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

                                  FORM 10-KSB/A

(Mark One)

[ X ]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
         ACT OF 1934

         For the fiscal year ended December 31, 1998

[    ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

             For the transition period from _________ to __________


         Commission file number: 000-21470

                                 N'TANDEM TRUST
                 (Name of small business issuer in its charter)

              California                          33-6109499                  
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

           6430  South  Quebec   Street,   Englewood,  Colorado  80111  
          (Address of principal executive offices including zip code)

Issuer's telephone number including area code:   (303)741-3707

Securities registered under Section 12(b) of the Exchange Act:  None

Securities  registered under Section 12(g) of the Exchange Act: Common Shares of
Beneficial  Interest,  par  value  $0.01  per  share,  and  Preferred  Shares of
Beneficial Interest, par value $0.01 per share.

         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
[ ]

         Check  if  disclosure  of  delinquent  filers  in  response  to Item 
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         Issuer's revenues for its most recent fiscal year:  $ 1,699,900

         Documents  Incorporated  by Reference:  Portions of the issuer's  proxy
statement  for the 1999  Annual  Meeting of  Shareholders  are  incorporated  by
reference into Part III of this Annual Report on Form 10-KSB.

Transitional small business disclosure format (check one): Yes [  ]  No [X]

At March 29,  1999,  the issuer had  109,308  and  98,073  Common and  Preferred
Shares, respectively, of Beneficial Interest outstanding.

<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                     PART I

Items 1 and 2.  DESCRIPTION OF BUSINESS AND PROPERTIES........................3

Item 3.  LEGAL PROCEEDINGS....................................................8

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................8



                                     PART II


Item 5.  MARKET FOR THE TRUST'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.9

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.................................9

Item 7.  FINANCIAL STATEMENTS................................................14

Item 8.  FINANCIAL DISCLOSURE................................................29


                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT....................29

Item 10.EXECUTIVE COMPENSATION...............................................29

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....29

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................30

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K...................................31

Signatures...................................................................34

                                        2
<PAGE>


Certain  matters  discussed  under the  captions  "Description  of Business  and
Properties,"  "Management's  Discussion and Analysis of Financial  Condition and
Results of  Operations"  and  elsewhere in this Annual Report on Form 10-KSB may
constitute  forward-looking  statements  for  purposes  of  Section  21E  of the
Securities  Exchange  Act of 1934,  as amended,  and as such  involve  known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance  or  achievements  of the N'Tandem  Trust to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking statements.


                                     PART I

Items 1 and 2.  DESCRIPTION OF BUSINESS AND PROPERTIES

General

N'Tandem Trust, an  unincorporated  business trust (the "Trust"),  was formed in
November 1991 under the laws of the State of California. The Trust was organized
to invest in existing,  substantially  developed and occupied  manufactured home
communities.  The Trust was funded through a public offering of common shares of
beneficial  interest,  par value  $0.01 per share  (the  "Common  Shares"),  and
preferred  shares  of  beneficial  interest,  par value  $0.01  per  share  (the
"Preferred Shares"), which commenced in April 1992 and terminated in April 1993.
In the offering,  98,169 Common Shares and 98,323 Preferred Shares were sold for
gross proceeds aggregating $2,454,225 and $2,458,075,  respectively. At December
31, 1998,  the Trust's  portfolio  was comprised of six  wholly-owned  and three
partially-owned manufactured home communities located in four states.

The sponsor and advisor of the Trust is The Windsor  Corporation,  a  California
corporation  (the "Advisor").  In September 1997,  Chateau  Communities,  Inc, a
publicly-traded  Maryland  real  estate  investment  trust  which  is one of the
largest  owner/operators  of manufactured  home communities in the United States
("Chateau"),  purchased  all of the  outstanding  capital  stock of the Advisor.
Following Chateau's purchase of the Advisor, at the request of Chateau,  (i) the
Trustees of the Trust  voluntarily  resigned  and (ii) in  connection  with such
resignation,  appointed  three new Trustees  proposed by Chateau.  Such Trustees
were  re-elected  as  the  Trust's  Trustees  at  the  1998  Annual  Meeting  of
Shareholders of the Trust held on October 23, 1998.

The Trust operates so as to qualify as a real estate investment trust (a "REIT")
under Sections 856 through 860 of the Internal  Revenue Code of 1986, as amended
(the "Code"). As a REIT, the Trust is required to distribute at least 95% of its
real estate investment trust taxable income.

Business Development

On October 23, 1998,  at the 1998 Annual  Meeting of  Shareholders,  the Trust's
shareholders approved,  among other things, (i) the conversion of the Trust from
a  finite-life  entity to an  infinite-life  entity;  and (ii) the amendment and
restatement of the Trust's Declaration of Trust (the "Amended  Declaration") and
the  adoption  of  By-laws  for the  Trust  (collectively,  the  "Organizational
Amendments").  The principal purposes of the  Organizational  Amendments were to
convert the Trust from a finite-life  to an  infinite-life  entity and to remove
various  restrictions,  limitations  and  other  requirements  contained  in the
Trust's previous  Declaration of Trust which are not typically found in the more
modern  organizational  documents of leading REITs. The Amended Declaration also
provided for changing the name of the Trust from "Windsor Real Estate Investment
Trust 8" to "N'Tandem Trust."


