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 31,2000


[ ] 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

                            Exhibits Index on Page 16

                                  Page 1 of 17
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                                      INDEX



                                                                        Page

Part I:  Financial Information

Item 1. Financial Statements:

        Balance Sheets, March 31, 2000 and December 31, 1999             3-4

        Statements of Operations for the Three Months                      5
          Ended March 31, 2000 and 1999

        Statements of Cash Flows for the Three Months Ended
          March 31, 2000, and 1999                                         6

        Notes to Financial Statements                                   7-10

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            11-15

Part II: Other Information

Item 3. Defaults Upon Senior Securities                                  16

Item 6. Exhibits and Reports on Form 8-K                                 16



                                       2
<PAGE>
<TABLE>
<CAPTION>

                     LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                         (A Massachusetts Limited Partnership)

                                    BALANCE SHEETS


                                                     (Unaudited)        (Audited)
                                                   March 31, 2000   December 31, 1999
                                                   --------------   -----------------

<S>                                               <C>               <C>
Assets

Current assets:

    Cash and cash equivalents                      $    697,717      $    526,940

    Interest receivable                                   3,709                --

    Deferred legal fees                                  32,576            40,109
                                                   ------------      ------------

        Total current assets                            734,002           567,049


  Investments in local limited
         partnerships                                   783,237         1,475,083
                                                   ------------      ------------

        Total assets                               $  1,517,239      $  2,042,132
                                                   ============      ============

                                     (continued)

                                          3
<PAGE>
<CAPTION>

                     LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                         (A Massachusetts Limited Partnership)

                              BALANCE SHEETS (continued)


                                                     (Unaudited)        (Audited)
                                                   March 31, 2000   December 31, 1999
                                                   --------------   -----------------

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

Current liabilities:
    Purchase Money Notes, current maturities       $  9,738,041      $ 12,436,808
    Accounts payable to affiliates                      212,771           188,272
    Accounts payable                                     13,000             1,565
    Accrued expenses                                     76,022            98,597
    Accrued interest payable                            132,180           141,318
                                                   ------------      ------------

        Total current liabilities                    10,172,014        12,866,560

Purchase money notes, net of current maturities         591,257           648,199
                                                   ------------      ------------

        Total liabilities                            10,763,271        13,514,759
                                                   ------------      ------------

Contingencies                                                --                --

Partners' deficit:
    General partners:
        Capital contributions                             4,202             4,202
        Capital distributions                              (159)             (128)
        Accumulated losses                             (188,592)         (210,889)
                                                   ------------      ------------
                                                       (184,549)         (206,815)
                                                   ------------      ------------

    Limited partners (21,566 Units at
          March 31, 2000 and December 31, 1999):
        Capital contributions (net of
          offering costs of $1,134,440)               9,649,520         9,649,520
        Capital distributions                          (465,762)         (462,706)
        Accumulated losses                          (18,245,241)      (20,452,626)
                                                   ------------      ------------
                                                     (9,061,483)      (11,265,812)
                                                   ------------      ------------

        Total partners' deficit                      (9,246,032)      (11,472,627)
                                                   ------------      ------------

        Total liabilities and partners'
           deficit                                 $  1,517,239      $  2,042,132
                                                   ============      ============


<FN>
      The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                          4

<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                          For the Three Months Ended
                                                   March 31,
                                       -------------------------------
                                           2000                1999
                                           ----                ----

Interest income                        $     5,758         $    12,967

Expenses:
 Interest expense                          182,808             748,937
 General and
 administrative expenses                    30,507              31,545
                                       -----------         -----------

Total expenses                             213,315             780,482
                                       -----------         -----------

Loss before equity in local
limited partnership
investments and Extraordinary
items                                     (207,557)           (767,515)

Equity in income of Local
 Limited Partnership
  investments                                3,140              15,625
                                       -----------         -----------

Net Loss before                           (204,417)           (751,890)
 Extraordinary items

Extraordinary items:
 Gain on sale of investment
  in Osuna Apartments

                                         2,434,099                  --
                                       -----------         -----------

Net income (loss)                      $ 2,229,682         $  (751,890)
                                       ===========         ===========

Units used in computing
Basic Net Income(Loss) per
Limited Partnership Unit                    21,566              21,566
                                       ===========         ===========

Basic loss per Limited
Partnership Unit before
Extraordinary items                    $     (9.38)        $    (34.52)
                                       ===========         ===========

Basic net income (loss) per
Limited Partnership Unit               $    102.35         $    (34.52)
                                       ===========         ===========


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

                                        5

<PAGE>
<TABLE>
<CAPTION>

                                LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                                    (A Massachusetts Limited Partnership)

