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, 2002


[ ] 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


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]


                                  Page 1 of 24


<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                                      INDEX

                                                                           Page
Part I:  Financial Information

Item 1.  Financial Statements:

         Statements of Net Assets in Liquidation, September 30, 2002 and
         December 31, 2001                                                    3

         Statements of Changes of Net Assets in Liquidation for the
         Nine months ended September 30, 2002 and September 30, 2001          4

         Notes to Financial Statements                                     5-12

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                    13-18

Item 3.  Quantitative and Qualitative Disclosure about Market Risk -
            Disclosure not applicable

Item 4.  Controls and Procedures                                             18

Part II: Other Information

Item 1.  Legal Proceedings                                                   19

Item 3.  Defaults Upon Senior Securities                                     19

Item 6.  Exhibits and Reports on Form 8-K                                    19




                                       2
<PAGE>
<TABLE>
<CAPTION>

                                     LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                                         (A Massachusetts Limited Partnership)

                                        STATEMENTS OF NET ASSETS IN LIQUIDATION




                                                                                   (Unaudited)            (Audited)
                                                                                  September 30,          December 31,
                                                                                       2002                  2001
                                                                                 --------------         -------------
<S>                                                                                 <C>                  <C>
Assets (Liquidation Basis):

    Cash and cash equivalents                                                        $439,467              $462,849
    Restricted cash                                                                        --                58,949
    Investments in Local Limited Partnerships                                           1,300               265,250
                                                                                     --------              --------
       Total Assets                                                                  $440,767              $787,048
                                                                                     ========              ========

Liabilities (Liquidation Basis):

    Purchase Money Notes and accrued interest liabilities                            $  1,300              $265,250
    Accounts payable to affiliates                                                    356,771               339,271
    Accounts payable                                                                        2                 1,000
    Accrued expenses                                                                   81,276               176,724
    Interest payable                                                                      841                   841
                                                                                     --------              --------
       Total liabilities                                                              440,190               783,086
                                                                                     --------              --------

Net Assets in Liquidation                                                            $    577              $  3,962
                                                                                     ========              ========


<FN>
                      The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                        3
<PAGE>
<TABLE>
<CAPTION>
                                        LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                                           (A Massachusetts Limited Partnership)

                                     STATEMENTS OF CHANGES OF NET ASSETS IN LIQUIDATION
                                                        (Unaudited)

                                                                                For the Nine                 For the Nine
                                                                                Months Ended                 Months Ended
                                                                                September 30,                September 30,
                                                                                    2002                         2001
                                                                                -------------                -------------

<S>                                                                             <C>                           <C>
Net Assets in liquidation at December 31, 2001 and 2000                          $   3,962                     $   2,358

Operating Activities
    Interest income                                                                  5,100                        14,174
    Purchase Money Note interest - (increase) decrease in
         accrual                                                                   263,950                          (319)
    Other operating expenses:
         Affiliates                                                                (17,500)                           --
         Other                                                                       9,015                       (11,161)
                                                                                 ---------                     ---------
          Sub-total operating activities                                           260,565                         2,694

Liquidating Activities
   Increase in investment in Local Limited Partnerships                                 --                           319

   Change in estimated liquidation value
      Estimated sales price                                                       (263,950)                           --
      Actual sales price                                                                --                           (15)
                                                                                 ---------                     ---------
            Sub-total liquidating activities                                      (263,950)                          304
                                                                                 ---------                     ---------


Net Assets in liquidation at September 30, 2002 and 2001                         $     577                     $   5,356
                                                                                 =========                     =========

<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)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.       Organization and Liquidation of the Partnership

Organization

         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").

Liquidation and Sale of Investments in Local Limited Partnerships

         In April 2002, the Partnership entered into agreements with the holders
of the Purchase Money Notes relating to Surry and Glendale assigning to them the
Partnership's 98% investor limited partnership interests in the respective Local
Limited Partnership in exchange for cancellation of the notes.

         On March 22, 2002,  the  Properties  owned by Brierwood and  Meadowwood
Apartments were sold to purchasers  affiliated with the local general partner in
these partnerships. These Partnerships were subsequently dissolved. The carrying
value of these  properties had been adjusted at December 31, 2001 to reflect the
actual sales transactions.

         On December 31,  2001,  the  Properties  owned by Brierwood II and Pine
Forest were sold to  purchasers  affiliated  with the local  general  partner in
these partnerships. These Partnerships were subsequently dissolved. The carrying
value of these  properties had been adjusted at December 31, 2000 to reflect the
actual sales transactions.