As a result of the  approval  of the  Organizational  Amendments,  the Trust now
intends to move forward with certain  transactions and to effect certain changes

                                        3
<PAGE>


including the  following:  (i) the Trust will complete its  restructuring  as an
"umbrella  partnership" REIT in order to facilitate tax-free and/or tax-deferred
acquisitions of additional properties,  (ii) the Trust will begin implementing a
growth-oriented  business plan (the "Business Plan") intended to cause the Trust
to attain  greater  size and asset  diversity;  and (iii) if  successful  in the
implementation  of the Business Plan, the Trust anticipates that it will seek to
list the  Common  Shares on a national  securities  exchange  or NASDAQ,  and if
deemed  appropriate,  raise  additional  capital through an underwritten  public
offering of the Common Shares or other securities of the Trust.

Additionally, Chateau has advised the Trust that it intends to announce that the
Trust will be a primary vehicle  through which Chateau will make  investments in
manufactured home communities that do not fit the core asset type typical of the
existing  Chateau   portfolio,   which  is   characterized  by  large,   stable,
institutional-quality,  full amenitized properties. The Trust will employ higher
levels of leverage  than  Chateau  and will focus  primarily  on "lower  profile
assets",  meaning  properties  that (i) are typically not part of a portfolio of
manufactured  housing  community  properties;   (ii)  are  located  in  tertiary
demographic and geographic markets;  (iii) are not managed by a nationally known
manufactured home community operator; (iv) may be smaller and are likely to have
fewer amenities;  and (v) have a greater proportion of single-section homes than
the typical  Chateau  community.  The Trust believes that its  affiliation  with
Chateau will benefit the Trust by providing it with access to Chateau's national
organization,  management  team  and  investment  and  management  philosophies.
Through its affiliation with Chateau, the Trust believes that it will be exposed
to a wider range of acquisition  opportunities as a result of Chateau's national
organization and knowledge of the manufactured  housing  community  industry and
will benefit from Chateau's  expertise in effectively and  efficiently  managing
properties.

The Trust believes that significant  opportunities  exist to acquire  additional
properties  that fit the  investment  objectives and guidelines set forth in its
Business Plan. The Trust  anticipates  that it will focus on acquisitions  where
the Trust believes there is substantial  opportunity to improve  operational and
financial  results  or where for some  reason,  because  of poor  management  or
otherwise, a property is operating substantially below its potential.  The Trust
anticipates that the funds required to implement its Business Plan are likely to
come from (i) additional  investments from Chateau or unaffiliated third parties
and (ii)  traditional  mortgage  financing or refinancing or sales of equity and
debt securities.

In March 1998, the Trust acquired  Woodland Hills, a 627-site  manufactured home
community located in Montgomery,  Alabama,  for $5.5 million. In order to enable
the Trust to make the acquisition,  Chateau offered to make an investment in the
Trust.  The  Trustees  accepted  such offer and,  on March 30,  1998,  the Trust
entered into an agreement with Chateau,  pursuant to which Chateau invested $5.5
million  in the  Trust  in  exchange  for the  issuance  within  90 days of such
investment  of (i) such number of Common Shares (at a price of $25 per share) as
the Trustees may determine;  and (ii) promissory  notes in a principal amount of
the balance of the investment.  In connection with such  investment,  on May 11,
1998,  the Trust  issued to  Chateau  (i)  19,139  Common  Shares;  and (ii) two
promissory notes with an aggregate principal amount of $5,001,525.

                                   3
<PAGE>



In November 1998, the Trust acquired Southern Mobile Home Community,  a 201-site
manufactured  home community located in Lexington Park,  Maryland  ("Southern").
The purchase  price paid for Southern was  $2,350,000,  of which  $2,000,000 was
paid at closing and $350,000 will be paid over the next four years.  In order to
purchase  Southern,  N'Tandem  borrowed  $1,950,000  from  Chateau  at an annual
interest  rate equal to 1% per annum  above the prime rate  established  by Bank
One, N.A.


In December 1998, the Trust purchased Lexington  Manufactured Home Community,  a
76-site  manufactured home community  ("Lexington"),  and Suburban  Manufactured
Home  Community,  a 135-site  manufactured  home  community  ("Suburban").  Both
Lexington  and  Suburban  are  located in  Lexington,  Maryland.  The  aggregate
purchase price for Lexington and Suburban was  $4,250,000,  of which  $3,750,000
was paid at  closing  and  $500,000  will be paid  upon  completion  of  certain
obligations relating to the management of the Lexington communities. In order to
purchase Lexington and Suburban, N'Tandem borrowed $3,700,000 from Chateau at an
annual  interest rate equal to 1% per annum above the prime rate  established by
Bank One, N.A.

At the end of the third  quarter of 1998,  the Trust  negotiated  to acquire one
manufactured  home community and ownership  interests in six other  manufactured
home  communities   from  Windsor  Park  Properties  4,  a  California   limited
partnership ("Windsor"). The consummation of the proposed acquisition is subject
to the satisfaction of certain  conditions,  including the approval of Windsor's
limited partners.  The purchase price for these assets will be paid by the Trust
in cash.  Substantially  all of the funds  required by the Trust to complete the
proposed  acquisition  of these assets will be supplied by Chateau,  in exchange
for the issuance by the Trust of an unsecured  promissory note.  Pursuant to the
terms of  proposed  acquisition,  this  promissory  note will be in a  principal
amount of  $9,000,000  and will bear  interest at an annual rate equal to 1% per
annum above the prime rate  established  by Bank One, N.A. The Trust and Chateau
have  discussed the  possibility of converting all or a portion of the principal
amount of this promissory note into Common Shares or Preferred Shares;  however,
there is no agreement or understanding between the Trust and Chateau relating to
any such conversion.

