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     June 30, 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 17
<PAGE>


                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                                      INDEX




                                                                      Page

Part I:  Financial Information

Item 1. Financial Statements:

        Balance Sheets, June 30, 1999 and December 31, 1998             3-4

        Statements of Operations for the Three Months
          Ended June 30, 1999, and 1998 and the Six Months
          Ended June 30, 1999 and 1998                                    5

        Statements of Cash Flows for the Six Months Ended
          June 30, 1999, and 1998                                         6

        Notes to Financial Statements                                  7-10

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


Part II:  Other Information

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)
                                                                              June 30, 1999         December 31, 1998
                                                                              -------------         -----------------

Assets
<S>                                                                         <C>                      <C>

Current assets:

    Cash and cash equivalents                                                 $    524,207            $     42,284

    Notes and accrued interest receivable,
           current maturities                                                      207,808                 159,303
                                                                              ------------            ------------

        Total current assets                                                       732,015                 201,587


    Investments in local limited
        partnerships                                                             1,461,042               2,052,426
                                                                              ------------            ------------

        Total assets                                                          $  2,193,057            $  2,254,013
                                                                              ============            ============

                                                     (continued)

                                                          3
<PAGE>
<CAPTION>
                                     LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                                         (A Massachusetts Limited Partnership)

                                              BALANCE SHEETS (continued)


                                                                               (Unaudited)              (Audited)
                                                                              June 30, 1999         December 31, 1998
                                                                              -------------         -----------------
Liabilities and Partners' Deficit
<S>                                                                         <C>                      <C>

Current liabilities:
    Purchase Money Notes, current maturities                                  $ 11,402,499            $ 13,151,250
    Accounts payable to affiliates                                                 222,298                 173,271
    Accounts payable                                                                19,913                   2,659
    Accrued expenses                                                                10,000                  16,500
    Accrued interest payable                                                       189,656                 263,558
                                                                              ------------            ------------

        Total current liabilities                                               11,844,366              13,607,238

Purchase money notes, net of current maturities                                  1,073,635                 985,493
                                                                              ------------            ------------

        Total liabilities                                                       12,918,001              14,592,731
                                                                              ------------            ------------

        Contingencies                                                                 --                      --

Partners' deficit:
    General partners:
        Capital contributions                                                        4,202                   4,202
        Capital distributions                                                         (128)                    (72)
        Accumulated losses                                                        (207,912)               (224,106)
                                                                              ------------            ------------
                                                                                  (203,838)               (219,976)
                                                                              ------------            ------------

    Limited partners (21,566 Units at
          June 30, 1999 and December 31, 1998):
        Capital contributions (net of
          offering costs of $1,134,440)                                          9,649,520               9,649,520
        Capital distributions                                                      (12,707)                 (7,122)
        Accumulated losses                                                     (20,157,919)            (21,761,140)
                                                                              ------------            ------------
                                                                               (10,521,106)            (12,118,742)
                                                                              ------------            ------------

        Total partners' deficit                                                (10,724,944)            (12,338,718)
                                                                              ------------            ------------

        Total liabilities and partners'
           deficit                                                            $  2,193,057            $  2,254,013
                                                                              ============            ============


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

                                                          4
<PAGE>
<TABLE>
<CAPTION>
                                 LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                                     (A Massachusetts Limited Partnership)

                                           STATEMENTS OF OPERATIONS
                                                  (Unaudited)


                                            For the Three Months Ended            For the Six Months Ended
                                                     June 30,                             June 30,
                                           ---------------------------         ------------------------------

                                               1999            1998                1999               1998
                                               -----           ----                ----               ----

<S>                                       <C>              <C>                <C>                <C>
Interest income                            $    81,673      $   8,426          $    94,640        $    20,710
                                           -----------    -----------          -----------        -----------

Expenses:
 Interest expense                              386,406        642,294            1,135,343          1,265,737
 General and
   administrative expense                       34,813         28,450               66,360             59,192
                                           -----------    -----------          -----------        -----------

Total expenses                                 421,219        670,744            1,201,703          1,324,929
                                           -----------    -----------          -----------        -----------
Loss before equity in
 local limited
 partnership operations                       (339,546)      (662,318)          (1,107,063)        (1,304,219)

Equity in income (loss)
 of local limited
 partnership investments                        56,744        (76,216)              72,369             26,975
                                           -----------    -----------          -----------        -----------
Net loss before extra-
 ordinary items                               (282,802)      (738,534)          (1,034,694)        (1,277,244)
                                           ===========    ===========          ===========        ===========
Extraordinary items:
 Gain on sale of
  investment In Fiddler's
  Creek Apartments                           2,654,107           --              2,654,107               --
                                           ===========    ===========          ===========        ===========

