  investment  purchase  dates and which is used to calculate an annual
interest  accrued in accordance with generally  accepted  accounting  principles
that will equate to the legal obligation expected at maturity of the notes.

       As of March 31,  1999,  the unpaid  principal  amount of and  accrued and
unpaid interest on the Linden Park Associates Limited  Partnership Notes equaled
$2,376,285.

       At March 31, 1999, the Partnership had reserves of $45,981. This consists
of cash  equivalents  of $55,082 less accrued  interest  totaling  $9,101 due on
certain Purchase Money Notes from distributions  received from the related local
Limited  Partnership.  The reserves  include $1,141 for checks issued to certain
Purchase  Money Note  holders for interest  which have never been  cashed.  This
amount is also included in accrued interest payable.

       In 1999, the Partnership  accrued  interest of $12,719 on the Linden Park
Associates Limited Partnership Notes held by the Partnership and received $8,765
of interest  payments on these  notes.  As of March 31,  1999,  the  outstanding
balance of principal and accrued and unpaid  interest  receivable on these notes
amounted to $239,246, prior to unamortized discount of $75,988.

         The  liquidity  of  the  Local  Limited   Partnerships   in  which  the
Partnership  has invested is dependent  on the ability of the  respective  Local
Limited  Partnerships,  which own and operate government  assisted  multi-family
rental housing  complexes,  to generate cash flow  sufficient to fund operations
and debt service and to maintain  working  capital  reserves.  Each of the Local
Limited  Partnerships is regulated by government  agencies which require monthly
funding  of  certain  operating  and  capital  improvements  reserves  and which
regulate  the amount of cash to be  distributed  to owners.  Each Local  Limited
Partnership's  source  of funds is  rental  income  received  from  tenants  and
government subsidies.  Certain of the Local Limited Partnership's receive rental
income pursuant to Section 8 rental assistance  contracts which expire beginning
in 1999 and continuing through 2000. Under the Multifamily  Assisted Housing and
Reform  and  Affordability  Act  (MAHRAA)  of  1997,   Congress  set  forth  the
legislation for a permanent  "mark-to-market" program and provided for permanent
authority  for the renewal of Section 8 Contracts.  On September  11, 1998,  HUD
issued an interim rule to provide  clarification  of the  implementation  of the
mark-to-market program. Owners with Section 8 contracts expiring after September
30, 1998 are subject to the  provisions of MAHRAA.  As such,  each Local Limited
Partnership  may  choose to either  opt out of the  Section 8  program,  request
mortgage restructuring and renewal of the Section 8 contract, or request renewal
of the Section 8 contract without mortgage restructuring. Each option contains a
specific  set of rules and  procedures  that must be followed in order to comply
with the  requirements  of MAHRAA.  Management  is reviewing  the status of each
Local  Limited  Partnership  with the local General  Partner to determine  which
option under the MAHRAA should be exercised by the Local Limited Partnership.

                                       11
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Liquidity and Capital Resources, continued

         The  Purchase  Money  notes  outstanding  for  eleven  of the  thirteen
properties  held in this  portfolio  start to become due in September  1999.  In
order to pay at maturity the Purchase Money Notes with respect to any particular
Local Limited  Partnership,  the Partnership will most likely be required to (a)
sell its  interest  in the Local  Limited  Partnership  for a price  equal to or
greater than the amounts due under the associated  notes (b) obtain financing in
an  amount  sufficient  to  repay  the  notes or (c)  cause  the  Local  Limited
Partnership to sell or refinance its housing project in a transaction sufficient
to repay  indebtedness  encumbering the project and generate net proceeds to the
Partnership   sufficient  to  enable  the   Partnership   to  repay  the  notes.
Alternatively,  the  Partnership  could seek  extension or  modification  of the
payment terms of the Purchase Money Notes. It does not appear that the principal
and accrued  interest due can be realized or  supported by the current  value of
most of the respective  properties,  through  either a sale or  refinancing  and
extensions will probably be requested.