         On March 30, 2001,  the  Partnership  sold its 98% limited  partnership
interests in  Fuquay-Varina,  Oxford Homes and Williamston  Homes to the general
partner of these  partnerships or his affiliate for $148,485 plus the assumption
of the related  Purchase  Money Note  obligations.  The carrying  value of these
properties  had been  adjusted at December  31, 2000 to reflect the actual sales
transactions.

         In February 2000, the Partnership sold its interest in Osuna Apartments
Company and the holders of the Purchase  Money Notes  released  the  Partnership
from all liabilities in connection with the Notes. In July 1999, the Partnership
sold its interest in Linden Park Associates.  Linden Park Associates  refinanced
their  existing  debt and also paid in full the principal and accrued and unpaid
interest due the Partnership on their notes.  In May 1999, the Partnership  sold
its  interest  in  Fiddlers  Creek  Apartments  and the  purchaser  assumed  the
Partnership's obligations under the related Purchase Money Notes.

         The Linden GP was  engaged  in  September,  1998 to assist the  general
partner review the  Partnership's  portfolio,  develop a strategy for maximizing
the value of the portfolio and implementing the strategy. The agreement provided
for fees based on the successful  implementation  of all or part of the strategy
developed  paid  from  funds   segregated  at  the  time  of  the  sale  of  the
Partnership's  investment in Linden Park. In the first nine months of 2002,  the
Partnership paid consulting fees of $42,084 in respect of

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

                          NOTES TO FINANCIAL STATEMENTS

1. Organization and Plan of Liquidation of the Partnership, continued

Liquidation and Sale of Investments in Local Limited Partnerships, continued

the Brierwood II, Pine Forest, Brierwood,  Meadowwood,  Surry and Glendale Manor
Investments.  Interest  earned in the first nine months on these  funds  totaled
$240.  $17,105 of these funds was  transferred  to the  Partnership's  operating
account on July 2, 2002 and had been  reclassified  from restricted cash on June
30,  2002.  The  Linden GP waived  further  payment  of this  amount  under this
agreement.  In July 2002,  these bank  accounts  were closed and the  consulting
agreement ended.

In 2001,  the  Partnership  paid $71,723 in consulting  fees to the Linden GP in
respect of the successful sales of its interests in  Fuqua-Varina,  Oxford Homes
and  Williamston  Homes and fees totaling  $18,018 in respect of the  Austintown
investment.

         The  Partnership  entered  into an  agreement  with the  local  general
partner  of  Austintown  to  sell  the  Partnership's  98%  limited  partnership
interest,  subject,  among other things,  to the consent of the related Purchase
Money Note holders.  The  Partnership did not receive  unanimous  consent of the
Purchase  Money Note  holders  and the  agreement  expired on April 1, 2000.  On
September  15, 2000  certain of the  Purchase  Money Note  holders  commenced an
action in the Court of Common Pleas Mahoning County,  Ohio seeking,  among other
things,  to  foreclose  upon  the  Partnership's   pledge  of  its  98%  limited
partnership  interest  in  Austintown.  The  Partnership  did  not  contest  the
proceeding  and, on February 26, 2001, the Court entered a default  judgment and
order appointing a receiver to sell the Partnership's  interest in Austintown to
satisfy the  judgment.  On November  28, 2001,  Mr.  Manchi,  the local  general
partner of Austintown,  and his associate,  Mr. Baker,  were the highest bidders
for a portion of the limited  partnership  interest  (representing the portion -
approximately  94% of the  Partnership's  98% interest - securing certain of the
Purchase Money Notes) at public  auction by the receiver at the Mahoning  County
Courthouse.  Their bids totaled  $1,300.  A 25% deposit was required and paid by
Messrs.  Manchi and Baker. Their purchases will be finalized upon final approval
by the Department of Housing and Urban  Development  (HUD) to the sale,  Messrs.
Manchi and Baker furnishing a "sophisticated investor letter" and the payment of
the balance of the purchase price.  Management expects Messrs.  Manchi and Baker
to file with HUD in November 2002.  The sale proceeds,  after the costs of sale,
will be paid to the holders of the Purchase  Money Note for which the collateral
was sold.

         On July 10,  2002 a  complaint  was filed in the court of Common  Pleas
Mahoning County, Ohio by the Partnership and Austintown Associates, Ltd. against
the remaining  Purchase Money Note holders seeking to transfer the Partnership's
remaining Limited Partnership Interests in Austintown Associates, Ltd., the sole
collateral for these  non-recourse  notes, to the holders in satisfaction of the
Partnership's obligations to the holders. The complaint was withdrawn on October
1, 2002 as the local general  partner of Austintown and his associate  purchased
these remaining Purchase Money Notes.  Consequently,  the Partnership  considers
the  disposition  of its  interests  in  Austintown  to have been  substantially
concluded  and has therefore not reflected any flow through of income or loss in
Note 4.

