FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(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, 2000


[ ] 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 0-14578

          HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP (Exact name
              of small business 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
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. Yes X No___

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                  HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

                                  BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                          <C>
   Cash and cash equivalents                                                 $  976
   Receivables and deposits                                                     153
   Other assets                                                                  52
   Investment property:
     Land                                                     $  621
     Buildings and related personal property                   9,740
                                                              10,361
     Less accumulated depreciation                            (4,897)         5,464
                                                                            $ 6,645

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                          $   25
   Tenant security deposit liabilities                                          126
   Accrued property taxes                                                       322
   Other liabilities                                                             79

Partners' (Deficit) Capital

   General partner                                            $ (121)
   Limited partners (15,698 units issued and
     outstanding)                                              6,214          6,093
                                                                            $ 6,645
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

b)

                  HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


                                                           Three Months Ended
                                                                March 31,
                                                          2000             1999
Revenues:
  Rental income                                           $  462          $ 432
  Other income                                                36             38
     Total revenues                                          498            470

Expenses:
  Operating                                                  121            127
  General and administrative                                  66             71
  Depreciation                                               138            110
  Property taxes                                              67             68
     Total expenses                                          392            376

Income from continuing operation                             106             94
Income (loss) from discontinued operation                     13            (45)

Net income                                                $ 119            $ 49

Net loss allocated to general partner (2%)                 $ 2              $ 1

Net loss allocated to limited partners (98%)                 117             48
                                                          $ 119            $ 49
Per limited partnership unit:

  Income from continuing operation                       $ 6.62          $ 5.86
  Income (loss) from discontinued operation                 0.83          (2.80)

  Net income                                             $ 7.45          $ 3.06

Distribution per limited partnership unit                $107.47           $ --

                   See Accompanying Notes to Financial Statements

<PAGE>

c)

                  HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

                STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General      Limited
                                      Units       Partner      Partners      Total

<S>                                   <C>           <C>        <C>          <C>
Original capital contributions        15,698        $  --      $15,698      $15,698

Partners' (deficit) capital at
   December 31, 1999                  15,698       $ (110)     $ 7,784      $ 7,674

Distributions paid to partners            --          (13)      (1,687)      (1,700)

Net income for the three months
   ended March 31, 2000                   --            2          117          119

Partners' (deficit) capital
   at March 31, 2000                  15,698       $ (121)     $ 6,214      $ 6,093
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

d)

                  HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2000        1999
Cash flows from operating activities:

<S>                                                              <C>            <C>
  Net income                                                     $  119         $ 49
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                     138          180
   Change in accounts:
     Receivables and deposits                                       293           33
     Other assets                                                   (27)         (15)
     Accounts payable                                               (72)         (26)
     Tenant security deposit liabilities                              7            7
     Accrued property taxes                                          67          (44)
     Other liabilities                                              (36)          15

       Net cash provided by operating activities                    489          199

Cash flows used in investing activities:

  Property improvements and replacements                             (9)         (72)

Cash flows used in financing activities:

  Distributions to partners                                      (1,700)        (400)

Net decrease in cash and cash equivalents                        (1,220)        (273)

Cash and cash equivalents at beginning of period                  2,196        1,354

Cash and cash equivalents at end of period                       $  976      $ 1,081
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

e)

                  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-QSB  and  Item  310(b)  of
Regulation  S-B.  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, 2000, are not necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2000. 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, 1999.

Certain  reclassifications  have been made to the 1999 information to conform to
the 2000 presentation.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  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.  The following transactions
with the Managing General Partner and/or its affiliates were incurred during the
three months ended March 31, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $ 25      $ 23
 Asset management fees (included in general and
   administrative expenses)                                         36        34
 Reimbursement for services of affiliates (included in
   general and administrative expenses)                             12        20

<PAGE>

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from the
Registrant's  residential  property for providing property management  services.
The Registrant paid to such affiliates approximately $25,000 and $23,000 for the
three months ended March 31, 2000 and 1999, respectively.

An affiliate of the Managing  General Partner  received  reimbursement  of asset
management  fees  amounting to  approximately  $36,000 and $34,000 for the three
months ended March 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $12,000 and
$20,000 for the three months ended March 31, 2000 and 1999, respectively.

