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

                                    FORM 10-Q


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


For the period ended     March 31, 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


                                  Page 1 of 20
<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, March 31, 2002 and
         December 31, 2001                                                    3

        Statements of Changes of Net Assets in Liquidation for the
         Three months ended March 31, 2002 and March 31, 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

Part II: Other Information

Item 3.  Defaults Upon Senior Securities                                     19



                                       2
<PAGE>
<TABLE>
<CAPTION>

                                            LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                                               (A Massachusetts Limited Partnership)

                                              STATEMENTS OF NET ASSETS IN LIQUIDATION



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

    Cash and cash equivalents                                                              $463,539                   $ 462,849
    Restricted cash                                                                          49,641                      58,949
    Investments in Local Limited Partnerships                                                 1,300                     265,250
                                                                                 ---------------------       ---------------------
       Total Assets                                                                         $514,480                   $ 787,048
                                                                                 =====================       =====================

Liabilities (Liquidation Basis):

    Purchase Money Notes and accrued interest liabilities                                   $ 1,300                   $ 265,250
    Accounts payable to affiliates                                                          339,271                     339,271
    Accounts payable                                                                          6,770                       1,000
    Accrued expenses                                                                        164,417                     176,724
    Interest payable                                                                            841                         841
                                                                                 ---------------------       ---------------------
       Total liabilities                                                                    512,599                     783,086
                                                                                 ---------------------       ---------------------

Net Assets in Liquidation                                                                  $  1,881                    $  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 Three               For the Three
                                                                                     Months Ended                Months Ended
                                                                                    March 31, 2002              March 31, 2001
                                                                                    --------------              --------------

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

Operating Activities
    Interest income                                                                       1,810                       4,882
    Purchase Money Note interest - (increase) decrease in
         accrual                                                                        263,950                        (319)
    Other operating expenses:
      Affiliates                                                                             --                          --
      Other                                                                              (3,891)                     (2,115)
                                                                                    --------------              --------------
          Sub-total operating activities                                                261,869                       2,448

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 March 31, 2002 and 2001                                  $   1,881                   $   5,110
                                                                                    ==============              ==============


<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

         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 provides
for fees based on the successful  implementation  of all or part of the strategy
developed  which will be paid from funds  segregated  at the time of the sale of
the  Partnership's  investment  in Linden  Park.  The  remaining  balance of the
segregated funds was $49,641 as of March 31, 2002. In the first quarter of 2002,
the  Partnership  paid $9,427 in consulting  fees to the Linden GP in respect of
the Brierwood II and Pine Forest  investments and accrued fees due the Linden GP
totaling  $15,707 in respect of the Brierwood  and  Meadowwood  investments.  In
2001, the Partnership paid $71,723 in consulting fees to the Linden GP in

                                       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

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 to the sale,  Messrs.  Manchi
and Baker  furnishing a  "sophisticated  investor letter" and the payment of the
balance of the purchase price. 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.  Management  understands  that Mr. Manchi has been negotiating to purchase
the remaining  Purchase  Money Notes and expects  that, if he acquires  them, he
will  exchange  them for the balance of the limited  partnership  interest.  The
Partnership will recognize the disposition of its limited  partnership  interest
as the sales are finalized. 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 have not been met as of March
31, 2002.

         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.

         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
third quarter of 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

         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 statement
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  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.

                                       7
<PAGE>

                  LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
                      (A Massachusetts Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

2.       Significant Accounting Policies, continued

Investment in Local Limited Partnerships

         Investments in Local Limited  Partnerships at March 31, 2002 consist of
investments  in three Local Limited  Partnerships  which are 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 March 31, 2002 all three  remaining  series of the Purchase Money
Notes  were  in  default.  The  Purchase  Money  Notes  relating  to  Austintown
Associates,  Glendale Manor and Surry Manor matured on October 30, 1999,  August
29, 2000 and July 9, 2001, respectively. In April 2002, the Purchase Money Notes
relating  to Surry  and  Glendale  Manor  were  cancelled  in  exchange  for the
Partnership's 98% investor limited partnership interests in these partnerships.

         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
third 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 investments in the Local Limited  Partnerships,  the
Partnership is affected by certain risks and  uncertainties  associated with the
operations of the Properties owned by 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  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 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.