         The  estimated  liquidation  value has been  adjusted to reflect  these
latest estimated  realizable values.  All conditions  necessary to recognize the
sale of the Partnership's interest had not been met as of September 30, 2002.

                                       6
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

1. Organization and Plan of Liquidation of the Partnership, continued

Liquidation and Sale of Investments in Local Limited Partnerships, continued

         The  carrying   values  of  the   investments   in  the  Local  Limited
Partnerships  and the Purchase  Money Notes and related  accrued  interest  were
adjusted to their  estimated fair values and settlement  amounts,  respectively,
upon adopting the liquidation basis of accounting (See Note 2).

         As discussed  above, the disposition of the  Partnership's  interest in
the remaining  Local Limited  Partnership,  Austintown,  is in progress.  If the
Partnership is successful in completely  disposing of its remaining  investment,
management  presently  intends to wind up the  Partnership's  operations  in the
fourth quarter of 2002.

         No  assurance  can be  given  that  the  Partnership  will  be  able to
successfully  conclude  any  of  the  above  transactions.   Consequently,   the
completion of the liquidation of the Partnership may be different than currently
anticipated.

         The net amount, if any, ultimately  available for distribution from the
liquidation of the Partnership  depends on many unpredictable  factors,  such as
the  amounts  realized  on  the  disposition  of  the  remaining  Local  Limited
Partnership  investment,  carrying costs of the assets prior to sale, settlement
of claims and commitments, the amount of revenue and expenses of the Partnership
until completely liquidated and other uncertainties.

2.       Significant Accounting Policies

Basis of Presentation

         In the  opinion of the  General  Partner,  the  accompanying  unaudited
financial  statements  contain all normal  recurring  adjustments  necessary  to
present  fairly the  financial  statements  of the  Partnership  for the periods
presented.  Changes of net assets in  liquidation  in any interim period are not
necessarily  indicative of the changes that may be expected for a full year. The
financial  statements  do  not  include  all  of the  information  and  footnote
disclosures  required by accounting  principles generally accepted in the United
States of America. These financial statements should be read in conjunction with
the Partnership's audited financial statements and notes thereto included in the
Partnership's annual report on Form 10-K for the year ended December 31, 2001.

Basis of Accounting

         Effective  December 31, 2000, the  Partnership  adopted the liquidation
basis of accounting.  Prior to that date, the  Partnership  recorded  results of
operations using the going concern basis of accounting.

         The accompanying statements of net assets in liquidation and statements
of  changes  of net  assets in  liquidation,  reflect  the  transactions  of the
Partnership utilizing liquidation  accounting concepts as required by accounting
principles  generally  accepted  in the  United  States  of  America.  Under the
liquidation basis of

                                       7
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS


2.       Significant Accounting Policies, continued

accounting,  assets  are stated at their  estimated  net  realizable  values and
liabilities are stated at their anticipated payable amounts.

         The valuation of assets and liabilities  necessarily requires estimates
and assumptions,  and there are uncertainties in carrying out the dissolution of
the  Partnership.  The  actual  values  upon  dissolution  and costs  associated
therewith could be higher or lower than the amounts recorded.

Investment in Local Limited Partnerships

         Investments  in  Local  Limited  Partnerships  at  September  30,  2002
consists of the investment in one Local Limited  Partnership  which is stated at
estimated liquidation value.

Use of Estimates

         The  preparation of financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the  financial  statements  and the reported  amounts of revenue and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

3.       Contingencies

         As of September  30, 2002 the  remaining  series of the Purchase  Money
Notes  was  in  default.   The  Purchase  Money  Notes  relating  to  Austintown
Associates, Ltd., matured on October 30, 1999.

         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.

         As  discussed in Note 1 above,  the  disposition  of the  Partnership's
interest in the  remaining  Local  Limited  Partnership  is in progress.  If the
Partnership is successful in completely  disposing of its remaining  investment,
management  presently  intends to wind up the  Partnership's  operations  in the
fourth quarter of 2002.

         No  assurance  can be  given  that  the  Partnership  will  be  able to
successfully  conclude  any  of  the  above  transactions.   Consequently,   the
completion of the liquidation of the Partnership may be different than currently
anticipated.


                                       8
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

3.       Contingencies, continued

         As  a  result  of  its  investment  in  the  remaining   Local  Limited
Partnership,  the  Partnership  is affected by certain  risks and  uncertainties
associated  with the  operations  of the  Property  owned by the  Local  Limited
Partnership.

