UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-QSB



(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2006





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





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 ___



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 SHEET

(Unaudited)

(in thousands, except unit data)



September 30, 2006



|                                          |          |        
|----------------------------------------- | -------- | -------
|Assets                                    |          |        
|Cash and cash equivalents                 |          | $   312
|Receivables and deposits                  |          | 107    
|Other assets                              |          | 147    
|Investment property:                      |          |        
|Land                                      | $   621  |        
|Buildings and related personal property   | 10,321   |        
|                                          | 10,942   |        
|Less accumulated depreciation             | (8,137)  | 2,805  
|                                          |          | $3,371 
|Liabilities and Partners' Deficit         |          |        
|Liabilities                               |          |        
|Accounts payable                          |          | $    27
|Tenant security deposit liabilities       |          | 96     
|Accrued property taxes                    |          | 197    
|Other liabilities                         |          | 182    
|Mortgage note payable                     |          | 4,647  
|                                          |          |        
|Partners' Deficit                         |          |        
|General partner                           | $  (170) |        
|Limited partners (15,693 units issued and |          |        
|outstanding)                              | (1,608)  | (1,778)
|                                          |          | $3,371 



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 | Nine Months Ended
|                              | September 30,      | September 30,    
|                              | 2006               | 2005              | 2006    | 2005   
|Revenues:                     |                    |                   |         |        
|Rental income                 | $   432            | $   456           | $ 1,499 | $ 1,541
|Other income                  | 70                 | 67                | 145     | 138    
|Total revenues                | 502                | 523               | 1,644   | 1,679  
|                              |                    |                   |         |        
|Expenses:                     |                    |                   |         |        
|Operating                     | 247                | 191               | 567     | 498    
|General and administrative    | 40                 | 43                | 126     | 128    
|Depreciation                  | 111                | 113               | 333     | 340    
|Property taxes                | 78                 | 67                | 209     | 192    
|Interest                      | 95                 | 98                | 288     | 298    
|Total expenses                | 571                | 512               | 1,523   | 1,456  
|                              |                    |                   |         |        
|Net (loss) income             | $(69)              | $11               | $121    | $223   
|                              |                    |                   |         |        
|Net (loss) income allocated   |                    |                   |         |        
|to general partner (2%)       | $    (2)           | $    --           | $     2 | $     4
|Net (loss) income allocated   |                    |                   |         |        
|to limited partners (98%)     | (67)               | 11                | 119     | 219    
|                              | $(69)              | $11               | $121    | $223   
|                              |                    |                   |         |        
|Net (loss) income per limited |                    |                   |         |        
|partnership unit              | $(4.27)            | $0.71             | $7.58   | $13.96 
|                              |                    |                   |         |        
|Distributions per limited     |                    |                   |         |        
|partnership unit              | $--                | $--               | $19.37  | $18.42 





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, 2005              | 15,693      | $  (166) | $(1,423) | $(1,589)
|                               |             |          |          |         
|Distributions paid to partners | --          | (6)      | (304)    | (310)   
|                               |             |          |          |         
|Net income for the nine months |             |          |          |         
|ended September 30, 2006       | --          | 2        | 119      | 121     
|                               |             |          |          |         
|Partners' deficit at           |             |          |          |         
|September 30, 2006             | 15,693      | $(170)   | $(1,608) | $(1,778)





See Accompanying Notes to Financial Statements

















HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP



STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)