AIMCO and its affiliates  currently own 4,135 limited  partnership  units in the
Partnership  representing  26.341% of the  outstanding  units. 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 make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take action  with  respect to a variety of matters.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner.

Note D - Discontinued Operation

Highland  Professional Tower was the last commercial  property in the commercial
segment of the  Partnership.  Due to the sale of this property in December 1999,
the  results  of this  property  has been  classified  as  "Income  (loss)  from
discontinued  operation"  for the three  months  ended  March 31, 2000 and 1999.
Revenues of this property were approximately  $19,000 and $216,000 for the three
months ended March 31, 2000 and 1999,  respectively.  Income from  operations of
this  property  was  approximately  $13,000 for the three months ended March 31,
2000 and there was a loss of  approximately  $45,000 for the three  months ended
March 31, 1999.

Note E - Distributions

During the three months ended March 31, 2000, the Partnership  declared and paid
a distribution  of  approximately  $1,700,000  ($107.47 per limited  partnership
unit)  consisting of $627,000 of cash from  operations and  $1,073,000  from the
sale of Highland Professional Tower. The limited partners received approximately
$1,687,000  and  the  general  partner   received   approximately   $13,000.   A
distribution payable from operations of $400,000 ($24.97 per limited partnership
unit) was recorded on December  31, 1998 and was paid on January 20,  1999.  The
limited  partners  received  approximately  $392,000  and  the  general  partner
received approximately $8,000.

Note F - Segment Information

The Partnership had two reportable segments: residential property and commercial
property.  The  Partnership's  residential  property  segment  consists  of  one
apartment complex in Carbondale, Illinois. The Partnership rents apartment units
to tenants for terms that are typically  twelve months or less.  The  commercial
property segment  consisted of a professional  office building located in Kansas
City,  Missouri.  On December 30, 1999,  the  commercial  property,  held by the
Partnership,  was sold to an unrelated party. Therefore,  the commercial segment
is reflected as discontinued  operations (see "Note D - Discontinued  Operation"
for further discussion).

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

The  Partnership's  reportable  segments  consist of investment  properties that
offer different products and services.  The reportable segments are each managed
separately  as they  provide  services  with  different  types of  products  and
customers.

Segment  information for the three months ended March 31, 2000 and 1999 is shown
in the tables below (in  thousands).  The "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.
<TABLE>
<CAPTION>

             2000               Residential     Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>              <C>            <C>         <C>
Rental income                      $  462           $ --           $ --        $ 462
Other income                           27             --              9           36
Depreciation                          138             --             --          138
General and administrative
  expense                              --             --             66           66
Income from discontinued
  operation                            --             13             --           13
Segment profit (loss)                 163             13            (57)         119
Total assets                        6,233             --            412        6,645
Capital expenditures                    9             --             --            9
</TABLE>

<TABLE>
<CAPTION>

             1999               Residential     Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>              <C>            <C>        <C>
Rental income                      $  432           $ --           $ --       $ 432
Other income                           29             --              9          38
Depreciation                          110             --             --         110
General and administrative
  expense                              --             --             71          71
Loss from discontinued
  operation                            --            (45)            --         (45)
Segment profit (loss)                 156            (45)           (62)         49
Total assets                        6,099          4,948            697      11,744
Capital expenditures                   69              3             --          72
</TABLE>

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operation.  Accordingly,  actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's  investment property consists of one apartment complex located
in  Carbondale,  Illinois.  The average  occupancy of the property for the three
months ended March 31, 2000 and 1999 was 89% and 83%, respectively. The Managing
General Partner attributes the increase in occupancy at Lewis Park Apartments to
increased marketing efforts and to increased enrollment at the local university.

Results of Operations

The  Partnership  realized  net income of  approximately  $119,000 for the three
months ended March 31, 2000 compared to net income of approximately  $49,000 for
the three months  ended March 31, 1999.  The increase in net income is primarily
attributable to the sale of the Partnership's last commercial property, Highland
Professional Tower in December 1999 as discussed below.

Excluding the results of the discontinued operation,  the Partnership had income
from continuing operations of approximately  $106,000 for the three months ended
March 31,  2000,  compared to  approximately  $94,000 for the three months ended
March 31, 1999. The increase in income from  continuing  operations is primarily
due to an increase in total  revenues  partially  offset by an increase in total
expenses.