         The  rents  of the  Property,  many of  which  receive  rental  subsidy
payments,  including  payments  under  Section 8 of Title II of the  Housing and
Community  Development  Act of 1974 ("Section 8"), are subject to specific laws,
regulations  and  agreements  with  federal  and  state  agencies.  The  subsidy
agreement  relating to the remaining  investment  expires in October 2004. 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.  In  February  2001,  HUD issued a new  Section 8 contract
renewal GuideBook, which replaced HUD notice 99-36.

         The GuideBook  provides project owners with several options for Section
8 contract renewals. The Local Limited Partnership will not be affected by these
guidelines until early 2004.

         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.

4.       Investments in Local Limited Partnerships

         The  Partnership  acquired  Local  Limited  Partnership   interests  in
thirteen Local Limited Partnerships which owned and operated government assisted
multi-family  housing  complexes.  As discussed in Note 1 above, the Partnership
has sold or otherwise  disposed of twelve of its investments as of September 30,
2002. The  Partnership,  as Investor  Limited Partner  pursuant to Local Limited
Partnership Agreements, acquired interests ranging from 94% to 98% in the profit
or losses from  operations and cash from operations of each of the Local Limited
Partnerships.

         As  discussed  above,  the  Partnership  is currently in the process of
liquidating  the  Partnership  and  disposing  of its  remaining  Local  Limited
Partnership  investment,  a process presently  estimated to continue through the
fourth quarter of 2002. No assurance can be given that  management  will be able
to  complete  its  liquidation  of  Partnership's  investments  within this time
period.

                                       9
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

4.       Investments in Local Limited Partnerships, continued

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

                                                                             (Unaudited)             (Audited)
                                                                            September 30,          December 31,
                                                                                2002                   2001
                                                                           --------------         --------------
<S>                                                                        <C>                     <C>
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                  (3,429,104)             (3,456,795)

Cash distributions received from Local Limited Partnerships                  (4,260,272)             (4,249,583)

Cash distributions received from Local  Limited
      Partnerships recognized as Investment Income                              106,607                  95,195

Sales of investments in Local Limited Partnerships                           (1,462,539)             (1,462,539)

Adjustment to reduce investments in Local Limited
      Partnerships to liquidation accounting basis                             (321,196)                (29,555)
                                                                            -----------             -----------

Investments in Local Limited Partnerships                                   $     1,300             $   265,250
                                                                            ===========             ===========
</TABLE>

                                       10
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


4.  Investments in Local Limited Partnerships, continued

         Summarized financial information from the combined financial statements
of the three and ten Local Limited  Partnerships in which the  Partnership  held
investments during the three months and nine months ended September 30, 2002 and
2001, respectively, are as follows:
<TABLE>
<CAPTION>
                 Summarized Statement of Operations (Unaudited)


                                                        For the Three Months Ended             For the Nine Months Ended
                                                               September 30,                          September 30,
                                                    --------------------------------         --------------------------------
                                                         2002               2001                  2002              2001
                                                    -------------     --------------         --------------------------------
<S>                                                 <C>               <C>                    <C>                <C>
Rental and other income                              $   388,404       $   621,347            $   998,795        $ 2,076,276
Expenses:
   Operating expenses                                    298,911           422,617                731,853          1,332,435
   Interest expense                                        5,697           108,672                 48,594            360,923
   Depreciation and amortization                          47,665           111,556                165,406            367,861
                                                     -----------       -----------            -----------        -----------
     Total expenses                                      352,273           642,845                945,853          2,061,219
                                                     -----------       -----------            -----------        -----------

 Net income (loss)                                        36,131           (21,498)                52,942             15,057
                                                     -----------       -----------            -----------        -----------

Partnership's share of net income (loss)                  36,131           (19,510)                53,161             17,728

Other partners' share
  of net income (loss)                               $        --       $    (1,988)           $      (219)       $    (2,671)
                                                     ===========       ===========            ===========        ===========

</TABLE>


                                       11
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                          (A Massachusetts Partnership)

                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


5.       Transactions with Affiliates

         In connection with the adoption of the liquidation basis of accounting,
an  adjustment  to record  estimated  liabilities  through  the  liquidation  of
$100,000  was recorded at December 31,  2000.  This amount  included  $50,000 of
partnership management fees and $50,000 of reimbursable administration expenses.
In the first  nine  months of 2002,  estimated  management  fees to the  General
Partner through  liquidation  were reduced by $27,500 compared to a reduction of
$45,000 in 2001 and estimated  administrative  expenses through liquidation were
reduced  by $2,000.  In the  second  quarter  of 2002,  management  revised  its
estimate of management  fees due and  increased  the  estimated  fees payable by
$17,500.  As a result,  the  original  estimate of  management  fees due through
liquidation has been reduced a net of $27,500. In the first nine months of 2002,
$17,500 of management  fees to the General  Partner were recognized and adjusted
the Net Assets in Liquidation.  In the first nine months of 2001,  there were no
management fees or reimbursable  expenses to the General Partner recognized.  At
September 30, 2002,  accounts payable to affiliates totaling $356,771 represents
amounts  owed for  reimbursements  of  Partnership  administrative  expenses and
management  fees of $209,500 and $147,271,  respectively.  At December 31, 2001,
accounts payable to affiliates  totaling  $339,271  represents  amounts owed for
reimbursements  of Partnership  administrative  expenses and management  fees of
$192,000 and $147,271, respectively.

