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     September 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

                            Exhibits Index on Page 15

                                  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, September 30, 1999 and December 31, 1998         3-4

        Statements of Operations for the Three Months
          Ended September 30, 1999, and 1998 and the Nine Months
          Ended September 30, 1999 and 1998                                5

        Statements of Cash Flows for the Nine Months Ended
          September 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                            11-14

Part II: Other Information

Item 3. Defaults Upon Senior Securities                                   15

Item 6. Exhibits and Reports on Form 8-K                                  15

                                       2

<PAGE>
<TABLE>
<CAPTION>


                         LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                             (A Massachusetts Limited Partnership)

                                        BALANCE SHEETS


                                                    (Unaudited)                (Audited)
                                                 September 30, 1999         December 31, 1998
                                                 ------------------         -----------------
<S>                                               <C>                      <C>
Assets

Current assets:

  Cash and cash equivalents                        $    532,399              $     42,284

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

    Total current assets                                532,399                   201,587


  Investments in local limited
      partnerships                                    1,467,450                 2,052,426
                                                   ------------              ------------

    Total assets                                   $  1,999,849              $  2,254,013
                                                   ============              ============

                                         (continued)

                                              3
<PAGE>
<CAPTION>


                         LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                             (A Massachusetts Limited Partnership)

                                  BALANCE SHEETS (continued)


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

Current liabilities:
  Purchase Money Notes, current maturities         $ 11,856,810              $ 13,151,250
  Accounts payable to affiliates                        163,773                   173,271
  Accounts payable                                        1,619                     2,659
  Accrued expenses                                       19,000                    16,500
  Accrued interest payable                               47,345                   263,558
                                                   ------------              ------------

    Total current liabilities                        12,088,547                13,607,238

Purchase money notes, net of current maturities       1,117,907                   985,493
                                                   ------------              ------------

    Total liabilities                                13,206,454                14,592,731
                                                   ------------              ------------

Contingencies                                                --                        --

Partners' deficit:
  General partners:
    Capital contributions                                 4,202                     4,202
    Capital distributions                                  (128)                      (72)
    Accumulated losses                                 (208,229)                 (224,106)
                                                   ------------              ------------
                                                       (204,155)                 (219,976)
                                                   ------------              ------------

  Limited partners (21,566 Units at
      September 30, 1999 and December 31, 1998):
    Capital contributions (net of
      offering costs of $1,134,440)                   9,649,520                 9,649,520
    Capital distributions                              (462,706)                   (7,122)
    Accumulated losses                              (20,189,264)              (21,761,140)
                                                   ------------              ------------
                                                    (11,002,450)              (12,118,742)
                                                   ------------              ------------

    Total partners' deficit                         (11,206,605)              (12,338,718)
                                                   ------------              ------------

    Total liabilities and partners'
       deficit                                     $  1,999,849              $  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 Nine Months Ended
                                      September 30,                September 30,
                              ---------------------------   ---------------------------
                                  1999          1998          1999           1998
                                  ----          ----          ----           ----
<S>                          <C>                  <C>      <C>            <C>
Interest income               $     6,402          7,051    $   101,042    $    27,761
                              -----------    -----------    -----------    -----------

Expenses:
 Interest expense                 356,272        687,377      1,491,615      1,953,114
 General and
 administrative expense            32,672         32,903         99,030         92,095
                              -----------    -----------    -----------    -----------

Total expenses                    388,944        720,280      1,590,645      2,045,209
                              -----------    -----------    -----------    -----------

Loss before equity in
local limited
partnership operations           (382,542)      (713,229)    (1,489,603)    (2,017,448)

Equity in income of Local
 Limited Partnership
 Investments                        6,408         45,692         78,777         72,667
                              -----------    -----------    -----------    -----------

Net loss before
 Extraordinary items             (376,134)      (667,537)    (1,410,826)    (1,944,781)

Extraordinary items:
 Gain on sale of investment
  in Fiddler's Creek Apts          (2,054)            --      2,652,053             --
 Gain on sale of investment
  in Linden Park Associates       346,526             --        346,526             --
                              -----------    -----------    -----------    -----------

Net income (loss)             $   (31,662)   $  (667,537)   $ 1,587,753    $(1,944,781)
                              ===========    ===========    ===========    ===========
Units used in computing
Basic Net Loss per
Limited Partnership Unit           21,566         21,566         21,566         21,569
                              ===========    ===========    ===========    ===========