Net income (loss)                          $ 2,371,305    $  (738,534)         $ 1,619,413        $(1,277,244)
                                           ===========    ===========          ===========        ===========
Units used in computing
  Basic Net Loss per
  Limited Partnership
  Unit                                          21,566         21,566               21,566             21,571
                                           ===========    ===========          ===========        ===========
Basic Net loss per
  Limited Partnership
  Unit before extra-                       $    (12.98)   $    (33.90)         $    (47.50)       $    (58.62)
  Ordinary items                           ===========    ===========          ===========        ===========

Basic net income (loss)
  per Limited Partnership                  $    108.86    $    (33.90)         $     74.34        $    (58.62)
  Unit                                     ===========    ===========          ===========        ===========



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

                                                      5
<PAGE>
<TABLE>
<CAPTION>
                                    LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                                        (A Massachusetts Limited Partnership)

                                              STATEMENTS OF CASH FLOWS
                                                     (Unaudited)
                                                                                      For the Six Months Ended
                                                                                              June 30,
                                                                                  ---------------------------------
                                                                                      1999                 1998
                                                                                      ----                 ----
<S>                                                                              <C>                 <C>
Cash flows from operating activities:
    Cash distributions from local limited
        partnerships                                                              $   251,371         $   187,183
    Interest payments on purchase money notes                                        (245,730)           (186,617)
    Uncashed interest payments on Purchase
        Money Notes from prior years                                                      841                --
    Cash paid for Partnership administration
     expenses                                                                         (14,576)            (22,225)
    Interest received                                                                  12,207              12,800
                                                                                  -----------         -----------
      Net cash provided (used) by
        operating activities                                                            4,113              (8,859)
                                                                                  -----------         -----------

Cash Flows from financing activity:
   Capital distributions                                                               (5,641)               (566)
                                                                                  -----------         -----------
     Net cash used by financing
        activity                                                                       (5,641)               (566)

Cash Flows from extraordinary items:
    Cash proceeds from sale of investment in
    Fiddlers Creek Apartments                                                         483,451                --
                                                                                  -----------         -----------

Net Cash provided by extraordinary items                                              483,451                --
                                                                                  -----------         -----------

Net increase in cash and cash equivalents                                             481,923              (9,425)

Cash and cash equivalents at:
    Beginning of period                                                                42,284              65,685
                                                                                  -----------         -----------
    End of period                                                                 $   524,207         $    56,260
                                                                                  ===========         ===========
Reconciliation  of net loss  before  extraordinary  items  to net cash  provided
(used) by operating activities:

Net loss before extraordinary items:                                              $(1,034,694)        $(1,277,244)
Adjustments to reconcile net loss to net
    cash provided (used) by operating activities:
        Share of income of local limited
          partnership investments                                                     (72,369)            (26,975)
        Cash distributions from local limited
          partnerships                                                                251,371             187,183
        Interest expense added to purchase money
          notes, net of discount amortization                                         964,358           1,097,297
        Interest income added to long-term
          notes receivable, net of discount
          amortization, and interest received                                         (82,432)             (7,909)
        (Decrease) increase in:
           Accrued interest payable                                                   (73,902)            (18,178)
           Accounts payable to affiliates                                              49,027              49,002
           Accounts payable                                                            17,254               3,965
           Accrued expenses                                                           (14,500)            (16,000)
                                                                                  -----------         -----------
        Net cash provided by operating
         activities                                                               $     4,113         $    (8,859)
                                                                                  ===========         ===========
 <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 June 30, 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)
                                               June 30,          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                  (3,517,940)          (3,571,307)

    Cash distributions received from Local
        Limited Partnerships                  (4,069,572)          (3,818,231)

    Cash distributions received from Local
        Limited Partnerships recognized as
        Investment income                         93,132               74,160
                                             -----------          -----------

    Sale of Investment in Fiddler's
    Creek Apartments                            (412,382)                --
                                             -----------          -----------


Investments in Local Limited Partnerships    $ 1,461,042          $ 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 Six Months Ended
                                                       June 30,
                                          --------------------------------
                                              1999                1998
                                              ----                ----

Rental and other income                   $ 2,704,338          $ 2,731,973
Expenses:
    Operating expenses                      1,747,669            1,884,244
    Interest expense                          506,319              506,946
    Depreciation and amortization             489,155              488,655
                                          -----------          -----------
    Total expenses                          2,743,143            2,879,845
                                          -----------          -----------

Net income (loss)                         $   (38,805)         $  (147,872)
                                          ===========          ===========

Partnership's share of net loss           $   (37,668)         $  (146,643)
                                          ===========          ===========