In  addition,  the Trust will seek to engage in  consolidation  and  acquisition
transactions with other owners of manufactured home communities,  which meet the
Trust's  property  and  acquisition  criteria,  using its equity  securities  or
limited  partner units of N'Tandem  Properties,  L.P., a  newly-formed  Delaware
limited partnership  subsidiary of the Trust (the "Operating  Partnership"),  to
facilitate such  transactions.  At December 31, 1998, the Operating  Partnership
had issued no limited partnership units and did not own any assets.

Business of Issuer

The Trust is in the business of acquiring,  managing, and holding for investment
manufactured  home  communities.  Competitors  of the Trust  include  public and
private  REITs,  corporations,  limited  partnerships,  individuals,  and  other
entities  engaged in real estate  investment  activities.  Competition  for such
properties  varies  with (i)  changes  in the  supply or demand  for  similar or
competing  properties  in a given area,  (ii) changes in interest  rates and the
availability  of  mortgage  funds,  (iii)  and  changes  in  tax,  real  estate,
environmental, and zoning laws.

The Trust's  profitability  depends in part on  maximizing  occupancy and rental
rates at its  manufactured  home  communities.  Rents  and  occupancy  rates are
affected by both  changes in general  economic  conditions  and changes in local
conditions,  such as levels of employment,  supply of other  comparable units or
competitive housing alternatives,  zoning laws, and the availability and cost of
energy and transportation.

                                          4
<PAGE>

All of the  Trust's  properties  are  located  in or  near  large  urban  areas.
Accordingly,  they  compete for rentals  not only with other  manufactured  home
communities but with  apartments and other forms of low-cost  housing that might
exist.


The Trust's  profitability also depends on the minimization of both property and
Trust  administration  expenses.  Expenses  are  affected  by changes in general
economic  trends and  changes in local  conditions,  such as  prevailing  wages,
utility rates, insurance costs, and real estate taxation practices.

The  Trust  has no  employees.  The  administrative  services  for the Trust are
provided by the Advisor, which is reimbursed for costs incurred on behalf of the
Trust. The Trust's  manufactured home communities are managed by Chateau,  which
employs all of the on-site  personnel for such  communities and is reimbursed by
the Trust for all such costs.

At December  31, 1998 the Trust owned  interests in the  following  manufactured
home communities:
<TABLE>
<CAPTION>

                           Ownership
Name of Property           Percentage             Date Acquired                  Location
<S>                          <C>                       <C>                            <C>    

West Star                    100%                 January 1993                   Tucson, Arizona
El Frontier                  100%                 February 1994                  Tucson, Arizona
Woodland Hills               100%                 March 1998                     Montgomery, Alabama
Southern                     100%                 November 1998                  Lexington, Maryland
Suburban                     100%                 December 1998                  Lexington, Maryland
Lexington                    100%                 December 1998                  Lexington, Maryland
Long Lake                     40%                 June 1995                      West Palm Beach, Florida
Denali Park                   11%                 February 1997                  Phoenix, Arizona
Apache East                   11%                 February 1997                  Phoenix, Arizona
</TABLE>

The overall occupancy of the nine communities owned by the Trust at December 31,
1998 was  approximately  84.9%. The Advisor continues to maintain the properties
in good condition and promote them to improve occupancy.

The Trust  operates the properties as  manufactured  home  communities,  renting
homesites to manufactured home tenants on a month-to-month basis. The properties
compete for rentals with other  manufactured  home communities and apartments in
their local markets. It is the Advisor's opinion that the properties are in good
condition and are adequately insured.

                                        6
<PAGE>



The  following  tables set forth  certain  information  as of December  31, 1998
relating to the Trust's properties.
<TABLE>
<CAPTION>

                                                                                  Long Lake
                                        West Star             El Frontier      West Palm Beach,
                                         Tucson,                Tucson,            Florida
Location                                 Arizona                Arizona
<S>                                         <C>                   <C>                  <C>    

Percentage of Ownership                    100%                   100%                40%
Date Acquired                              1/93                   2/94               6/95
Acreage                                     13                     19                 19
Number of Homesites                         89                    179                134
Monthly Rents (1)                          $232                   $238               $356
Occupancy                                  100%                   99%                83%
Real Estate Taxes                         $7,000                $17,600            $39,500
Federal Tax Basis (2)                   $1,136,000             $2,833,700         $1,227,385
Mortgage Information:
  Balance payable                       $2,050,000                (3)             $1,600,000
  Interest rate                           8.23%                   (3)               8.23%
  Amortization period                       --                    (3)                 --
  Maturity date                            6/02                   (3)                6/02
  Balance due at maturity               $2,050,000                (3)             $1,600,000

</TABLE>


<TABLE>
<CAPTION>

                                       Apache East            Denali Park       Woodland Hills
                                         Phoenix,              Phoenix,          Montgomery,
Location                                 Arizona                Arizona            Alabama
<S>                                        <C>                    <C>                <C>   
Percentage of Ownership                    11%                    11%                100%
Date Acquired                              2/97                  2/97                3/98
Acreage                                     16                    33                 124
Number of Homesites                        123                    162                627
Monthly Rents (1)                          $220                  $202                $145
Occupancy                                  93%                    91%                82%
Real Estate Taxes                        $21,000                $24,100            $48,200
Federal Tax Basis (2)                    $239,123              $308,405           $5,802,200
Mortgage Information:
  Balance payable                       $3,009,400                (4)                (6)
  Interest rate                           8.38%                   (4)                (6)
  Amortization period                    24 years                 (4)                (6)
  Maturity date                            3/06                   (4)                (6)
  Balance due at maturity               $2,583,200                (4)                (6)