       The  Partnership  continues to explore options for resolving the Purchase
Money  Notes.  In  connection  with these  efforts the  partnership  engaged the
General Partner of Linden Park Associates Limited Partnership to assist with the
workout  or  liquidation  of  the  Partnership's  portfolio.  The  terms  of the
engagement  provide  for  the  payment  of  certain  fees  and  expenses.  It is
contemplated  that these fees and expenses  will be paid from the  principal and
interest from the Linden Park Associates  Limited  Partnership notes held by the
Partnership.   If  the  workout  or  liquidation  of  the  entire  portfolio  is
successfully  completed the  Partnership's  entire  interest in these notes will
have been exhausted.

       In addition,  the Partnership has granted the Linden Park General Partner
an option to  acquire  the  Partnership's  interest  in Linden  Park  Associates
Limited  Partnership  which may be  exercised  through  March 2002 at a purchase
price of  $400,000  through  March 2000 and  increasing  by  $100,000  each year
thereafter.

         Management  presently  expects  that the  indebtedness  of the Fiddlers
Creek and Linden Park Partnerships will be refinanced.  In connection with these
refinancings,  it is  anticipated  that the  management  of the  Fiddlers  Creek
project will use  approximately  $475,000 of the proceeds and the  management of
the  Linden  Park  project  will use  approximately  $396,000  of the  proceeds,
respectively,  to acquire  the  Partnership's  interest in those  projects.  The
acquisitions would include  assumption of the Partnership's  obligations for the
related  Purchase  Money  Notes  ("PMN").  Management  presently  expects  these
transactions  to close in the second quarter of 1999,  although no assurance may
be given that the transactions will ultimately be consummated.

        Management is currently in negotiation  with the general  partner of the
Glendale Manor, Surry Manor,  Oxford Homes,  Williamston Homes and Fuquay Varina
partnerships  regarding the extension of the PMN's relating to the Partnership's
investments  in  these  five  projects.  Management  has  proposed  a five  year
extension of the PMN's relating to the Osuna  Apartments  project to the holders
of these notes. No assurance can be given that the  Partnership  will be able to
obtain any of these extensions.

                                       12
<PAGE>


                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Liquidity and Capital Resources, continued


        If Partnership  funds are  insufficient  to pay when due the PMN's,  the
holders  of the  PMN's  will have the right to  foreclose  on the  Partnership's
interest  in the  respective  Local  Limited  Partnership.  The  sale  or  other
disposition   by  the   Partnership  of  its  interests  in  the  Local  Limited
Partnerships,  including in  connection  with such a  foreclosure,  is likely to
result in recapture of previously  claimed tax losses to the Partnership and may
have other  adverse  tax  consequences  to the  Partnership  and to the  Limited
Partners.  Such recapture may cause some or all of the Limited  Partners to have
taxable  income  from  the  Partnership  without  cash  distributions  from  the
Partnership with which to satisfy the tax liability resulting therefrom.

        The only sources of  Partnership  funds are (i)  distributions  from the
Local Limited Partnerships (substantially all of which are presently required to
be applied to payment of interest  accruing on the Purchase  Money Notes),  (ii)
payments  to the  Partnership  of amounts  due under  certain  promissory  notes
acquired by the Partnership from one of the Local Limited Partnerships and (iii)
Partnership  reserves. As described above, it is contemplated that the principal
and interest of the note  identified in clause (ii) will be utilized to fund the
payment of certain fees and expenses  incurred in connection with the workout or
liquidation of the partnership's portfolio.


Partnership Operations

       The Partnership is engaged solely in the business of owning  interests in
the Local Limited Partnerships rather than the direct ownership of real estate.

       The  Partnership's  net loss  increased  to  $751,890  in the first three
months of 1999 from  $538,710 in the first three  months of 1998  primarily as a
result of the increase in the  Partnership's  interest expense of $125,494,  and
the decrease in income of local limited  partnership  investments  recognized of
$87,566.