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 ten of its  investments  as of March 31, 2002
and  two  investments  were   subsequently   disposed  of  in  April  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  investment in the
Local Limited  Partnerships,  a process presently  estimated to continue through
the third  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)
                                                                            March 31,              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                (3,425,886)             (3,456,795)

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

Cash distributions received from Local  Limited
        Partnerships recognized as Investment Income                           95,918                  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                                   (324,414)                (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 ended March 31, 2002 and 2001, respectively,
are as follows:

                 Summarized Statement of Operations (Unaudited)


                                                    For the Three Months Ended
                                                           March 31,
                                                  ------------------------------
                                                      2002               2001
                                                  ----------         -----------

Rental and other income                           $ 409,592           $ 833,773
Expenses:
   Operating expenses                               282,286             523,887
   Interest expense                                  37,200             143,579
   Depreciation and amortization                     70,077             144,749
                                                  ---------           ---------
     Total expenses                                 389,563             812,215
                                                  ---------           ---------

 Net income (loss)                                   20,029              21,558
                                                  ---------           ---------

Partnership's share of net income (loss)             20,247              21,856
                                                  ---------           ---------

Other partners' share
  of net income (loss)                                 (218)               (298)
                                                  ---------           ---------


                                       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 2001,  estimated  management fees to the General Partner through  liquidation
were  reduced  by  $45,000  and  estimated   administrative   expenses   through
liquidation were reduced by $2,000.  In the first three months of 2002 and 2001,
there were no management  fees or  reimbursable  expenses to the General Partner
recognized.  At March 31,  2002 and  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 three months ended March 31,
2002 and 2001,  as defined in Section  17 of the  Partnership  Agreement,  is as
follows:
<TABLE>
<CAPTION>
                                                                       2002            2001
                                                                       ----            ----
<S>                                                                <C>             <C>

Interest income                                                     $    1,810      $    4,882

Plus:  2000 cash distributions to be received from
       Local Limited Partnerships, net of non-resident
       State withholding taxes                                            --            39,333

Less:  2001 interest payments on Purchase Money
       Notes to be paid out of 2000 cash
       distributions from Local Limited Partnerships                      --           (39,333)

Less:  General and administrative expenses                             (12,656)        (40,231)
                                                                    ----------      ----------

Cash from Operations, as defined                                       (10,846)        (35,349)
                                                                    ----------      ----------

Distributable Cash from Operations, as defined                      $        0      $        0
                                                                    ==========      ==========
</TABLE>

                                       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.



                                       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

         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  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 March 31, 2002,  all three  remaining  series of the Purchase  Money
Notes,  relating to Austintown  Associates,  Glendale Manor Apartments and Surry
Manor,  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  Purchase
Money Notes  relating to Surry and Glendale  Manor were canceled in exchange for
the Partnership's 98% investor limited  partnership  interests in the respective
partnership.

         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.

                                       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

         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 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 to the sale,  Messrs.  Manchi
and Baker  furnishing a  "sophisticated  investor letter" and the payment of the
balance of the purchase price. 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.  Management  understands  that Mr. Manchi has been negotiating to purchase
the remaining  Purchase  Money Notes and expects  that, if he acquires  them, he
will  exchange  them for the balance of the limited  partnership  interest.  The
Partnership will recognize the disposition of its limited  partnership  interest
as the sales are finalized. 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 have not been met as of March
31, 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

         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  interest in the respective Local
Limited Partnership in exchange for cancellation of the notes.

         As discussed  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 third 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 March 31, 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 March 31, 2002, the Partnership had total cash and cash  equivalents
of $513,180  including cash reserves of $463,539 and restricted  cash of $49,641
as compared  to total cash at December  31,  2001 of  $521,798,  including  cash
reserves of $462,849 and restricted  cash of $58,949.  Restricted cash decreased
as a result of costs paid relating to the sale of the Partnership's investments.

         Accounts  payable and accrued  expenses  decreased $6,537 to a total of
$171,187 at March 31, 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 $9,427 net of an increase in other operating costs
of $2,890.

                                       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 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 it's the Partnership's 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 third quarter of 2002.

Partnership Operations

         Because the Partnership  adopted the liquidation basis of accounting on
December 31, 2000,  the results of  operations  for the three month period ended
March 31, 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 $1,881 at March 31, 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  $3,891 net of
interest income earned of $1,810.  Both the  liquidation  values and the related
Purchase Money Note  Obligations  for Surry and Glendale Manor were reduced from
$263,930 to zero.

                                       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, continued

         Net assets in  liquidation  increased  to $5,110 at March 31, 2001 from
$2,358 at December 31, 2000.  The change was  primarily  the result of operating
activities,  interest  income  earned of $4,882 net of an  increase  in accounts
payable and accrued expenses totaling $2,115.











                                       18
<PAGE>



                                     PART II
                                Other Information

Item 3.  Defaults Upon Senior Securities.

         As of March 31, 2002 all three  remaining  series of the Purchase Money
Notes  were  in  default.  The  Purchase  Money  Notes  relating  to  Austintown
Associates,  Glendale Manor and Surry Manor matured on October 30, 1999,  August
29, 2000 and July 9, 2001, respectively. The amounts due at maturity under these
non-recourse  obligations  consisted of $2,410,000 in aggregate principal amount
and  $2,645,708.  in accrued and unpaid  interest.  In April 2002,  the Purchase
Money Notes  relating to Surry and Glendale  Manor were canceled in exchange for
the   Partnership's  98%  investor  limited   partnership   interests  in  these
partnerships.  As of May 15, 2002, the aggregate  arrearages  under the Purchase
Money Notes relating to Austintown Associates amounted to $3,973,437.




                                       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:  May 13, 2002