                                          STATEMENTS OF CASH FLOWS
                                                 (Unaudited)

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

                                                                                2000                1999
                                                                                ----                ----
<S>                                                                         <C>                 <C>
Cash flows from operating activities:
  Cash distributions from Local Limited
   Partnerships                                                              $ 124,988           $   9,101
  Interest payment on purchase money notes                                      (9,101)                 --
  Uncashed interest payments on Purchase
    money notes from prior years                                                    --               1,141
  Cash paid for general and administration expenses                            (12,572)             (6,457)
  Interest received                                                              2,048               9,013
                                                                             ---------           ---------
    Net cash provided by operating activities                                  105,363              12,798
                                                                             ---------           ---------

Cash Flows from financing activity:
  Capital distributions                                                         (3,087)                 --
                                                                             ---------           ---------
    Net cash used in financing activities                                       (3,087)                 --
                                                                             ---------           ---------

Cash Flows from investing activities:
  Cash proceeds from sale of investment in
   Osuna Apartments                                                            100,000                  --
  Closing costs                                                                (31,499)                 --
                                                                             ---------           ---------
    Net cash provided by investing activities                                   68,501                  --
                                                                             ---------           ---------

Net increase  in cash and cash equivalents                                     170,777              12,798

Cash and cash equivalents at:
  Beginning of period                                                          526,940              42,284
                                                                             ---------           ---------
  End of period                                                              $ 697,717           $  55,082
                                                                             =========           =========

Reconciliation of net loss before extraordinary
items to net cash provided by operating activities

Net loss before extraordinary items                                          $(204,417)          $(751,890)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
    Share of income of local limited
      partnership investments                                                   (3,140)            (15,625)
    Cash distributions from local limited
      Partnerships                                                             124,988               9,101
    Interest expense added to purchase money
      notes, net of discount amortization                                      182,845             752,856
    Interest income added to long-term
      notes receivable, net of discount
      amortization, and interest received                                           --              (3,955)
    (Decrease) increase in:
      Interest receivable                                                       (3,709)                 --
      Accrued interest payable                                                  (9,137)             (2,777)
      Accounts payable to affiliates                                            24,498              24,500
      Accounts payable                                                          11,435                 588
      Accrued expenses                                                         (18,000)                 --
                                                                             ---------           ---------
    Net cash provided by operating activities                                $ 105,363           $  12,798
                                                                             =========           =========
<FN>
                 The accompanying notes are an integral part of these financial statements
</FN>
</TABLE>
                                                    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 31,2000.
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, 1999.

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,
                                                   2000                 1999
                                               ------------         ------------

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                    (3,449,549)          (3,450,761)

    Cash distributions received from Local
        Limited Partnerships                    (4,194,560)          (4,069,602)

    Cash distributions received from Local
        Limited Partnerships recognized as
        investment income                           95,060               93,162

    Value of Local
        Limited Partnership investments sold    (1,035,518)            (465,520)
                                               -----------          -----------



Investments in Local Limited Partnerships      $   783,237          $ 1,475,083
                                               ===========          ===========

                                   (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,
                                              ---------------------------------

                                                  2000                  1999
                                                  ----                  ----

Rental and other income                       $   771,859           $ 1,374,782
Expenses:
    Operating expenses                            520,529               908,293
    Interest expense                              144,858               253,160
    Depreciation and amortization                 150,107               244,741
                                              -----------           -----------
    Total expenses                                815,494             1,406,194
                                              -----------           -----------

Net loss                                      $   (43,635)          $   (31,412)
                                              ===========           ===========

Partnership's share of net loss               $   (42,476)          $   (30,996)
                                              ===========           ===========

Other partners' share of net loss             $    (1,159)          $      (416)
                                              ===========           ===========

         The  differences  between  the  Partnership's  share of income in Local
Limited Partnership investments in the Partnership's Statement of Operations for
the three  months ended March 31, 2000 and 1999 and the share of net loss in the
above Summarized Statements of Operations consists of the following:

                                                     For the Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                       2000            1999
                                                       ----            ----
Share of income in Local Limited
    Partnership Investments in the
    Partnership's Statement of Operations            $  3,140        $ 15,625
Partnership's share of loss in the
    above summarized Statements of Operations         (42,476)        (30,996)
                                                     --------        --------
           Difference                                $ 45,616        $ 46,621
                                                     ========        ========

Partnership's unrecorded share of losses (income):
    Linden Park                                      $     --        $ 29,280
    Brierwood Ltd.                                      6,847           5,028
    Brierwood II, Ltd.                                  5,735           2,488
    Pine Forest Apartments, Ltd.                        9,860           5,645
    Surry Manor                                         7,579          14,091
    Glendale Manor                                      4,262           2,166
    Meadowwood                                          9,405              --
Prior year loss carry forward applied
 against 1999 net income
    Meadowwood                                             --         (12,077)
                                                     --------        --------
       Subtotal                                        43,688          46,621
Cash Distributions
 recorded as investment income                          1,928              --
                                                     --------        --------

Total                                                $ 45,616        $ 46,621
                                                     ========        ========

                                   (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  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,   further   losses  were  suspended  and  any  cash
distributions  received  from  these  six  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.