</TABLE>

                                        7
<PAGE>

<TABLE>
<CAPTION>
                                         Southern               Suburban          Lexington
                                        Lexington,            Lexington,          Lexington,
Location                                 Maryland              Maryland            Maryland
<S>                                        <C>                   <C>                   <C>   

Percentage of Ownership                  100% (5)              100% (5)            100% (5)
Date Acquired                             11/98                  12/98              12/98
Acreage                                     36                    49                  30
Number of Homesites                        201                    135                 76
Monthly Rents (1)                          $220                  $202                $293
Occupancy                                  68%                    84%                83%
Real Estate Taxes                        $34,100                $16,900             $9,500
Federal Tax Basis (2)                   $2,453,400            $2,494,200          $1,404,800
Mortgage Information:                      (7)                    (7)                (7)
  Balance payable                          (7)                    (7)                (7)
  Interest rate                            (7)                    (7)                (7)
  Amortization period                      (7)                    (7)                (7)
  Maturity date                            (7)                    (7)                (7)
  Balance due at maturity                  (7)                    (7)                (7)

</TABLE>

(1)      Average rental rates in effect on December 31, 1998.
(2)      For  income  tax  purposes,   the  property  and  its   components  are
         depreciated  using both  straight-line  and  accelerated  methods  over
         useful lives ranging from five to 40 years.
(3)      Same mortgage  note payable as West Star.  (4) Same mortgage note 
         payable as Apache East.
(5)      The Trust  indirectly owns this property through N'Tandem at Lexington,
         LLC, a Maryland limited liability company, which is wholly-owned by the
         Operating Partnership.
(6)      The Trust entered into two notes,  one secured and one  unsecured  from
         Chateau,  for an aggregate of $5,001,000 with an interest rate of Prime
         plus one percent (8.75% at December 31, 1998),  with a maturity date of
         April 1999.
(7)      The  Trust  entered  into a note  from  Chateau  for  an  aggregate  of
         $5,650,000  with an interest  rate of Prime plus one percent  (8.75% at
         December 31, 1998), with a maturity date of November 1999.


Item 3.  LEGAL PROCEEDINGS

There are no pending legal  proceedings,  other than ordinary routine litigation
incidental to the business, to which the Trust is a party or to which any of its
properties is the subject.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 23, 1998, the Trust held its 1998 Annual Meeting of Shareholders.  At
the 1998 Annual Meeting, the Trust's shareholders voted on (i) the conversion of
the  Trust  from a  finite-life  entity  to an  infinite-life  entity;  (ii) the
amendment and  restatement of the Trust's  Declaration of Trust and the adoption
of By-laws  for the Trust;  (iii) the  approval  of a stock  option plan for the
Trust, through the approval and adoption of the proposed form of the 1998 Equity
Compensation  Plan;  and (iv) the annual  election  of  Trustees to serve on the
Trust's Board of Trustees.  Information  regarding the number of votes cast for,
against  or  withheld,  as well as the  number  of  abstentions,  on each of the
proposals presented at the 1998 Annual Meeting of Shareholders appears in Item 4
of the Trust's Form 10-QSB for the quarter ended September 30, 1998.

                                   8
<PAGE>


                                     PART II

Item 5.  MARKET FOR THE TRUST'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

As of December  31,  1998,  there was no public  market for the  Trust's  Common
Shares of record.  As of December 31, 1998, there were 181 shareholders  holding
an aggregate of 109,308 Common Shares.

Cash  distributions paid to holders of Common Shares since December 31, 1996 are
as follows:

                                         Aggregate
Date Paid                                Amount                     Per Share
---------                                ------                     ---------
November 1998                            $ 41,000                   $ 0.375
August 1998                              $ 37,700                   $ 0.375
May 1998                                 $ 33,800                   $ 0.375
February 1998                            $ 33,700                   $ 0.375
November 1997                            $ 33,800                   $ 0.375
August 1997                              $ 33,800                   $ 0.375
May 1997                                 $ 33,800                   $ 0.375
February 1997                            $ 33,800                   $ 0.375

Common Shares and Preferred Shares receive distributions of cash from operations
when and as declared by the  Trustees.  The  Trustees  are required to declare a
Preferred Share dividend on the Preferred Shares  annually,  equal to between 6%
and 7% of the per share  original  offering  price of the Preferred  Shares,  as
adjusted  for prior  distributions.  Once the annual  Preferred  Share  Dividend
Preference  is declared and paid,  the Trustees may declare  annually,  in their
discretion,  a Common  Share  dividend  which may not  exceed  the amount of the
Preferred Share dividend for such year. Any distributions in excess of the above
amounts are required to be distributed  pro rata among the Preferred  Shares and
the Common Shares as a single class.

On May 11, 1998, the Trust issued to Chateau 19,139 Common Shares at a price per
share of $25 upon conversion of $478,475 of a $5.5 million loan from Chateau. In
connection  with the issuance of such Common  Shares,  the Trust relied upon the
exemption from  registration  contained in Section 4(2) of the Securities Act of
1933,  as amended,  and the rules and  regulations  of the  Securities  Exchange
Commission promulgated thereunder.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

The following  discussion  should be read in conjunction  with the  Consolidated
Financial Statements and Notes thereto included elsewhere in this Annual Report.