Other partners' share of net loss         $    (1,137)         $    (1,229)
                                          ===========          ===========

        The  differences  between the  Partnership's  share of income  (loss) in
Local  Limited  Partnership   investments  in  the  Partnership's  Statement  of
Operations  for the six months ended June 30, 1999 and 1998 and the share of net
loss in the above Summarized Statements of Operations consists of the following:

                                                    For the Six Months Ended
                                                            June 30,
                                                    -------------------------
                                                        1999         1998
                                                        ----         ----
Share of income in Local Limited
    Partnership Investments in the
    Partnership's Statement of Operations            $  72,369    $  26,975
Partnership's share of loss in the
    above summarized Statements of Operations          (37,662)    (146,643)
                                                     ---------    ---------
           Difference                                $ 110,037    $ 173,618
                                                     =========    =========

Partnership's unrecorded share of losses (income):
    Linden Park                                      $  54,521    $  44,297
    Briarwood Ltd.                                       8,131       12,989
    Briarwood II, Ltd.                                   6,042        3,416
    Pine Forest Apartments, Ltd.                         5,995       13,066
    Surry Manor                                         29,317       30,733
    Glendale Manor                                        --         18,022
Prior year loss carry forward applied
 against 1999 net income
    Meadowwood                                         (11,636)        --
    Glendale Manor                                      (1,335)        --
                                                     ---------    ---------
         Subtotal                                       91,035      122,523
Cash Distributions
 recorded as investment income                          19,002       51,095
                                                     ---------    ---------

        Total                                        $ 110,037    $ 173,618
                                                     =========    =========

                                   (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.

        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  $5,641  during the first six
months  of 1999 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 six  months  ended June 30,  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                   $25,019               $24,026
Partnership management fees                  25,000                25,000

        As of  June  30,  1999  and  December  31,  1998,  accounts  payable  to
affiliates totaling $222,298 and $124,273, respectively,  represent amounts owed
for  reimbursements  of  Partnership  administration  expenses  of  $92,027  and
$44,002,  respectively, and partnership management fees of $130,271 and $80,271,
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 six months  ended June 30,
1999, as defined in Section 17 of the Partnership Agreement, is as follows:

Interest income per Statement of Operations                         $ 94,640

Less:  Interest income added to long-term notes
         receivable, net of discount amortization                    (82,342)

       General and administrative expenses per
         Statement of Operations                                     (66,360)
                                                                    --------

Cash from Operations, as defined                                     (54,062)
                                                                    --------

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 ("PMN") obligations of the Partnership,  as
of June 30,1999, was $12,888,086.  The aggregate outstanding principal amount of
the  Purchase   Money  Notes  reported  on  the   Partnership's   Balance  Sheet
($12,476,134  at June 30, 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.

       The decrease in PMN  obligations  from December 31, 1998 to June 30, 1999
reflects  $2,624,966  in  PMN  obligations  assumed  by  the  purchaser  of  the
Partnership's  interest in  Fiddlers  Creek  Apartments.  On May 28,  1999,  the
Partnership  sold its  interest in Fiddlers  Creek  Apartments  in exchange  for
$483,451  in cash  and  assumption  of the PMN  obligations.  After  transaction
expenses,  the  Partnership  recognized a gain estimated to be $2,654,107 on the
sale of the investment. In connection with the sale, the Partnership is required
to remit  withholding  taxes of  approximately  $242,100  to the  state of North
Carolina.  The benefit of this payment will be allocated among the Partnership's
units of limited  partnership.  The Partnership  anticipates that  approximately
$150,000 of the remaining  cash will be distributed  to the  Partnership's  unit
holders.

       As of June 30,  1999,  the unpaid  principal  amount of and  accrued  and
unpaid interest on the Linden Park Associates Limited  Partnership Notes equaled
$2,398,422.

         At June 30, 1999, the  Partnership  had reserves of $89,097,  including
$48,341  retained  from the  proceeds of the  Fiddlers  Creek  transaction.  The
reserves  also include  $841 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 $18,093 on the Linden Park
Associates  Limited  Partnership  Notes  held by the  Partnership  and  received
$10,185 of interest  payments on these notes. In June 1999 the Partnership wrote
off the  unamortized  discount  balance of  $74,524,  which is also  included in
interest  income.  On July 15, 1999 Linden Park Associates  Limited  Partnership
refinanced  their  existing  debt and paid in full the principal and accrued and
unpaid interest on these notes. (See further  discussion  below). As of June 30,
1999,  the  outstanding  balance of  principal  and accrued and unpaid  interest
receivable on these notes amounted to $207,808. This amount reflects a reduction
of $33,928,  payable as consulting  fees in connection  with the Fiddlers  Creek
transaction.

               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.

                                       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

         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.

         The Purchase Money Notes  outstanding for ten of the twelve  properties
now 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.

       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 (G.P.) 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.  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. As of June 30, 1999,the
consulting  fees due to the G.P. from the successful  sale of the  Partnership's
investment in Fiddlers Creek  Apartments is $33,928.  In the first six months of
1999, the  Partnership  has reimbursed the G.P. for travel expenses and expenses
for accounting and legal fees incurred totaling $7,396.

                                       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

       As part of the agreement with the G.P., the Partnership  granted the G.P.
an option to  acquire  the  Partnership's  interest  (and that of its  affiliate
Liberty LGP Limited  Partnership) 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.  On July 15,
1999, the interests in Linden Park  Associates were sold pursuant to an exercise
of this option.

        Management is currently in negotiation  with the general partners of the
Glendale Manor, Surry Manor,  Oxford Homes,  Williamston Homes and Fuquay Varina
partnerships regarding the purchase of the Partnership's interests in these five
projects. Management has proposed a five-year extension of the PMN's relating to
the Osuna  Apartments  project  to the  General  Partners.  Management  has also
entered  into  negotiations  with the general  partner of Briarwood I & II, Pine
Forest and Meadowwood  Apartments.  Management presently anticipates selling the
Partnership's 94% Limited Partnership interests in these properties by year-end.
Discussions  have also  been held with the  general  partners  of  Compass  West
Apartments.  Management  presently  anticipates a written  agreement  within the
third quarter of 1999 to sell the Partnership's 98% interest in that project. No
assurance can be given that the Partnership  will be able to obtain any of these
agreements or extensions.

        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 PMN's),  and (ii) Partnership
reserves.

                                       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

       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 operating loss decreased to $1,034,694 in the first
six months of 1999 from  $1,277,244  in the first six months of 1998. On May 28,
the  Partnership  sold  its  investment  in  Fiddlers  Creek   Apartments.   The
Partnership realized a net gain of $2,654,107, determined as follows:

Cash received                                                      $   483,451
Liability for Purchase Money Notes, current maturities,
       assumed by purchaser                                          2,624,966
Less: Investment in local limited partnership interest sold           (412,382)
Less: Partial transfer of the Partnership's notes and accrued
      interest receivable from Linden Park Associates Limited
      Partnership paid as consulting fees due in connection with
      the disposition                                                  (33,928)
Less: Legal fees                                                        (8,000)
                                                                   -----------
Gain on sale of investment in Fiddlers Creek Apartments            $ 2,654,107
                                                                   ===========

       The  Partnership's  interest income reflects interest earned on reserves,
interest net of discount  amortization on the notes receivable and the write-off
of the  unamortized  discount  on the  current  notes  receivable  in the second
quarter of 1999. Total interest income was $94,640 and $20,710 for the first six
months of 1999 and 1998,  respectively.  The  difference is primarily due to the
write-off the unamortized discount of $74,524.

       The  Partnership's  interest expense decreased to $1,135,343 in the first
six  months  of 1999 from  $1,265,737  in the  first  six  months of 1998.  Such
decrease is  attributable  to the sale of the Fiddlers Creek  investment,  which
included the assumption of the related PMN's on May 28, 1999.

       The  Partnership's  equity in income from the Local Limited  Partnerships
was  $72,369 in the first six months of 1999 and $26,975 in the first six months
of 1998.  The $45,394  increase in income  recognized in the first six months of
1999 is  attributable to an increase of $108,975 in net income from the combined
statements of operations of all Local Limited Partnerships, net of a decrease in
cash distributions  recognized as investment income of $32,093 and a decrease in
unrecorded  losses of $4,239.  The  increase in net income of the Local  Limited
Partnerships  is primarily  attributable  to the sale of  investment in Fiddlers
Creek Apartments and reduced repair and maintenance  expenses  recognized in the
first six months of 1999 versus 1998 on four operating properties.

                                       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


        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,  its 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.

                                       15
<PAGE>


                                     Part II
                               Other Information


Item 6.  Exhibits and Reports on Form 8-K

         (b)  Reports on Form 8-K.

         On June 16, 1999, the Partnership filed a Current Report on Form 8-K to
report the  disposition  on May 28,  1999 of its  limited  partners  interest in
Fiddlers  Creek  Apartments.  The Form 8-K was  amended  on August 9,  1999,  to
include pro forma  financial  information  for the  Partnership,  reflecting the
disposition.

         On July 26, 1999, the Partnership filed a Current Report on Form 8-K to
report the  disposition  on July 15,  1999 of its  limited  partner  interest in
Linden Park Associates Limited Partnership.







                                       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.


                              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:  8/14/99


                                       17