         Certain Local Limited  Partnerships have made payments on behalf of the
Partnership for non-resident  state  withholding  taxes in accordance with state
income tax  regulations.  These amounts  totaling  $3,087 during the first three
months  of 2000 have  been  treated  as  distributions  from the  Local  Limited
Partnerships  and a  distribution  to the partners of Liberty  Housing  Partners
Limited Partnership.

4.  Transactions with Affiliates

         During the three months ended March 31, 2000, and 1999 the  Partnership
recognized  general and  administrative  expenses  owed to the Managing  General
Partner, as follows:
                                                 2000                  1999
                                                 ----                  ----
Reimbursement of Partnership
  administration expenses                       $12,000               $12,000
Partnership management fees                      12,500                12,500

         As of March 31,  2000,  and  December  31,  1999,  accounts  payable to
affiliates totaling $212,771 and $188,272, respectively,  represent amounts owed
for  reimbursements  of  Partnership  administration  expenses of  $108,000  and
$96,001,  respectively, and partnership management fees of $104,771 and $92,271,
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,
2000, as defined in Section 17 of the Partnership Agreement, is as follows:

Interest income per Statement of Operations                     $  5,758

Less: General and administrative expenses per
         Statement of Operations                                 (30,507)
                                                                --------

Cash from Operations, as defined                                 (24,749)
                                                                --------


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

       Disposition of Investments

         On February 1, 2000, the Partnership sold its 98% interest as a limited
partner (the  "Partnership  Interest") in Osuna Apartments  Company ("Osuna") to
the Sovereign  Management  Corporation,  the company retained by Osuna to manage
its apartment  complex (the  "Purchaser").  In consideration for the sale of the
Partnership  Interest,  the  Partnership  received a net cash purchase  price of
$100,000.  In connection  with the sale, the holders of the Purchase Money Notes
(the "Notes")  issued by the  Partnership in connection  with its acquisition of
the  Partnership  Interest  released the  Partnership  from all  liabilities  in
connection  with  the  Notes.  After  transaction   expenses,   the  Partnership
recognized a gain estimated to be $2,434,099 on the sale of the investment.

         As of March 31, 2000 seven series of the Purchase Money Notes, relating
to  Fuquay-Varina  Homes for the  Elderly,  Ltd.,  Oxford Homes for the Elderly,
Ltd., Williamston Homes for the Elderly, Ltd., Austintown Associates, Meadowwood
Ltd.,  Brierwood Ltd, and Pine Forest  Apartments,  Ltd. had matured and were in
default. The remaining two series of Purchase Money Notes,  relating to Glendale
Manor  Apartments  and Surry Manor,  Ltd.  mature on August 29, 2000 and July 9,
2001,   respectively.   None  of  the  series  of   Purchase   Money   Notes  is
cross-defaulted  to the  others,  nor are the  series of  Purchase  Money  Notes
cross-collateralized in any manner.

         The aggregate  outstanding  principal  amount of and accrued and unpaid
interest on the Purchase Money Note obligations of the Partnership,  as of March
31, 2000, was $10,452,977.  The outstanding obligations are expected to increase
annually as interest  continues to accrue under the  Purchase  Money Notes.  The
aggregate  outstanding  principal amount of the Purchase Money Notes reported on
the  Partnership's  Balance Sheet  ($10,329,298  at March 31, 2000),  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.  The  unamortized  discount  was
written off in 1999 on those Purchase Money Notes that matured.

         The decrease in Purchase Money Note  obligations from December 31, 1999
to March 31, 2000 reflects  $2,938,554 in Purchase Money Note  obligations  from
which  the  Partnership  was  released  in  connection  with  the  sale  of  the
Partnership's interest in Osuna.

         Management does not believe that the principal and accrued interest due
on  these  notes  can be  realized  or  supported  by the  current  value of the
respective properties,  through either a sale or refinancing.  The Partnership's
interests in these Local Limited  Partnerships  were pledged as security for the
Partnership's obligations under the respective Purchase Money Notes.