Results of Operations

The Trust  incurred  net  losses of $22,400  and  $364,000  for the years  ended
December  31, 1997 and 1998,  respectively.  The  increase in the loss is mainly
attributable  to the  increase in interest and  depreciation  as a result of the
acquisitions  in 1998. The net loss per common share was $1.88 in 1997 and $4.88
in 1998.

Rent and  utilities  revenues  increased  from $956,100 in 1997 to $1,703,300 in
1998.  The  increases  were  due to the  acquisitions  in  1998  as well as rent
increases in the existing properties.

                                   9
<PAGE>

Equity in earnings (losses) of joint ventures,  which represents the Trust's 40%
interest in the net income of the Long Lake manufactured home community, and 11%
interest in Apache and Denali, decreased slightly from a loss of $30,600 in 1997
to a loss of $27,800 in 1998. Occupancy in both Apache and Denali increased from
81% in 1997 to 92.7% and 90.7%, respectively, in 1998.

Interest  income  decreased  slightly  from $5,000 in 1997 to $1,500 in 1998 due
mainly to lower cash balances maintained by the Trust.

Property  operating expenses increased from $456,800 in 1997 to $822,700 in 1998
due mainly to the acquisitions in 1998.

Interest expense  increased from $227,700 in 1997 to $652,000 in 1998 due mainly
to the debt incurred as a result of the acquisitions in 1998.

Depreciation  expense  increased  from  $163,100 in 1997 to $349,300  due to the
acquisitions made in 1998.

Advisory fee expense  represents a fee payable to the Advisor for  management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions.  Advisory fee expense
increased  from  $54,500  in  1997  to$147,100  in  1998  primarily  due  to the
acquisitions in 1998.

General and administrative expenses increased from $62,500 in 1997 to $92,800 in
1998. The increase was due to additional costs related to the acquisitions  made
in 1998.

The Trust was formed in November 1991 under the laws of the State of California.
At December 31, 1998,  the Trust's  portfolio was comprised of six  wholly-owned
and  three  partially-owned   manufactured  home  communities  containing  1,726
homesites located in four states.

Since its  organization,  the Trust has  elected  to qualify as a REIT under the
Code and thus does not  generally  pay  federal  corporate  income  taxes on its
earnings to the extent such earnings are distributed to shareholders.



Liquidity and Capital Resources

The  Trust's  principal  uses  of  its  liquidity  and  capital  resources  have
historically  been for  distributions  to shareholders,  property  acquisitions,
payment of advisory and management fees and payment of debt service. To maintain
its  qualification as a REIT under the Code, the Trust is required to distribute
to its  shareholders at least 95% of its "Real Estate  Investment  Trust Taxable
Income" as defined in the Code. The Trust declared  quarterly  distributions  on
its Common  Shares of an  aggregate of $1.50 per share in each of 1997 and 1998.
In addition,  the Trust paid quarterly  distributions on its Preferred Shares of
an aggregate of $1.50 per share in each of 1997 and 1998.  Future  distributions
on the Common  Shares will be determined  based on actual  results of operations
and cash available for distribution.

The  Trust's  principal  source of  liquidity  is its cash flow  generated  from
operations  generated  from its real estate  investments.  Net cash  provided by
operating  activities  was  $645,600 for the year ended  December  31, 1998.  At
December  31,  1998,   the  Trust's  cash  and   restricted   cash  amounted  to
approximately $26,300.

Net cash used in investing  activities was $11,538,600  which was used primarily
for the 1998 acquisitions.

                                   10
<PAGE>

In March 1998, the Trust acquired  Woodland Hills, a 627-site  manufactured home
community located in Montgomery,  Alabama,  for $5.5 million. In order to enable
the Trust to make the acquisition,  Chateau offered to make an investment in the
Trust.  The  Trustees  accepted  such offer and,  on March 30,  1998,  the Trust
entered into an agreement with Chateau,  pursuant to which Chateau invested $5.5
million  in the  Trust  in  exchange  for the  issuance  within  90 days of such
investment  of (i) such number of Common Shares (at a price of $25 per share) as
the Trustees may determine;  and (ii) promissory  notes in a principal amount of
the balance of the investment.  In connection with such  investment,  on May 11,
1998,  the Trust  issued to  Chateau  (i)  19,139  Common  Shares;  and (ii) two
promissory notes with an aggregate principal amount of $5,001,525.

In November  1998,  the Trust  acquired  Southern.  The purchase  price paid for
Southern was  $2,350,000,  of which  $2,000,000 was paid at closing and $350,000
will be paid over the next four years. In order to purchase  Southern,  N'Tandem
borrowed  $1,950,000  from  Chateau at an annual  interest  rate equal to 1% per
annum above the prime rate established by Bank One, N.A.

In December 1998, the Trust purchased Lexington and Suburban. Both Lexington and
Suburban are located in Lexington,  Maryland.  The aggregate  purchase price for
Lexington and Suburban was $4,250,000,  of which  $3,750,000 was paid at closing
and $500,000 will be paid upon completion of certain obligations relating to the
management of Southern,  Lexington and Suburban.  In order to purchase Lexington
and Suburban,  N'Tandem  borrowed  $3,700,000 from Chateau at an annual interest
rate of equal to 1% per annum above the prime rate established by Bank One, N.A.