6.       Statement of Distributable Cash from Operations

Distributable Cash From Operations for the nine months ended September 30, 2002
and 2001, as defined in Section 17 of the Partnership Agreement, is as follows:

                                                            2002         2001
                                                            ----         ----
Interest income                                         $   5,100     $  14,174

Plus: 2000 cash distributions to be received from
      Local Limited Partnerships, net of non-resident
      State withholding taxes                                  --            --

Less: 2001 interest payments on Purchase Money
      Notes to be paid out of 2000 cash
      distributions from Local Limited Partnerships            --            --

Less: General and administrative expenses                 (87,848)     (113,555)
                                                        ---------     ---------

Cash from Operations, as defined                          (82,748)      (99,381)
                                                        ---------     ---------

Distributable Cash from Operations, as defined          $       0     $       0
                                                        =========     =========



                                       12
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                          (A Massachusetts Partnership)

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

General

         Because of the progress  which had been made during 2000 in  connection
with the  Partnership's  efforts to liquidate  its portfolio of  investments  in
Local Limited Partnerships, effective December 31, 2000, the Partnership adopted
the  liquidation  basis of  accounting.  Prior  to that  date,  the  Partnership
recorded results of operations using the going concern basis of accounting.

         Under the liquidation  basis of accounting,  assets are stated at their
estimated net realizable  values and liabilities are stated at their anticipated
settlement amounts. The valuation of assets and liabilities necessarily requires
many  estimates and  assumptions,  and there are  substantial  uncertainties  in
carrying out the liquidation of the Partnership's assets. The actual values upon
liquidation  and costs  associated  therewith  could be higher or lower than the
amounts  recorded.  In connection  with the  liquidation,  the  Partnership  has
recorded an accrual for additional  expenses to reflect the  Partnership's  best
estimate of the costs associated with the liquidation.

Liquidity and Capital Resources

The Partnership

         The  Partnership  is liable for the amount of the Purchase  Money Notes
delivered  to purchase  its  interests  in the Local  Limited  Partnerships  (as
hereinafter described),  and for the Partnership's day-to-day administrative and
operating expenses.

         The   Partnership   acquired  its   interests  in  two  Local   Limited
Partnerships  for cash. The  Partnership  acquired its interests in eleven other
Local Limited Partnerships by delivery of cash, short-term promissory notes (all
of which have been paid in full) and purchase money  promissory notes which bear
interest at the rate of 9% per annum (the "Purchase  Money Notes").  The payment
of each Purchase Money Note is secured by a pledge of the Partnership's interest
in the Local Limited  Partnership  to which the note  relates.  Recourse on each
Purchase Money Note is limited to the pledged  partnership  interest.  Each note
had an initial  term of 15 to 17 years.  The  Partnership's  interests  in these
Local  Limited  Partnerships  were  pledged as  security  for the  Partnership's
obligations under the respective Purchase Money Notes.


         The terms of each Purchase Money Note permit  interest to accrue to the
extent cash  distributions  to the Partnership from the applicable Local Limited
Partnership are insufficient to enable the Partnership to pay the Purchase Money
Note on a current basis.  Generally,  the amount of such cash distributions have
not been  sufficient in any year to pay the full amount of interest  accrued for
that year on the Purchase  Money Notes.  The Purchase Money Notes do not require
payment of any portion of the principal amount of the note prior to



                                       13
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                          (A Massachusetts Partnership)

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

Liquidity and Capital Resources, continued

The Partnership, continued

maturity  (except  that the  Purchase  Money  Notes  require  immediate  payment
following  a  default  (as  defined  therein)  by the  Partnership  thereunder).
Accordingly,  each Purchase Money Note requires a substantial balloon payment at
maturity.   In  connection  with  the  adoption  of  the  liquidation  basis  of
accounting,  the value shown for the  Purchase  Money Notes was  adjusted to the
anticipated settlement amount.

         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 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  September  30, 2002,  the  remaining  series of the Purchase  Money
Notes, relating to Austintown Associates, Ltd., had matured and were in default.
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.

         In April 2002, the Partnership entered into agreements with the holders
of the Purchase Money Notes relating to Surry and Glendale assigning to them the
Partnership's 98% investor limited partnership interests in the respective Local
Limited Partnership in exchange for cancellation of the notes.