Basic Net loss per Limited
Partnership Unit before
extraordinary items           $    (17.27)   $    (30.64)   $    (64.76)   $    (89.26)
                              ===========    ===========    ===========    ===========


Basic net income (loss) per
Limited Partnership Unit      $     (1.45)   $    (30.64)   $     72.89    $    (89.26)
                              ===========    ===========    ===========    ===========

<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 Nine Months Ended
                                                                  September 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           (123,067)       (29,353)
  Interest received                                             19,287         15,896
                                                           -----------    -----------
    Net cash used by operating activities                      (97,298)       (12,891)
                                                           -----------    -----------
Cash Flows from financing activity:
   Capital distributions                                        (5,641)          (566)
   Principal and accrued interest received upon
      repayment of Linden Park Apartments notes
      receivable                                               241,048             --
                                                           -----------    -----------
   Net cash provided by (used in)financing activity            235,417           (566)

Cash Flows from extraordinary items:
  Cash proceeds from sale of investment in
   Fiddlers Creek Apartments                                   483,451             --
  Cash proceeds from sale of investment in
   Linden Park Associates                                      395,960             --
  Closing costs                                                (77,416)            --
  Capital Distributions to Limited Partners                   (449,999)            --
                                                           -----------    -----------

Net Cash provided by extraordinary items                       351,996             --
                                                           -----------    -----------
Net increase (decrease) in cash and cash equivalents           490,115        (13,457)
Cash and cash equivalents at:
  Beginning of period                                           42,284         65,685
                                                           -----------    -----------
  End of period                                            $   532,399    $    52,228
                                                           ===========    ===========

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

Net loss before extraordinary items                        $(1,410,826)   $(1,944,781)
Adjustments to reconcile net loss to net
  Cash used by operating activities:
    Share of income of local limited
      partnership investments                                  (78,777)       (72,667)
    Cash distributions from local limited
      Partnerships                                             251,371        187,183
    Interest expense added to purchase money
      notes, net of discount amortization                    1,462,940      1,784,672
    Interest income added to long-term
      notes receivable, net of discount
      amortization, and interest received                      (81,755)       (11,863)
    (Decrease) increase in:
      Accrued interest payable                                (216,213)       (18,178)
      Accounts payable to affiliates                            (9,498)        73,502
      Accounts payable                                          (1,040)         5,241
      Accrued expenses                                         (13,500)       (16,000)
                                                           -----------    -----------
    Net cash used by operating activities                  $   (97,298)   $   (12,891)
                                                           ===========    ===========
<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 September 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)
                                            September 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                  (3,511,532)         (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 Investments in Local
        Limited Partnerships                    (412,382)                 --
                                             -----------         -----------

Investments in Local Limited Partnerships    $ 1,467,450         $ 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 Nine Months Ended
                                                  September 30,
                                       -----------------------------------
                                            1999                 1998
                                            ----                 ----

Rental and other income                 $ 3,547,197           $ 4,109,287
Expenses:
    Operating expenses                    2,304,171             2,763,207
    Interest expense                        660,498               760,419
    Depreciation and amortization           647,948               733,473
                                        -----------           -----------
       Total expenses                     3,612,617             4,257,099
                                        -----------           -----------

Net loss                                $   (65,420)          $  (147,812)
                                        ===========           ===========

Partnership's share of net loss         $   (63,113)          $  (146,200)
                                        ===========           ===========

Other partners' share of net loss       $    (2,307)          $    (1,612)
                                        ===========           ===========

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

                                                    For the Nine Months Ended
                                                           September 30,
                                                  -----------------------------
                                                      1999           1998
                                                      ----           ----
Share of income in Local Limited
    Partnership Investments in the
    Partnership's Statement of Operations            $  78,777    $  72,667
Partnership's share of loss in the
    above summarized Statements of Operations          (63,113)    (146,200)
                                                     ---------    ---------
           Difference                                $ 141,890    $ 218,867
                                                     =========    =========