|                                                     |                   |        
|---------------------------------------------------- | ----------------- | -------
|                                                     | Nine Months Ended
|                                                     | September 30,    
|                                                     | 2006              | 2005   
|Cash flows from operating activities:                |                   |        
|Net income                                           | $   121           | $   223
|Adjustments to reconcile net income to net cash      |                   |        
|provided by operating activities:                    |                   |        
|Depreciation                                         | 333               | 340    
|Amortization of loan costs                           | 3                 | 3      
|Change in accounts:                                  |                   |        
|Receivables and deposits                             | --                | 2      
|Other assets                                         | (31)              | (33)   
|Accounts payable                                     | 14                | --     
|Tenant security deposit liabilities                  | (14)              | (7)    
|Accrued property taxes                               | (53)              | 66     
|Other liabilities                                    | (10)              | (40)   
|Net cash provided by operating activities            | 363               | 554    
|                                                     |                   |        
|Cash flows used in investing activities:             |                   |        
|Property improvements and replacements               | (57)              | (75)   
|                                                     |                   |        
|Cash flows from financing activities:                |                   |        
|Distributions to partners                            | (310)             | (295)  
|Payments on mortgage note payable                    | (130)             | (121)  
|Net cash used in financing activities                | (440)             | (416)  
|                                                     |                   |        
|Net (decrease) increase in cash and cash equivalents | (134)             | 63     
|                                                     |                   |        
|Cash and cash equivalents at beginning of period     | 446               | 382    
|                                                     |                   |        
|Cash and cash equivalents at end of period           | $312              | $445   
|                                                     |                   |        
|Supplemental disclosure of cash flow information:    |                   |        
|Cash paid for interest                               | $286              | $296   
|                                                     |                   |        
|Supplemental disclosure of non-cash activity:        |                   |        
|Property improvements and replacements in accounts   |                   |        
|payable                                              | $9                | $--    





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-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 and nine month periods ended September 30, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006. 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, 2005. The General Partner and Managing General Partner are both affiliates of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.



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 $82,000 and $80,000 for the nine months ended September 30, 2006 and 2005, respectively, which is included in operating expenses.



An affiliate of the Managing General Partner received reimbursement of asset management fees amounting to approximately $43,000 and $47,000 for the nine months ended September 30, 2006 and 2005, 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 2006 and 2005.



Affiliates of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $42,000 and $49,000 for the nine months ended September 30, 2006 and 2005, 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 nine months ended September 30, 2006 and 2005, the Partnership was charged by AIMCO and its affiliates approximately $36,000 and $23,000 for insurance coverage and fees associated with policy claims administration.

















Note C  Contingencies



AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the court conditionally certified the collective action on both the on-call and overtime issues.  Approximately 1,049 individuals opted in to the class. The defendants moved to decertify the collective action on both issues and the plaintiffs have responded.  Because the court denied plaintiffs motion to certify state subclasses, in September 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and in November 2005 in Montgomery County Maryland Circuit Court.  The California and Maryland cases have been stayed pending the outcome of the decertification motion in the District of Columbia case.  Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships financial condition or results of operations.



The Partnership is unaware of any other 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 a national policy and procedures to prevent or eliminate mold from its properties and the Managing General Partner believes that these measures will















minimize the effects that mold could 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 OR PLAN OF OPERATION



The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant 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 both of the nine months ended September 30, 2006 and 2005 was 87%.



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s net loss for the three months ended September 30, 2006 was approximately $69,000 and the Partnerships net income for the nine months ended September 30, 2006 was approximately $121,000, compared to net income for the three and nine months ended September 30, 2005 of approximately $11,000 and $223,000, respectively.  The decrease in net income for the three and nine months ended September 30, 2006 is due to a decrease in total revenues and an increase in total expenses.  Total revenues decreased for both periods due to a decrease in rental income.  Rental income decreased due to a decrease in the average rental rate at Lewis Park Apartments partially offset by a decrease in bad debt expense. Other income remained relatively constant for the comparable periods.



Total expenses increased for both periods due to increases in operating and property tax expenses. General and administrative, depreciation, and interest expenses remained relatively constant for the comparable periods.  Operating expense increased for both periods due to an increase in administrative expense and maintenance expense. Administrative expense increased for both the three and nine months ended September 30, 2006 due to increases in training expenses. The increase in administrative expense for the nine months ended September 30, 2006 is also due to the recording of a liability during the three months ended June 30, 2006 relating to forfeiture of unclaimed property pursuant to applicable state and local laws.  Based on inquiries from state officials, affiliates of the Managing General Partner have reviewed the Partnerships historic forfeiture of unclaimed property pursuant to applicable state and local laws and, as a result, the Partnership has recorded an













estimate of amounts that may be due.  Maintenance expense increased due to an increase in contract labor costs and apartment turnover costs at the Partnerships investment property. Property tax expense increased for both periods due to an increase in the assessed value of the Partnerships investment property.