         On March 22, 2002,  the  Properties  owned by Brierwood and  Meadowwood
Apartments were sold to purchasers  affiliated with the local general partner in
these partnerships. These Partnerships were subsequently dissolved. The carrying
value of these  properties had been adjusted at December 31, 2001 to reflect the
actual sales transactions.

         On December 31,  2001,  the  Properties  owned by Brierwood II and Pine
Forest were sold to  purchasers  affiliated  with the local  general  partner in
these partnerships. These Partnerships were subsequently dissolved. The carrying
value of these  properties had been adjusted at December 31, 2000 to reflect the
actual sales transactions.

         On March 30, 2001,  the  Partnership  sold its 98% limited  partnership
interests in  Fuquay-Varina,  Oxford Homes and Williamston  Homes to the general
partner of these  partnerships or his affiliate for $148,485 plus the assumption
of the related  Purchase  Money Note  obligations.  The carrying  value of these
properties  had been  adjusted at December  31, 2000 to reflect the actual sales
transactions.


                                       14
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                          (A Massachusetts Partnership)

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

Liquidity and Capital Resources, continued

The Partnership, continued

         In May 1999,  the  Partnership  sold its  interest  in  Fiddlers  Creek
Apartments and the purchaser  assumed the  Partnership's  obligations  under the
related Purchase Money Notes. In July 1999, the Partnership sold its interest in
Linden Park  Associates.  Linden Park Associates  refinanced their existing debt
and also paid in full the  principal  and  accrued and unpaid  interest  due the
Partnership on their notes. In February 2000, the Partnership  sold its interest
in Osuna Apartments Company and the holders of the Purchase Money Notes released
the Partnership from all liabilities in connection with the Notes.

         The  Partnership  entered  into an  agreement  with the  local  general
partner  of  Austintown  to  sell  the  Partnership's  98%  limited  partnership
interest,  subject,  among other things,  to the consent of the related Purchase
Money Note holders.  The  Partnership did not receive  unanimous  consent of the
Purchase  Money Note  holders  and the  agreement  expired on April 1, 2000.  On
September  15, 2000  certain of the  Purchase  Money Note  holders  commenced an
action in the Court of Common Pleas Mahoning County,  Ohio seeking,  among other
things,  to  foreclose  upon  the  Partnership's   pledge  of  its  98%  limited
partnership  interest  in  Austintown.  The  Partnership  did  not  contest  the
proceeding  and, on February 26, 2001, the Court entered a default  judgment and
order appointing a receiver to sell the Partnership's  interest in Austintown to
satisfy the  judgment.  On November  28, 2001,  Mr.  Manchi,  the local  general
partner of Austintown,  and his associate,  Mr. Baker,  were the highest bidders
for a portion of the limited  partnership  interest  (representing the portion -
approximately  94% of the  Partnership's  98% interest - securing certain of the
Purchase Money Notes) at public  auction by the receiver at the Mahoning  County
Courthouse.  Their bids totaled  $1,300.  A 25% deposit was required and paid by
Messrs.  Manchi and Baker. Their purchases will be finalized upon final approval
by the Department of Housing and Urban  Development  (HUD) to the sale,  Messrs.
Manchi and Baker furnishing a "sophisticated investor letter" and the payment of
the balance of the purchase price.  Management expects Messrs.  Manchi and Baker
to file with HUD in November,  2002. The sale proceeds, after the costs of sale,
will be paid to the holders of the Purchase  Money Note for which the collateral
was sold.

         On July 10,  2002 a  complaint  was filed in the court of Common  Pleas
Mahoning County, Ohio by the Partnership and Austintown Associates, Ltd. against
the remaining  Purchase Money Note holders seeking to transfer the Partnership's
remaining Limited Partnership Interests in Austintown Associates, Ltd., the sole
collateral for these  non-recourse  notes, to the holders in satisfaction of the
Partnership's obligations to the holders. The complaint was withdrawn on October
1, 2002 as the local general  partner of Austintown and his associate  purchased
these remaining Purchase Money Notes.  Consequently,  the Partnership  considers
the  disposition  of its  interests  in  Austintown  to have been  substantially
concluded  and has therefore not reflected any flow through of income or loss in
Note 4.

         The  estimated  liquidation  value has been  adjusted to reflect  these
latest estimated  realizable values.  All conditions  necessary to recognize the
sale of the Partnership's interest had not been met as of September 30, 2002.