At the end of the third  quarter of 1998,  the Trust  negotiated  to acquire one
manufactured  home community and ownership  interests in six other  manufactured
home  communities  from Windsor Park Properties 4. The acquisition is subject to
limited partners approval,  which has not yet been obtained. The consummation of
the proposed  acquisition is subject to the satisfaction of certain  conditions,
including the approval of Windsor's  limited  partners.  The purchase  price for
these assets will be paid by the Trust in cash.  Substantially  all of the funds
required by the Trust to complete the proposed  acquisition of these assets will
be  supplied  by  Chateau,  in  exchange  for the  issuance  by the  Trust of an
unsecured  promissory note.  Pursuant to the terms of the proposed  acquisition,
this promissory  note will be in a principal  amount of $9,000,000 and will bear
interest  at an  annual  rate  equal  to 1%  per  annum  above  the  prime  rate
established  by Bank  One,  N.A.  The  Trust  and  Chateau  have  discussed  the
possibility  of  converting  all or a portion  of the  principal  amount of this
promissory  note into Common Shares or Preferred  Shares;  however,  there is no
agreement or  understanding  between the Trust and Chateau  relating to any such
conversion.

The Trust's principal long-term liquidity  requirements will be the repayment of
principal on its  outstanding  mortgage debt and the  acquisition  of additional
properties  pursuant to the Trust's  Business  Plan.  At December 31, 1998,  the
Trust's total mortgage debt,  including its proportionate share of joint venture
debt, was  $13,672,600,  consisting  entirely of variable rate debt. The average
rate of interest on the variable  rate debt was 8.60% at December 31, 1998.  The
trust and  affiliated  entities  are jointly and  severally  liable for the full
amounts of the loans obtained jointly.

The Trust  intends to fund the  repayment  of its  mortgage  debt with equity or
other  debt  financings,   including  public  financings.  In  addition,  future
acquisitions of properties  will be funded through  investments by Chateau or by
other  third  parties  in the  Trust or with  equity or other  debt  financings,
including  public  financings.  The  availability  of such  investments  or such
financings will influence the Trust's decision to proceed with, and the pace of,
future acquisition activities.

Inflation

All of the leases or terms of tenants'  occupancies at the properties  allow for
at  least  annual  rental  adjustments.  In  addition,  all  of the  leases  are

                                        11
<PAGE>


month-to-month  and enable the Trust to seek market  rentals upon  reletting the
sites.  Such  leases  generally  minimize  the risk to the Trust of any  adverse
effect of inflation.

Year 2000 Compliance

The  Advisor  has  assessed  the impact of the year 2000 issue on its  reporting
systems and operations. The year 2000 issue exists because many computer systems
and  applications  abbreviate  dates by eliminating  the first two digits of the
year, assuming that these two digits are always 19. As a result,  date-sensitive
computer  programs may  recognize a date using "00" as the year 1900 rather than
the year 2000.  Unless,  corrected,  the  potential  exists for computer  system
failures or incorrect processing of financial and operational information, which
could disrupt operations

Substantially all of the computer systems and applications and operating systems
in use by the  Advisor  and  Chateau  and  properties  have been,  or are in the
process of being  upgraded and  modified.  The Trust is of the opinion  that, in
connection with those upgrades and modifications, it, as well as the Advisor and
Chateau,  have  addressed  applicable  year 2000 issues as they might affect the
computer  systems and applications in use by the Advisor and Chateau and located
at  the  Trust's  properties.  The  Trust  anticipates  that  implementation  of
solutions  to any  year  2000  issue  which it may  discover  will  require  the
expenditure of sums which the Trust does not expect to be material.

The Trust is  exposed  to the risk that one or more of its  vendors  or  service
providers may  experience  year 2000  problems  which impact the ability of such
vendor  or  service  provider  to  provide  goods  and  services.   Due  to  the
availability of alternative  suppliers,  this is not considered as significant a
risk with respect to the suppliers of goods. The disruption of certain services,
however, such as utilities,  could, depending upon the extent of the disruption,
have a material adverse impact on the Trust's operations.  To date, the Trust is
not aware of any vendor or  service  provider  year 2000  issue that  management
believes would have a material  adverse impact on the Trust's  operations if the
Trust,  however,  has no means of ensuring that its vendors or service providers
will be year 2000  ready.  The  inability  of vendors or  service  providers  to
complete  the year 2000  resolution  process in a timely  fashion  could have an
adverse  impact on the Trust and the  effect of  non-compliance  by  vendors  or
service  providers is not  determinable at this time.  Residents who pay rent to
the Trust do not pose Year 2000 problems for the Trust given the type and nature
of the Trust's properties and residents.

Widespread  disruptions  in the  national or  international  economy,  including
disruptions affecting the financial markets, resulting from year 2000 issues, or
in certain  industries,  such as commercial or investment banks, could also have
an adverse impact on the Trust. The likelihood and effect of such disruptions is
not determinable at this time.

The  Advisor  expects  to have all  systems  appropriately  modified  before any
significant  processing  malfunctions  could  occur and does not expect the year
2000 issue will materially  impact the financial  condition or operations of the
Trust.

                                        12

<PAGE>


Item 7.  FINANCIAL STATEMENTS

The following financial statements are filed as a part of this report:

                                                                 Page

Report of Independent Accountants                                 14

Balance Sheet as of December 31, 1998                             15

Statements of Operations for the years ended
 December 31, 1998 and 1997                                       16

Statements of Shareholders' Equity for
 the years ended December 31, 1998 and 1997                       17

Statements of Cash Flows for the years ended
 December 31, 1998 and 1997                                       18

Notes to Financial Statements                                     19


                                   13
<PAGE>


Report of Independent Accountants

To the Shareholders of N'Tandem Trust:

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated  statements  of  operations,  shareholders'  equity  and cash flows
present fairly,  in all material  respects,  the financial  position of N'Tandem
Trust (the "Trust") at December 31, 1998,  and the results of its operations and
its cash flows for each of the two years in the period ended  December 31, 1998,
in conformity with generally  accepted  accounting  principles.  These financial
statements are the responsibility of the Trust's management;  our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these  statements in accordance with generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.