       The  Partnership's  interest income reflects  interest earned on reserves
and interest net of discount  amortization  on the long-term  notes  receivable.
Total interest income was $12,967 and $12,284 for the first three months of 1999
and 1998, respectively.

       The  Partnership's  interest  expense  increased to $748,937 in the first
three  months of 1999 from  $623,443  in the first  three  months of 1998.  Such
increase is  attributable  to the accrual of interest  under the Purchase  Money
Notes.

                                       13

<PAGE>


                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Partnership Operations, continued

       The  Partnership's  equity in income from the Local Limited  Partnerships
was  $15,625 in the first three  months of 1999 and  $103,191 in the first three
months of 1998.  The $87,566  decrease in income  recognized  in the first three
months of 1999 is attributable  to: a decrease of $40,710 in net income from the
combined  statements  of  operations  of all Local  Limited  Partnerships  and a
decrease in cash distributions  recognized as investment income of $51,095;  net
of an increase in unrecorded  loss of $4,239.  The decrease in net income of the
Local  Limited  Partnerships  is  primarily  attributable  to higher  repair and
maintenance expenses recognized in the first three months of 1999 versus 1998 on
four operating properties.

        The Year 2000 issue may affect the Partnership's  operations as a result
of issues  arising from systems and  services  utilized by the Managing  General
Partner or by various Local Limited  Partnerships.  The Managing General Partner
has inventoried  its systems and equipment that may require  correction for Year
2000  issues.  Management  has  received  certifications  from  their  principal
software provider that all of the core components of the primary software system
critical to the  Partnership's  operation are Year 2000 compliant.  In addition,
the primary network system, it's operating system and certain personal computers
attached  to that  system  have  been  upgraded  and are  deemed to be Year 2000
compliant.

        The auditors for each Local Limited  Partnership  have reviewed the Year
2000  status of such  partnerships.  Based on the  information  reported  to the
Partnership  by such  auditors,  management  expects that the  critical  systems
utilized by the Local  Limited  Partnerships  will be timely  rendered Year 2000
compliant at little cost to the Local Limited Partnerships.

        The Partnership does not expect that any failure of the Managing General
Partnership's systems on which it depends to be Year 2000 compliant would have a
material adverse effect on the Partnership.  However,  the failure of systems on
which a Local  Limited  Partnership  depends  could  result in adverse  effects,
including  the failure to properly  account for and process  income and expenses
and the  failure to  properly  operate  the  property.  The  Partnership  cannot
presently  predict whether such effects would have a material and adverse effect
on the Local Limited Partnerships, and as a result, the Partnership.

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<PAGE>


                                     Part II

Item 1. Legal Proceedings.

       As previously  reported,  Osuna Apartment Company  ("Osuna"),  one of the
Local Limited  Partnerships,  is party to a wrongful death action brought by the
estate of a former  tenant in the Second  Judicial  District of the State of New
Mexico.  The  suit  arises  out of the  murder  of the  tenant  by the  son of a
maintenance  contractor  periodically  engaged by Osuna. In April 1999, the suit
was tried to a jury, which found in favor of the plaintiff. The jury found total
damages in the amount of $1.8  million  and found  Osuna  liable for 50% of that
amount,  with the balance assessed among the murderer,  his father and the State
of New Mexico.

       A judgement has not yet been entered on the verdict.  Although the amount
for which Osuna has been found liable is within the limits of Osuna's  liability
insurance,  Management understands that Osuna intends to seek a judgement in its
favor notwithstanding the verdict.


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<PAGE>
                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                 LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP

                                  By:        TNG Properties Inc.
                                             Managing General Partner



                                  By:        /s/ Michael A. Stoller    
                                             Michael A. Stoller
                                             President and CEO


                                  By:        TNG Properties Inc.
                                             Managing General Partner



                                  By:        /s/ Wilma R. Brooks      
                                             Wilma R. Brooks
                                             Chief Financial Officer


Date: 5/14/99

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