                                       15
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                          (A Massachusetts Partnership)

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

Liquidity and Capital Resources, continued

The Partnership, continued

         As discussed  above,  the  disposition of the  Partnership's  remaining
Local Limited  Partnership  investment  is in progress.  If the  Partnership  is
successful  in  completely  disposing of its  remaining  investment,  management
presently intends to wind up the Partnership's  operations in the fourth quarter
of 2002.

         No  assurance  can be  given  that  the  Partnership  will  be  able to
successfully  conclude  any  of  the  above  transactions.   Consequently,   the
completion of the liquidation of the Partnership may be different than currently
anticipated.

         The net amount, if any, ultimately  available for distribution from the
liquidation of the Partnership  depends on many unpredictable  factors,  such as
the  amounts  realized  on  the  disposition  of  the  remaining  Local  Limited
Partnership  investment,  carrying costs of the assets prior to sale, settlement
of claims and commitments, the amount of revenue and expenses of the Partnership
until completely liquidated and other uncertainties.

         In light of the  Partnership's  adoption  of the  liquidation  basis of
accounting,  the  Partnership's  net asset values as of  September  30, 2002 and
December 31, 2001 reflect the net realizable values for the Investments in Local
Limited  Partnerships  after giving effect to the  estimated  closing costs upon
sale or disposal of the  investments.  In addition,  an estimated  liability was
recorded for  estimates of costs to be incurred in carrying out the  dissolution
and liquidation of the  Partnership.  These costs include  estimated legal fees,
accounting fees, tax return preparation and partnership  administration.  Actual
costs could vary  significantly  from these estimated costs due to uncertainties
related  to the  length  of  time  required  to  complete  the  liquidation  and
dissolution  of the  Partnership  and  unanticipated  events  which may arise in
disposing of the Partnership's remaining assets.

         At  September  30,  2002,  the  Partnership  had  total  cash  and cash
equivalents  of  $439,647  as  compared  to total cash at  December  31, 2001 of
$521,798, which included restricted cash of $58,949. Restricted cash was reduced
to zero as the result of costs paid  relating  to the sale of the  Partnership's
investments totaling $42,084, interest earned of $240 and the balance of $17,105
transferred to cash reserves.

         Accounts payable and accrued expenses  decreased  $96,446 to a total of
$81,278 at September 30, 2002 from  $177,724 at December 31, 2001.  The decrease
was the  result  of  payment  of  consulting  fees  relating  to the sale of the
Partnership's  investments  of $42,084,  the  reduction  of $17,105 in estimated
consulting fees, accrued audit fees paid totaling $30,650,  transfers agent fees
paid totaling $9,000,  net of a $3,000 increase in accrual and a net increase in
other operating costs of $607.


                                       16
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                          (A Massachusetts Partnership)

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

Liquidity and Capital Resources, continued

The Partnership, continued

         Accounts  payable  to  affiliates  increased  by  $17,500 to a total of
$356,771 at September 30, 2002 from $339,271 at December 31, 2001.  The increase
was a result of management's  change in the estimate of administrative  expenses
and management fees to be reimbursed. Management revised its estimate during the
second quarter of 2002.

 The Local Limited Partnerships

         The  rents of the  Properties,  many of which  receive  rental  subsidy
payments,  including  payments  under  Section 8 of Title II of the  Housing and
Community  Development  Act of 1974 ("Section 8"), are subject to specific laws,
regulations  and  agreements  with  federal  and  state  agencies.  The  subsidy
agreement  on the  remaining  investment  expires  in  October  2004.  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.  In  February  2001,  HUD  issued a new  Section 8  contract  renewal
GuideBook, which replaced HUD notice 99-36.

         The GuideBook  provides project owners with several options for Section
8 contract renewals. The Local Limited Partnership which has Section 8 contracts
will not be affected by these guidelines until early 2004.

         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.

         The Local  Limited  Partnerships  are  impacted by inflation in several
ways.  Inflation  allows for increases in rental rates generally  reflecting the
impact of higher  operating and  replacement  costs.  Inflation also affects the
Local  Limited  Partnerships  adversely by  increasing  operating  costs such as
utilities and salaries.

         As discussed  above,  the  disposition of the  Partnership's  remaining
Local Limited  Partnership  investment  is in progress.  If the  Partnership  is
successful  in  completely  disposing of its  remaining  investment,  management
presently intends to wind up the Partnership's  operations in the fourth quarter
of 2002.

                                       17
<PAGE>
                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                          (A Massachusetts Partnership)

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

Liquidity and Capital Resources, continued

Partnership Operations

         Because the Partnership  adopted the  liquidation  basis of accounting,
the results of  operations  for the three  months and nine month  periods  ended
September  30, 2002 are not  presented.  Instead,  the  Partnership's  operating
results  have been  reflected  on the  statement  of  changes  of net  assets in
liquidation  and reflect  changes from the  estimated net  realizable  values of
assets and anticipated payable amounts of liabilities previously recorded.