PricewaterhouseCoopers LLP
Denver, Colorado
March 19, 1999


                                         14

<PAGE>

<TABLE>
<CAPTION>


                                 N'TANDEM TRUST
                           CONSOLIDATED BALANCE SHEET


                                                                                               December 31, 1998
                                                                                          --------------------------
ASSETS
<S> <C>                                                                                                <C>

Property held for investment, net                                                         $              16,352,800
Investments in joint ventures and limited partnerships                                                      806,600
Cash and cash equivalents                                                                                    26,300
Deferred financing costs, net                                                                                42,100
Other assets                                                                                                469,000
                                                                                          --------------------------

Total Assets                                                                              $              17,696,800
                                                                                          ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Mortgage notes payable                                                                  $               2,050,000
  Note payable to                                                                                  10,651,500 7,000
affiliate
Accounts payable
  Accrued expenses                                                                                          626,400
  Other liabilities                                                                                       1,021,700
  Due to Advisor and Affiliates                                                                             727,100
                                                                                          --------------------------
                                                                                          $              15,083,700
Total Liabilities

Commitments and Contingencies  (Note 9)

Shareholders' Equity:
  Preferred shares of beneficial interest, $0.01 par value; unlimited
  Shares authorized; 98,073 shares issued and outstanding                                                 2,121,700

  Common shares of beneficial interest, $0.01 par value; unlimited
  Shares authorized; 109,308 shares issued and outstanding                                                2,401,400

  Dividends in excess of accumulated earnings                                                           (1,910,000)

                                                                                          --------------------------

Total Shareholders' Equity                                                                                2,613,100
                                                                                          --------------------------

Total Liabilities and Shareholders' Equity                                                $              17,696,800
                                                                                          ==========================




</TABLE>



                See accompanying notes to financial statements.

                                        15
<PAGE>

<TABLE>
<CAPTION>


                                                 N'TANDEM TRUST
                                      CONSOLIDATED STATEMENTS OF OPERATIONS




                                                                            For The Year Ended December 31,
                                                                      --------------------------------------------

                                                                               1998                   1997
                                                                      --------------------   ---------------------
<S>                                                                            <C>                   <C>   

REVENUES

Rent and utilities                                                    $         1,703,300    $            956,100
Equity in earnings (losses) of joint ventures and limited
partnerships                                                                     (27,800)                (30,600)
Interest                                                                            1,500                   5,000
Other                                                                              22,900                  11,700
                                                                      --------------------   ---------------------

                                                                                1,699,900                 942,200
                                                                      --------------------   ---------------------

COSTS AND EXPENSES

Property operating                                                                822,700                 456,800
Interest                                                                          652,000                 227,700
Depreciation                                                                      349,300                 163,100
Advisory fee                                                                      147,100                  54,500
General and administrative:
  Related parties                                                                  28,800                  29,800
  Other                                                                            64,000                  32,700
                                                                      --------------------   ---------------------

                                                                                2,063,900                 964,600
                                                                      --------------------   ---------------------

Net loss                                                              $         (364,000)    $           (22,400)
                                                                      --------------------   ---------------------

Preferred dividends Paid                                                        (147,100)               (147,100)
                                                                      --------------------   ---------------------

Net loss attributable to common shares                                $         (511,100)    $          (169,500)
                                                                      ====================   =====================

Basic and diluted loss per common share                               $            (4.88)    $             (1.88)
                                                                      ====================   =====================

Dividends per common share                                            $              1.50    $               1.50
                                                                      ====================   =====================



</TABLE>




                 See accompanying  notes to financial statements.

                                        16
<PAGE>
<TABLE>
<CAPTION>



                                 N'TANDEM TRUST
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1998 and 1997


                                                                          Dividends
                                                                         In excess of
                                 Preferred            Common             Accumulated
                                   Shares             Shares               Earnings              Total
                              ----------------    ----------------     -----------------   -------------------
<S>                                 <C>                 <C>                      <C>                <C>   


Balance at
December 31, 1996              $    2,121,700      $    1,922,900      $      (947,800)      $      3,096,800

Net Loss                                                                       (22,400)              (22,400)

Dividends preferred                                                           (147,100)             (147,100)

Dividends common                                                              (135,300)             (135,300)

                                 -------------       -------------       ---------------       ---------------
Balance at
December 31, 1997             $  2,121,700        $     1,922,900      $    (1,252,600)    $        2,792,000
                                 -------------       -------------       ---------------       ---------------


Shares issued in connection
with acquisitions
                                                          478,500                                     478,500

Net Loss                                                                      (364,000)             (364,000)

Dividends preferred                                                           (147,100)             (147,100)

Dividends common                                                              (146,300)             (146,300)

                                 -------------       -------------       ---------------       ---------------
Balance at
December 31, 1998                $  2,121,700        $  2,401,400         $ (1,910,000)        $   2,613,100
                                 =============       =============       ===============       ===============

</TABLE>



                 See accompanying notes to financial statements

                                          17
<PAGE>

<TABLE>
<CAPTION>

                                 N'TANDEM TRUST
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                       For The Year Ended December 31,
                                                                    --------------------------------------

                                                                            1998               1997
                                                                    --------------------------------------
<S>                                                                        <C>                  <C>    