                                       11
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Liquidity and Capital Resources, continued


         The sale or other  disposition  by the  Partnership of its interests in
the Local Limited  Partnerships,  including in connection  with a foreclosure of
the pledged security, 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  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  Partnerships  receive  rental  income
pursuant to Section 8 rental assistance  contracts which expire at various times
from May 2000 through March 2005.  Under the  Multifamily  Assisted  Housing and
Reform and  Affordability  Act (MAHRAA) of 1997, as amended,  Congress set forth
the  legislation  for a  permanent  "mark-to-market"  program and  provided  for
permanent authority for the renewal of Section 8 Contracts.  Owners with Section
8 contracts  expiring after  September 30, 1998 are subject to the provisions of
MAHRAA.   On  September  11,  1998,  HUD  issued  an  interim  rule  to  provide
clarification of the implementation of the mark-to-market  program.  Since then,
revised  guidance has been provided  through various HUD housing  notices,  most
recently HUD housing  notice  99-36,  which  addresses  project-based  Section 8
contracts expiring in fiscal year 2000.

         Under this notice,  project  owners have several  options for Section 8
contract  renewals,  depending  on the type of project and rent  level.  Options
include  marking rents up to market,  renewing other  contracts with rents at or
below market, referring projects to the Office of Multifamily Housing Assistance
Restructuring  (OMHAR) for  mark-to-market  or "OMHAR lite"  renewals,  renewing
contracts  that are exempted  from  referral to OMHAR,  renewing  contracts  for
portfolio re-engineering demonstration and preservation projects, and opting out
of the Section 8 program.  Owners must submit  their  option to HUD at least 120
days before  expiration of their contract.  Each option contains  specific rules
and procedures that must be followed to comply with the  requirements of housing
notice 99-36.

                                       12
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Liquidity and Capital Resources, continued

         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. The general
partner  of  Williamston  Homes  received a five year  renewal  to March,  2005,
subject to annual Federal  appropriation of funds. The remaining  properties are
working with HUD to renew their existing contracts for two to five year periods.

         The Partnership cannot reasonably predict  legislative  initiatives and
governmental  budget  negotiations,  the  outcome  of which  could  result  in a
reduction  in funds  available  for the various  federal and state  administered
housing programs  including the Section 8 program.  Such changes could adversely
affect the future net  operating  income  and debt  structure  of certain  Local
Limited Partnerships currently receiving such subsidy or similar subsidies.

         Management currently  anticipates selling the Partnership's 98% limited
partnership  interests in  Fuquay-Varina,  Oxford Homes and Williamston Homes to
the general  partner of these  partnerships  or his affiliate for  approximately
$196,200 plus the assumption of the related Purchase Money Note obligations. The
sale of these  interests  requires  consent from all the related  Purchase Money
Note  holders.   Such  consents  have  been  requested  and,   although  certain
documentation  remains  outstanding,  management believes that unanimous consent
has been obtained.  Management  anticipates  closing these  transactions  in the
second quarter of 2000.

         Management  had also entered into an agreement  with the local  general
partner  of  Austintown   Associates  to  sell  the  Partnership's  98%  limited
partnership interest, subject, among other things, to the consent of the related
Purchase  Money Note holders.  A meeting with the Purchase Money Note holders to
discuss this  transaction  was held in November  1999. The  Partnership  has not
received  unanimous consent of the Purchase Money Note holders and management is
continuing  discussions with the local general partner  regarding  possibilities
for disposing of this investment.

         Management has also entered into  negotiations with the general partner
of  Brierwood  I & II, Pine Forest and  Meadowwood  Apartments.  The sale of the
Partnership's  interests in Brierwood I, Pine Forest and  Meadowwood  Apartments
also  requires  consent  from  all the  related  Purchase  Money  Note  holders.
Management   presently   anticipates   selling  the  Partnership's  94%  Limited
Partnership interests in these properties by the fourth quarter of 2000.

         The  Partnership has commenced  discussions  with the local manager for
Surry Manor,  Ltd. and Glendale Manor  Apartments to purchase the  Partnership's
interests  in those  partnerships.  Management  expects to pursue more  detailed
discussions in the second quarter of 2000.

                                       13
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Liquidity and Capital Resources, continued

         No  assurance  can be  given  that  the  Partnership  will  be  able to
successfully  conclude any of the above  transactions.  If Partnership funds are
insufficient  to pay when due the  Purchase  Money  Notes,  the  holders  of the
Purchase  Money  Notes  will have the right to  foreclose  on the  Partnership's
respective  interests  in the  Local  Limited  Partnerships.  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 Unit holders.
Such  recapture may cause some or all of the Unit holders to have taxable income
from the Partnership  without cash distributions from the Partnership with which
to satisfy the tax liability resulting therefrom.