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 2006 and 2005.  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 September 30, 2006, the Partnership had cash and cash equivalents of approximately $312,000 compared to approximately $445,000 at September 30, 2005. Cash and cash equivalents decreased approximately $134,000 from December 31, 2005. The decrease is due to approximately $440,000 and $57,000 of cash used in financing and investing activities, respectively, partially offset by approximately $363,000 of cash provided by operating activities. Cash used in financing activities consisted of distributions paid to the partners and, to a lesser extent, 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.  For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas.  In light of these changes, the Partnership expects that it will incur higher expenses related to compliance.  Capital improvements planned for the Partnerships property are detailed below.



During the nine months ended September 30, 2006, the Partnership completed approximately $66,000 of capital expenditures at Lewis Park Apartments, consisting primarily of golf carts, air conditioning upgrades and floor covering replacements. 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 2006.  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 $4,647,000 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 distributed the following amounts during the nine months ended September 30, 2006 and 2005 (in thousands, except per unit data):



|           |                    |             |                    |            
|---------- | ------------------ | ----------- | ------------------ | -----------
|           | Nine Months        | Per Limited | Nine Months        | Per Limited
|           | Ended              | Partnership | Ended              | Partnership
|           | September 30, 2006 | Unit        | September 30, 2005 | Unit       
|           |                    |             |                    |            
|Operations | $310               | $19.37      | $295               | $18.42     



Future cash distributions will depend on the levels of net cash generated from operations, 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 2006 or subsequent periods.



Other



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 5,620 limited partnership units (the "Units") in the Partnership representing 35.81% of the outstanding Units as of September 30, 2006. 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 Asset



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 the 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 3.

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)

Internal Control Over Financial Reporting. There have not been any 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 1.

LEGAL PROCEEDINGS



AIMCO Properties L.P. and NHP Management Company, both affiliates of the ManagingGeneral Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the court conditionally certified the collective action on both the on-call and overtime issues.  Approximately 1,049 individuals opted in to the class. The defendants moved to decertify the collective action on both issues and the plaintiffs have responded.  Because the court denied plaintiffs motion to certify state subclasses, in September 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and in November 2005 in Montgomery County Maryland Circuit Court.  The California and Maryland cases have been stayed pending the outcome of the decertification motion in the District of Columbia case.  Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships financial condition or results of operations.



ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.















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.,                
|                        | General Partner                                 
|                        |                                                 
|                        | By:   IH, Inc.,                                 
|                        | Managing General Partner                        
|                        |                                                 
|Date: November 13, 2006 | By:   /s/Martha L. Long                         
|                        | Martha L. Long                                  
|                        | Senior Vice President                           
|                        |                                                 
|Date: November 13, 2006 | 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.















Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of HCW Pension Real Estate Fund Limited Partnership;

2.

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



3.

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



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  November 13, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of IH, Inc., equivalent of the chief executive officer of the Partnership













Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB of HCW Pension Real Estate Fund Limited Partnership;

2.

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



3.

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



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  November 13, 2006

/s/Stephen B. Waters

Stephen B. Waters

Vice President of IH, Inc., equivalent of the chief financial officer of the Partnership















Exhibit 32.1





Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002







In connection with the Quarterly Report on Form 10-QSB of HCW Pension Real Estate Fund Limited Partnership (the "Partnership"), for the quarterly period ended September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer of the Partnership, and Stephen B. Waters, as the equivalent of the Chief Financial Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.



| |                        
| | -----------------------
| | /s/Martha L. Long      
| | Name: Martha L. Long   
| | Date: November 13, 2006
| |                        
| | /s/Stephen B. Waters   
| | Name: Stephen B. Waters
| | Date: November 13, 2006



This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.