Partnership's unrecorded share of losses (income):
    Linden Park                                      $  54,521    $  60,819
    Briarwood Ltd.                                      17,409       23,720
    Briarwood II, Ltd.                                  10,666        5,528
    Pine Forest Apartments, Ltd.                        14,354       18,692
    Surry Manor                                         37,331       38,360
    Glendale Manor                                          --       20,653
Prior year loss carry forward applied
 against 1999 net income
    Meadowwood                                          (7,255)          --
    Glendale Manor                                      (4,138)          --
                                                     ---------    ---------
         Subtotal                                      122,888      167,772
Cash Distributions
 recorded as investment income                          19,002       51,095
                                                     ---------    ---------

        Total                                        $ 141,890    $ 218,867
                                                     =========    =========

                                   (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,   further   losses  were  suspended  and  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 nine
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  nine  months  ended   September  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              $37,023         $36,136
Partnership management fees             37,500          37,500

        As of September  30, 1999 and December  31,  1998,  accounts  payable to
affiliates totaling $163,773 and $173,271, respectively,  represent amounts owed
for  reimbursements  of  Partnership  administration  expenses  of  $84,002  and
$68,000,  respectively, and partnership management fees of $79,771 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 nine months ended September
30, 1999, as defined in Section 17 of the Partnership Agreement, is as follows:

Interest income per Statement of Operations                   $ 101,042

Less:  Interest income added to long-term notes
         receivable, net of discount amortization               (81,755)

       General and administrative expenses per
         Statement of Operations                                (99,030)
                                                              ---------

Cash from Operations, as defined                                (79,743)
                                                              ---------

Distributable Cash from Operations, as defined                $      --
                                                              =========

6.       Statement  of  Distributable  Cash from  Sales or  Refinancings  of the
         Partnerships Interests

        Cash  distributions  totaling $449,999 were made to the limited partners
on August 30,  1999 from the  proceeds  of the sale of  investments  in Fiddlers
Creek Apartments and Linden Park Associates. These distributions were calculated
as follows:

Cash Received                                                      $ 879,411

Less:  Withholding taxes due the State of North
         Carolina                                                   (242,100)

       Payments and reserves established for closing
         costs and operating expenses                               (187,312)
                                                                   ---------

Distributable Cash from Sales                                      $ 449,999
                                                                   =========

                                       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 July 15,  1999,  the  Partnership  sold its  interest  in Linden  Park
Associates in exchange for $395,960 in cash.  After  transaction  expenses,  the
Partnership  recognized  a gain  estimated  to be  $346,526  on the  sale of the
investment. Linden Park Associates Limited Partnership refinanced their existing
debt and also paid in full the principal and accrued and unpaid interest due the
Partnership  on  their  notes  totaling   $241,058.   In  accordance   with  the
Partnership's  agreement with the General Partner of Linden Park Associates (the
"Linden  GP")  these  funds  have  been  segregated  for use to pay the fees and
expenses due the Linden GP. The Linden GP was engaged in 1998 to assist with the
workout  or  liquidation  of the  Partnership's  portfolio.  If the  workout  or
liquidation  of  the  entire  portfolio  is  successfully  completed  all of the
segregated  funds will be paid to the Linden  GP. The  remaining  balance of the
segregated  funds was $166,802 as of September  30,  1999.  As of September  30,
1999,  the  consulting  fees paid to the Linden GP in respect of the  successful
sales of the  Partnership's  investment in Fiddlers Creek  Apartments and Linden
Park  Associates  totaled  $77,416.  In the  first  nine  months  of  1999,  the
Partnership also reimbursed the Linden GP for expenses incurred totaling $8,674.

       The  aggregate  outstanding  principal  amount of, and accrued and unpaid
interest on, the  outstanding  Purchase  Money Note ("PMN")  obligations  of the
Partnership,   as  of  September  30,  1999,  was  $13,186,884.   The  aggregate
outstanding  principal  amount  of the  Purchase  Money  Notes  reported  on the
Partnership's  Balance Sheet  ($12,974,717  at September  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 September 30,
1999  reflects  $2,624,966  in PMN  obligations  assumed by the purchaser of the
Partnership's  interest in Fiddlers  Creek  Apartments in the second  quarter of
1999.

         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.

                                       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

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.

        On  September  29,  1999  the  Purchase  Money  Notes   outstanding  for
Fuquay-Varina,  Oxford Homes and Williamston  Homes matured.  The Purchase Money
Notes outstanding for Compass West Apartments,  Meadowwod Ltd, Brierwood Ltd and
Pine Forest  matured on October 30, 1999.  These seven  Purchase Money Notes are
now in default. The Purchase Money Notes outstanding for Osuna Apartments mature
on November 27, 1999 and for Surry Manor and Glendale Manor on July 9, 2001.