         At March 31, 2000, the Partnership had total cash and cash  equivalents
of $697,717,  which consisted of funds  segregated  pursuant to the terms of the
consulting  agreement  with the  General  Partner of Linden Park  Associates  of
$144,087,  withholding  taxes due the State of North  Carolina  from the sale of
investment  in  Fiddlers'  Creek  Apartments  of $211,271  and accrued  interest
totaling  $117,430  due on certain  Purchase  Money  Note's  from  distributions
received from the related local  limited  Partnership,  leaving cash reserves of
$224,929.  The reserves  include $841  representing  uncashed  checks  issued to
certain  Purchase  Money Note holders for  interest due under their notes.  This
amount is also  included  in accrued  interest  payable.  The  increase  in cash
reserves compared to $120,946 at December 31, 1999 was primarily funded from the
proceeds of the sale of the Partnership's interest in Osuna Apartments.

         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),  and
(ii) Partnership reserves.

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.  As discussed  above,  the Partnership is currently in various stages of
negotiations to sell its interests in the remaining local limited  partnerships.
If the  Partnership  is successful  in disposing of its  remaining  investments,
management presently intends to wind up the Partnership's  operations by the end
of the Year 2001.

         The  Partnership's  net loss before  extraordinary  items  decreased to
$204,416  in the first  three  months of 2000 from  $751,890  in the first three
months  of 1999  primarily  as a result  of the  decrease  in the  Partnership's
interest expense of $566,129.

                                       14
<PAGE>



                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Partnership Operations, continued

         On  February  1,2000  the  Partnership  sold  its  investment  in Osuna
Apartments.  The  Partnership  realized a net gain of $2,434,099,  determined as
follows:

Cash received                                                       $   100,000
Forgiveness of Purchase Money Notes                                   2,938,554
Less: Investment in Osuna Apartments                                   (569,998)
Less: Consulting fees paid in connection with
      the disposition                                                   (26,924)
Less: Professional fees                                                  (7,533)
                                                                    -----------
Gain on sale of investment in Osuna Apartments Company              $ 2,434,099
                                                                    ===========

         In the  first  quarter  of  2000,  the  Partnership's  interest  income
reflects  interest  earned on reserves of $5,758.  In the first quarter of 1999,
interest  income  totaling  $12,967  consisted of interest earned on reserves of
$248 and interest net of discount amortization on the long-term notes receivable
of $12,719.

         The  Partnership's  interest expense decreased to $182,808 in the first
three  months  of 2000 from  $748,937  in the first  three  months of 1999.  The
decrease is  attributable to the decrease in discount  amortization  included in
interest  expense of $507,253 and the  reduction of interest  accrued due to the
sales of the Fiddlers  Creek  investment  and Osuna  Apartments  Company,  which
included the assumption or release of the related  Purchase Money Notes,  on May
28, 1999 and February 1, 2000, respectively.

         The Partnership's  equity in income from the Local Limited Partnerships
was $3,140 in the first  three  months of 2000 and  $15,625  in the first  three
months of 1999.

                                       15

<PAGE>

                                        Part II
                                   Other Information

Item 3. Defaults Upon Senior Securities.

         On  September  29,  1999  the  Purchase  Money  Notes  outstanding  for
Fuquay-Varina,  Oxford Homes and Williamston  Homes matured.  The amounts due at
maturity  under  these  non-recourse  obligations  consisted  of  $2,015,000  in
aggregate  principal amount and $530,961 in accrued and unpaid  interest.  As of
March  31,  2000,  the  aggregate  arrearages  under  these  notes  amounted  to
$2,636,636.

         The  Purchase  Money Notes  outstanding  for Compass  West  Apartments,
Meadowwood  Ltd,  Brierwood Ltd and Pine Forest matured on October 30, 1999. The
amounts  due at maturity  under  these  non-recourse  obligations  consisted  of
$2,830,000 in aggregate  principal  amount and  $3,608,251 in accrued and unpaid
interest.  As of March 31,  2000,  the  aggregate  arrearages  under these notes
amounted to $6,534,386.

Item 6. Exhibits and Reports on Form 8-K

       (b) Reports on Form 8-K.

         On February 15, 2000,  the  Partnership  filed a Current Report on Form
8-K to  report  the  disposition  on  February  1, 2000 of its  limited  partner
interest  in Osuna  Apartments  Company.  The Form 8-K was  amended on April 13,
2000, to include pro forma financial information for the Partnership, reflecting
the disposition.

                                       16
<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.


                             IBERTY 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: May 12, 2000


                                       17