         Net assets in liquidation  decreased to $577 at September 30, 2002 from
$3,962 at December 31, 2001. The change was the result of operating  activities,
an increase in accounts  payable and accrued expenses  totaling  $8,485,  net of
interest income earned of $5,100.  Both the  liquidation  values and the related
Purchase Money Note  Obligations  for Surry and Glendale Manor were reduced from
$263,950 to zero in the first quarter of 2002.

         Net assets in  liquidation  increased to $5,356 at  September  30, 2001
from  $2,358 at  December  31,  2000.  The  change was  primarily  the result of
operating  activities,  interest  income earned of $14,174 net of an increase in
accounts payable and accrued expenses totaling $11,161.


Item 4. Controls and Procedures

         Under the  supervision  and with the  participation  of our management,
including  our chief  executive  officer and chief  financial  officer,  we have
evaluated  the  effectiveness  of the design and  operations  of our  disclosure
controls  and  procedures  within 90 days of the filing  date of this  quarterly
report,  and, based on their  evaluation,  our chief executive officer and chief
financial  officer  have  concluded  that  these  controls  and  procedures  are
effective.  There were no  significant  changes in our  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

         Disclosure   controls  and   procedures  are  our  controls  and  other
procedures that are designed to ensure that information required to be disclosed
by us in the reports  that we file or submit under the Exchange Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed by us in the reports that we
file under the Exchange Act is accumulated  and  communicated to our management,
including  our  chief  executive  officer  and  chief  financial   officer,   as
appropriate to allow timely decisions regarding required disclosure.


                                       18
<PAGE>

                                     PART II
                                Other Information

Item 1. Legal Proceedings.

On July 10, 2002 a complaint for declaratory  judgment was filed in the court of
Common Pleas Mahoning County, Ohio by the Partnership and Austintown Associates,
Ltd.  against the holders of the  remaining  Purchase  Money Note secured by the
Partnership's interest in Austintown  Associates,  Ltd., seeking to transfer the
Partnership's  remaining Limited Partnership Interests in Austintown Associates,
Ltd.,  the sole  collateral  for these  non-recourse  notes,  to the  holders in
satisfaction of the Partnership's obligations to the holders. This complaint was
withdrawn on October 1, 2002 as the local general  partner of Austintown and his
associate purchased these remaining Purchase Money Notes.

Item 3.  Defaults Upon Senior Securities.

         As of September  30, 2002 the  remaining  series of the Purchase  Money
Notes  were  in  default.  The  Purchase  Money  Notes  relating  to  Austintown
Associates, Ltd., matured on October 30, 1999. The amounts due at maturity under
these non-recourse  obligations  consisted of $1,600,000 in aggregate  principal
amount and  $2,000,067 in accrued and unpaid  interest.  As of October 31, 2002,
the aggregate  arrearages  under the Purchase Money Notes relating to Austintown
Associates amounted to $4,027,437.

Item 6:  Exhibits and Reports Form 8-K

         a)       The following exhibits are included herewith;

                  99.1  Certification  Pursuant to 18 U.S.C.  Section,  1350, as
                  adopted pursuant to section 906 of the  Sarbanes-Oxley  Act of
                  2002 of the Chief Executive  Officer of the general partner of
                  the Partnership.

                  99.2  Certification  Pursuant to 18 U.S.C.  Section,  1350, as
                  adopted pursuant to section 906 of the  Sarbanes-Oxley  Act of
                  2002 of the Chief Financial  Officer of the general partner of
                  the Partnership.




                                       19
<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:  November 13, 2002


                                       20
<PAGE>

                                 CERTIFICATIONS


I, Michael Stoller,  chief executive officer of TNG Properties Inc., the general
partner of Liberty Housing Partners Limited Partnership, certify that:

1.       I have reviewed this quarterly  report on Form 10-Q of Liberty  Housing
         Partners Limited Partnership;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such statement  were made,  not misleading  with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant we
         have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b.       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c.       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


    Date: November 13,  2002


                                          /s/ Michael Stoller
                                          Michael Stoller
                                          Chief Executive Officer

                                       21
<PAGE>

I, Wilma Brooks,  chief  financial  officer of TNG Properties  Inc., the general
partner of Liberty Housing Partners Limited Partnership, certify that:

1.       I have reviewed this quarterly  report on Form 10-Q of Liberty  Housing
         Partners Limited Partnership;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such statement  were made,  not misleading  with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant we
         have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated subsiudiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b.       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

c.       presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


    Date: November 13,  2002


                                          /s/ Wilma Brooks
                                          Wilma Brooks
                                          Chief Financial Officer

                                       22