         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  PMN's.  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.

        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
$148,485 plus the assumption of the PMN obligations. The sale of these interests
requires  consent  from all the related PMN  holders.  Such  consents  have been
requested.

       Management has also entered into an agreement with the general partner of
Compass  West  Apartments  to sell the  Partnership's  98%  limited  partnership
interest.  Pursuant to the terms of the agreement,  the  Partnership and Liberty
LGP would  receive  cash and notes  aggregating  $250,000 in exchange  for their
interests in Compass West. The  consideration  purchase price is to be allocated
between  Liberty  LGP and the  Partnership  as they  may  agree.  The  agreement
provides that the interest  transferred by the  Partnership  will continue to be
encumbered by the pledge securing the related PMN's and the Partnership does not
presently  anticipate that the PMN holders would receive any portion of the sale
proceeds.

                                       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

Unanimous  consent by the PMN holders is also required to sell these  interests.
Meetings with the PMN holders to discuss this transaction have been scheduled in
November 1999.

        Management  has proposed  that the general  partner of Osuna  Apartments
purchase the interests of the Partnership in Osuna  Apartments.  The Partnership
is seeking to reach  agreement  prior to the  maturity of the  related  PMN's on
November 27, 1999.

        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 the first 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 fourth quarter of 1999.

        No  assurance  can be  given  that  the  Partnership  will  be  able  to
successfully conclude any of the above transactions.

       At  September  30,  1999,  the   Partnership  had  total  cash  and  cash
equivalents of $532,399,  which  consisted of funds  segregated  pursuant to the
terms of the consulting  agreement  with the Linden GP of $166,802,  withholding
taxes due the State of North  Carolina  from the sale of investment in Fiddlers'
Creek  Apartments  of  approximately  $242,100,  and reserves of  $123,497.  The
reserves include $841 representing uncashed checks issued to certain PMN holders
for  interest  due under their  notes.  This amount is also  included in accrued
interest payable.

        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.

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  eleven  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
$1,410,826  in the first nine months of 1999 from  $1,944,781  in the first nine
months  of 1998.  In the  second  quarter  of  1999,  the  Partnership  sold its
investment in Fiddlers Creek Apartments.  The Partnership realized a net gain of
$2,652,053.

                                       13
<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 July 15, 1999 the  Partnership  sold its investment in Linden Park Associates
and realized a net gain of $346,526, determined as follows:

Cash received                                                      $ 395,960
Less: Consulting fees paid in connection with
      the disposition                                                (41,434)
Less: Legal fees                                                      (8,000)
                                                                   ---------
Gain on sale of investment in Linden Park Associates               $ 346,526
                                                                   =========

       The  Partnership's  interest income reflects interest earned on reserves,
interest  earned on the notes  receivable  and the reversal o f the  unamortized
discount.  Total  interest  income was  $101,042  and $27,761 for the first nine
months of 1999 and 1998,  respectively.  The  difference is primarily due to the
reversal the unamortized discount of $74,524.

       The  Partnership's  interest expense decreased to $1,491,615 in the first
nine  months  of 1999 from  $1,953,114  in the first  nine  months of 1998.  The
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  $78,777  in the first  nine  months of 1999 and  $72,667  in the first nine
months of 1998.

        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.

                                       14
<PAGE>


                                    Part II
                                Other Information

Item 3. Defaults Upon Senior Securities.

        On September 29, 1999 the PMN's  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 November  12,  1999,  the
aggregate arrearages under these notes amounted to $2,567,119.

        The PMN's  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
November  12,  1999,  the  aggregate  arrearages  under these notes  amounted to
$6,446,741.


Item 6. Exhibits and Reports on Form 8-K

       (a) Exhibits

       The following exhibits are filed with this reports:

         10.18    Agreement  to  Purchase  and  Sell  Partnership  Interests  in
                  Compass West Associates

         27       Financial Data Schedule (electronic copy only)

       (b) Reports on Form 8-K.

       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.  The  Form  8-K was  amended  on
September  28,  1999,  to  include  pro  forma  financial  information  for  the
Partnership, reflecting the disposition.

                                       15
<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:   11/12/99

                                       16