Total  revenues  increased  due to an increase in rental  income.  Rental income
increased due to an increase in occupancy and  decreased  concessions  which was
partially offset by decreased average rental rates at Lewis Park Apartments.

Total expenses  increased due to an increase in  depreciation  expense which was
partially   offset  by  decreases   in   operating   expenses  and  general  and
administrative   expenses.   Depreciation   expense  increased  due  to  capital
improvements  completed  during  the  past  twelve  months  that  are now  being
depreciated.  Operating  expenses  decreased  primarily  due  to a  decrease  in
expenses  associated  with the  rental  of  employee  apartments  at Lewis  Park
Apartments.  General  and  administrative  expenses  decreased  due  to  reduced
management  reimbursements.  Included in general and  administrative  expense at
both  March 31,  2000 and 1999 are  management  reimbursements  to the  Managing
General  Partner  allowed under the Partnership  Agreement.  In addition,  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.

Highland  Professional Tower was the last commercial  property in the commercial
segment of the  Partnership.  Due to the sale of this property in December 1999,
the  results  of this  property  has been  classified  as  "Income  (loss)  from
discontinued  operation"  for the three  months  ended  March 31, 2000 and 1999.
Revenues of this property were approximately  $19,000 and $216,000 for the three
months ended March 31, 2000 and 1999,  respectively.  Income from  operations of
this  property  was  approximately  $13,000 for the three months ended March 31,
2000 and there was a loss of  approximately  $45,000 for the three  months ended
March 31, 1999.

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 Registrant 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,  due to changing  market
conditions  which  can  result  in the  use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $976,000  as compared to  approximately  $1,081,000  at March 31,
1999.  Cash and cash  equivalents  decreased  approximately  $1,220,000 from the
Partnership's  year ended December 31, 1999, due to approximately  $1,700,000 of
cash  used in  financing  activities  and  approximately  $9,000 of cash used in
investing  activities,  partially  offset  by  approximately  $489,000  of  cash
provided by operating activities. Cash used in financing activities consisted of
distributions paid to the partners.  Cash used in investing activities consisted
of property  improvements and replacements.  The Partnership invests its working
capital reserves in money market 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.  Capital  improvements planned for
the Partnership's property are detailed below.

Lewis Park Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately $9,000 of capital improvements at Lewis Park, consisting primarily
of cabinet  replacements and carpet and vinyl  replacement.  These  improvements
were funded from  operating  cash flow.  The  Partnership  evaluated the capital
improvement  needs  of the  property  for  the  year.  The  amount  budgeted  is
approximately   $81,000,   consisting   primarily  of  air   conditioning   unit
replacements, cabinet replacements, appliance replacements, and carpet and vinyl
replacement.  Additional  improvements  may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
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  current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership.

During the three months ended March 31, 2000, the Partnership  declared and paid
a distribution  of  approximately  $1,700,000  ($107.47 per limited  partnership
unit)  consisting of $627,000 of cash from  operations and  $1,073,000  from the
sale of Highland Professional Tower. The limited partners received approximately
$1,687,000  and  the  general  partner   received   approximately   $13,000.   A
distribution payable from operations of $400,000 ($24.97 per limited partnership
unit) was recorded on December  31, 1998 and was paid on January 20,  1999.  The
limited  partners  received  approximately  $392,000  and  the  general  partner
received approximately $8,000. The Partnership's distribution policy is reviewed
on an annual basis.  Future cash  distributions will depend on the levels of net
cash generated  from  operations,  the  availability  of cash reserves,  and the
timing of debt  financing  and/or a property  sale.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient funds from operations,
after  planned  capital  improvement  expenditures,  to  permit  any  additional
distributions  to its  partners  during  the  remainder  of 2000  or  subsequent
periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K filed during the first quarter of 2000:

                  None.


<PAGE>

                                SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  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.,
                                      the General Partner

                                By:   IH, Inc.,
                                      the Managing General Partner

                                By:   /s/Patrick J. Foye
                                      Patrick J. Foye
                                      Executive Vice President

                                By:   /s/Martha L. Long
                                      Martha L. Long
                                      Senior Vice President
                                      and Controller

                                Date: