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 quarterly period ended March 31, 2008





[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934





For the transition period from _________to _________



Commission file number 0-14578





HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

(Exact name of registrant issuer as specified in its charter)



|                                |                     
|------------------------------- | --------------------
|Massachusetts                   | 04-2825863          
|(State or other jurisdiction of | (I.R.S. Employer    
|incorporation or organization)  | (Identification No.)



|                                        
|----------------------------------------
|55 Beattie Place, P.O. Box 1089         
|Greenville, South Carolina  29602       
|(Address of principal executive offices)
|                                        
|(864) 239-1000                          
|(Registrant's telephone number)         





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                        |                              
|----------------------------------------------------------------------- | -----------------------------
|Large accelerated filer [ ]                                             | Accelerated filer [ ]        
|Non-accelerated filer [ ]
(Do not check if a smaller reporting company) | Smaller reporting company [X]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No  X_













PART I  FINANCIAL INFORMATION





ITEM 1.

FINANCIAL STATEMENTS





HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP



BALANCE SHEETS

(in thousands, except unit data)



|                                          |             |             
|----------------------------------------- | ----------- | ------------
|                                          | March 31,   | December 31,
|                                          | 2008        | 2007        
|                                          | (Unaudited) | (Note)      
|Assets                                    |             |             
|Cash and cash equivalents                 | $   437     | $   309     
|Receivables and deposits                  | 99          | 102         
|Other assets                              | 141         | 109         
|Investment property:                      |             |             
|Land                                      | 621         | 621         
|Buildings and related personal property   | 10,605      | 10,599      
|                                          | 11,226      | 11,220      
|Less accumulated depreciation             | (8,821)     | (8,705)     
|                                          | 2,405       | 2,515       
|                                          | $3,082      | $3,035      
|                                          |             |             
|Liabilities and Partners' Deficit         |             |             
|Liabilities                               |             |             
|Accounts payable                          | $    67     | $    10     
|Tenant security deposit liabilities       | 91          | 86          
|Accrued property taxes                    | 358         | 285         
|Other liabilities                         | 126         | 163         
|Mortgage note payable                     | 4,361       | 4,411       
|                                          | 5,003       | 4,955       
|                                          |             |             
|Partners' Deficit                         |             |             
|General partner                           | (173)       | (173)       
|Limited partners (15,693 units issued and |             |             
|outstanding)                              | (1,748)     | (1,747)     
|                                          | (1,921)     | (1,920)     
|                                          | $3,082      | $3,035      



Note:

The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.





See Accompanying Notes to Financial Statements













HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP



STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)







|                                                      |                    |        
|----------------------------------------------------- | ------------------ | -------
|                                                      | Three Months Ended
|                                                      | March 31,         
|                                                      | 2008               | 2007   
|Revenues:                                             |                    |        
|Rental income                                         | $   451            | $   565
|Other income                                          | 36                 | 38     
|Total revenues                                        | 487                | 603    
|                                                      |                    |        
|Expenses:                                             |                    |        
|Operating                                             | 167                | 150    
|General and administrative                            | 42                 | 45     
|Depreciation                                          | 116                | 112    
|Property taxes                                        | 73                 | 75     
|Interest                                              | 90                 | 93     
|Total expenses                                        | 488                | 475    
|                                                      |                    |        
|Net (loss) income                                     | $(1)               | $128   
|                                                      |                    |        
|Net (loss) income allocated to general partner (2%)   | $    --            | $     3
|Net (loss) income allocated to limited partners (98%) | (1)                | 125    
|                                                      | $(1)               | $128   
|                                                      |                    |        
|Net (loss) income per limited partnership unit        | $  (.06)           | $7.97  
|                                                      |                    |        





See Accompanying Notes to Financial Statements













HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP



STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)







|                               |             |          |          |         
|------------------------------ | ----------- | -------- | -------- | --------
|                               | Limited     |          |          |         
|                               | Partnership | General  | Limited  |         
|                               | Units       | Partner  | Partners | Total   
|                               |             |          |          |         
|Original capital contributions | 15,698      | $--      | $15,698  | $15,698 
|                               |             |          |          |         
|Partners' deficit at           |             |          |          |         
|December 31, 2007              | 15,693      | $  (173) | $(1,747) | $(1,920)
|                               |             |          |          |         
|Net loss for the three months  |             |          |          |         
|ended March 31, 2008           | --          | --       | (1)      | (1)     
|                               |             |          |          |         
|Partners' deficit at           |             |          |          |         
|March 31, 2008                 | 15,693      | $(173)   | $(1,748) | $(1,921)
|                               |             |          |          |         





See Accompanying Notes to Financial Statements













HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP



STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)





|                                                       |                    |        
|------------------------------------------------------ | ------------------ | -------
|                                                       | Three Months Ended
|                                                       | March 31,         
|                                                       | 2008               | 2007   
|Cash flows from operating activities:                  |                    |        
|Net (loss) income                                      | $    (1)           | $   128
|Adjustments to reconcile net (loss) income to net cash |                    |        
|provided by operating activities:                      |                    |        
|Depreciation                                           | 116                | 112    
|Amortization of loan costs                             | 1                  | 1      
|Change in accounts:                                    |                    |        
|Receivables and deposits                               | 3                  | (6)    
|Other assets                                           | (33)               | (18)   
|Accounts payable                                       | 57                 | 7      
|Tenant security deposit liabilities                    | 5                  | 10     
|Accrued property taxes                                 | 73                 | 75     
|Other liabilities                                      | (37)               | 28     
|Net cash provided by operating activities              | 184                | 337    
|                                                       |                    |        
|Cash flows used in investing activities:               |                    |        
|Property improvements and replacements                 | (6)                | (21)   
|                                                       |                    |        
|Cash flows used in financing activities:               |                    |        
|Payments on mortgage note payable                      | (50)               | (47)   
|                                                       |                    |        
|Net increase in cash and cash equivalents              | 128                | 269    
|                                                       |                    |        
|Cash and cash equivalents at beginning of period       | 309                | 385    
|                                                       |                    |        
|Cash and cash equivalents at end of period             | $437               | $654   
|                                                       |                    |        
|Supplemental disclosure of cash flow information:      |                    |        
|Cash paid for interest                                 | $89                | $93    





See Accompanying Notes to Financial Statements











HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP



NOTES TO FINANCIAL STATEMENTS

(Unaudited)



Note A  Basis of Presentation



The accompanying unaudited financial statements of HCW Pension Real Estate Fund Limited Partnership (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  The General Partner of the Partnership is HCW General Partner Ltd., whose sole general partner is IH, Inc. (the "Managing General Partner"). In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2008, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2008. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. The General Partner and Managing General Partner are both affiliates of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.



Recent Accounting Pronouncements



In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which deferred the effective date of SFAS 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008.  The provisions of SFAS No. 157 are applicable to recurring fair value measurements of financial assets and liabilities for fiscal years beginning after November 15, 2007, which for the Partnership is generally limited to annual disclosures required by SFAS No. 107.  The Partnership adopted the provisions of SFAS No. 157 during the three months ended March 31, 2008, and at that time determined no transition adjustment was required.



Note B  Transactions with Affiliated Parties



The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.



Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's sole property as compensation for providing property management services. The Partnership paid to such affiliates approximately $25,000 and $32,000 for the three months ended March 31, 2008 and 2007, respectively, which is included in operating expenses.





An affiliate of the Managing General Partner received reimbursement of asset management fees amounting to approximately $12,000 and $15,000 for the three months ended March 31, 2008 and 2007, respectively, which is included in general and administrative expenses.  The asset management fees are calculated based on a percentage of tangible asset value of the Partnership as defined in the Partnership Agreement.  The percentage as stipulated in the Partnership Agreement is 0.50% for both 2008 and 2007.



Affiliates of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $14,000 and $17,000 for the three months ended March 31, 2008 and 2007, respectively, which is included in general and administrative expenses.



The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the three months ended March 31, 2008, the Partnership was charged by AIMCO and its affiliates approximately $41,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2008 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $39,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2007.



Note C  Contingencies



The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.



Environmental



Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.



Mold



The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnerships financial condition or results of operations.











ITEM 2.

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



The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Certain information included in this Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of redevelopments, the Partnerships future financial performance, including the Partnerships ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and, in addition, will be affected by a variety of risks and factors that are beyond the Partnerships control including, without limitation: natural disasters such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnerships property and interpretations of those regulations; the competitive environment in which the Partnership operates; financing risks, including the risk that the Partnerships cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; insurance risks; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership.   Readers should carefully review the Partnerships financial statements and the notes thereto, as well as the risk factors described in the documents the Partnership files from time to time with the Securities and Exchange Commission.



The Partnership's investment property consists of one apartment complex, Lewis Park Apartments, located in Carbondale, Illinois. The average occupancy of the property for the three months ended March 31, 2008 and 2007 was 79% and 99%, respectively. The Managing General Partner attributes the decrease in occupancy to increased competition in the market area due to the addition of several new communities in the area.



The Partnerships financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership, such as the local economic climate and weather can adversely or positively affect the Partnerships financial results.



Results of Operations



The Partnership recognized a net loss of approximately $1,000 for the three months ended March 31, 2008 compared to net income of approximately $128,000 for the three months ended March 31, 2007.  The decrease in net income is due to a decrease in total revenues and an increase in total expenses.



Total revenues decreased due to a decrease in rental income as other income remained relatively constant.  The decrease in rental income is due to a decrease in occupancy at the Partnership's investment property as discussed above.





Total expenses increased primarily due to an increase in operating expense. Depreciation, interest, property tax and general and administrative expenses remained relatively constant for the comparable period. The increase in operating expense is due to increases in property and maintenance expenses partially offset by a decrease in management fees. Property expense increased due to increases in utility costs partially offset by a decrease in payroll expense. Maintenance expense increased due to increases in contract yards and grounds and snow removal partially offset by a decrease in sewer repairs.  Management fees decreased as a result of the decrease in rental income on which such fee is based.



Included in general and administrative expense is the asset management fee, which is calculated based on a percentage of the tangible asset value of the Partnership as defined in the Partnership Agreement. The percentage as stipulated in the Partnership Agreement was 0.50% for both 2008 and 2007.  Costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included in general and administrative expenses as well as reimbursements to the Managing General Partner as allowed under the Partnership Agreement.



Liquidity and Capital Resources



At March 31, 2008, the Partnership had cash and cash equivalents of approximately $437,000 compared to approximately $654,000 at March 31, 2007. Cash and cash equivalents increased approximately $128,000 from December 31, 2007. The increase is due to approximately $184,000 of cash provided by operating activities, partially offset by approximately $50,000 and $6,000 of cash used in financing and investing activities, respectively. Cash used in financing activities consisted of principal payments made on the mortgage encumbering Lewis Park Apartments. Cash used in investing activities consisted of property improvements and replacements. The Partnership invests its working capital reserves in interest bearing accounts.



The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for the Partnerships property are detailed below.



During the three months ended March 31, 2008, the Partnership completed approximately $6,000 of capital expenditures at Lewis Park Apartments, consisting primarily of floor covering replacement, electrical improvements and kitchen and bath upgrades. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2008.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



The capital expenditures will be incurred only if cash is available from operations or from Partnership reserves.  To the extent that such capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.



The Partnership's assets are thought to be sufficient for any short-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering Lewis Park Apartments of approximately $4,361,000 is amortized over 20 years with a maturity date of September 1, 2020, at which time the loan is scheduled to be fully amortized.



The Partnership made no distributions to the partners during the three months ended March 31, 2008 or 2007.  Future cash distributions will depend on the levels of net cash generated from operations, the timing of debt maturity, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis.  There can be no assurance that the Partnership will generate sufficient funds from operations, after capital improvement expenditures, to permit additional distributions to its partners during 2008 or subsequent periods.



Other



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 6,224 limited partnership units (the "Units") in the Partnership representing 39.66% of the outstanding units as of March 31, 2008. A number of these units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



The financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Impairment of Long-Lived Assets



Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnerships investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships asset.



Revenue Recognition



The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.



ITEM 4.

CONTROLS AND PROCEDURES



(a)

Disclosure Controls and Procedures. The Partnerships management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.



(b)

Changes in Internal Control Over Financial Reporting. There have been no significant changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.















PART II - OTHER INFORMATION





ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.













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.







|                  |                                                 
|----------------- | ------------------------------------------------
|                  | HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
|                  |                                                 
|                  | By:   HCW General Partner, Ltd.,                
|                  | General Partner                                 
|                  |                                                 
|                  | By:   IH, Inc.,                                 
|                  | Managing General Partner                        
|                  |                                                 
|Date: May 9, 2008 | By:   /s/Martha L. Long                         
|                  | Martha L. Long                                  
|                  | Senior Vice President                           
|                  |                                                 
|Date: May 9, 2008 | By:   /s/Stephen B. Waters                      
|                  | Stephen B. Waters                               
|                  | Vice President                                  
|                  |                                                 
|                  |                                                 













HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP





EXHIBIT INDEX



Exhibit



3 & 4

Limited Partnership Agreement (Incorporated by reference to Registration Statement No. 2-91006 on Form S-11 filed by Registrant).



10.4

Multifamily Note dated August 28, 2000, by and between the Partnership and GMAC Commercial Mortgage Corporation, a California Corporation incorporated by reference to Exhibit 10.4 to the Partnership's Quarterly Report on Form 10-QSB for the period ended September 30, 2000.



31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.