Cash flows from operating activities:
 Net loss                                                            $          (364,000)  $     (22,400)
 Adjustments to reconcile net loss to net cash provided by
   operating activities:
   Depreciation                                                                   349,300         163,100
   Equity in (earnings) losses of joint ventures
      and limited partnerships                                                     27,800          30,600
  Joint ventures' cash distribution                                              (27,800)               -
   Loss on sale of property                                                             -           3,000
   Amortization of deferred financing costs                                        11,100          13,200

Changes in operating assets and liabilities:
   (Increase) decrease in other assets                                          (367,200)          34,200
   Increase (decrease) in accounts payable                                          1,200         (8,900)
   Increase (decrease) in accrued expenses                                        593,200        (25,000)
   Increase (decrease) in tenant deposits and other liabilities                   171,600        (20,800)
   Increase (decrease) in due to advisor and affiliates                           250,300        (26,700)
                                                                    --------------------------------------

Net cash provided by operating activities                                         645,500         140,300
                                                                    --------------------------------------

Cash flows from investing activities:
  Increase in property held for investment                                   (11,591,300)        (45,900)
  Increase in investment in joint ventures
    and limited partnerships                                                            -        (26,100)
  Proceeds from sale of property                                                        -       1,704,000
  Joint Ventures' and limited partnerships'
    cash distributions                                                             52,700           6,000
                                                                    --------------------------------------

Net cash provided (used in) by investing activities                          (11,538,600)       1,638,000
                                                                    --------------------------------------

Cash flows from financing activities:
  Issuance of common shares                                                       478,500               -
  Dividends paid                                                                (293,400)       (282,400)
  Proceeds from note due to Chateau                                            10,651,500               -
  Repayment of mortgage notes payable                                                   -     (1,313,800)
  Repayment of loan from affiliate                                                      -       (241,300)
                                                                    --------------------------------------

Net cash provided by (used in) financing activities                            10,836,600     (1,837,500)
                                                                    --------------------------------------

Net decrease in cash and cash equivalents                                        (56,500)        (59,200)

Cash and cash equivalents at beginning of year                                     82,800         142,000
                                                                    --------------------------------------

Cash and cash equivalents at end of year                             $             26,300  $       82,800
                                                                    ======================================

Supplemental disclosure of cash flow information: Cash paid during the year for:
    Interest (none capitalized)                                      $            219,350  $      238,100
                                                                    ======================================

</TABLE>

                  See accompanying  notes to financial statements.

                                        18
<PAGE>


                                 N'TANDEM TRUST

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  THE TRUST AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Trust

N'Tandem Trust, an unincorporated  California business trust (the "Trust"),  was
formed in  November  1991 for the  purpose of  acquiring,  managing  and selling
existing  manufactured  "home"  communities.  The  Advisor  of the  Trust is The
Windsor  Corporation (the  "Advisor"),  a California  corporation.  In September
1997,  Chateau  Communities,  Inc  ("Chateau"),  a publicly  traded  real estate
investment trust, purchased 100% of the shares of the Advisor.

The Trust was funded  through a public  offering of common and preferred shares
which  commenced in April 1992 and terminated in April 1993.

On  September  23, 1998 the Trust  provided to  Shareholders  a Proxy  Statement
seeking the approval of the Trust's  shareholders  of (i) the  conversion of the
Trust from a finite-life entity to an infinite-life  entity ("Proposal 1"); (ii)
the amendment and restatement of the Trust's  Declaration of Trust (the "Amended
Declaration"),  and the  adoption  of By-laws for the Trust  ("Proposal  2", and
together with Proposal 1, the "Organizational  Amendments");  (iii) the approval
of a stock  option plan for the Trust,  through the approval and adoption of the
proposed  form of the 1998 Equity  Compensation  Plan (the "Equity  Compensation
Plan Approval" or "Proposal 3"); and (iv) the annual election of trustees of the
Trust.  The Proposals  were  presented and approved by the  shareholders  at the
Annual Meeting of Shareholders of the Trust held on October 23, 1998.

The  principal  purposes of the  Organizational  Amendments  were to convert the
Trust from a  finite-life  to an  infinite-life  entity,  and to remove  various
restrictions  and limitations and other  requirements  contained in the existing
Declaration  of Trust of the  Trust  which are not  typically  found in the more
modern  organizational  documents of leading real estate investment  trusts. The
Amended  Declaration  also  provided  for  changing  the name of the Trust  from
"Windsor Real Estate Investment Trust 8" to "N' Tandem Trust."

As a result of the  approval  of the  Organizational  Amendments,  the Trust now
intends to move forward with certain  transactions and to effect certain changes
including the  following:  (i) the Trust will complete its  restructuring  as an
"umbrella  partnership" REIT in order to facilitate tax-free and/or tax-deferred
acquisitions of additional properties,  (ii) the Trust will begin implementing a
growth-oriented  business plan (the "Business Plan") intended to cause the Trust
to attain  greater  size and asset  diversity;  and (iii) if  successful  in the
implementation  of the Business Plan, the Trust anticipates that it will seek to
list the  Common  Shares on a national  securities  exchange  or NASDAQ,  and if
deemed  appropriate,  raise  additional  capital through an underwritten  public
offering of the Common Shares or other securities of the Trust.

The Trust's  current  portfolio  of  properties  is  comprised  of a 100 percent
ownership  interest  in six  manufactured  home  community  properties  and a 40
percent,  11  percent,  and 11 percent  interest,  respectively,  in three other
manufactured  home community  properties.  The Trust  believes that  significant
opportunities  exist to acquire  additional  properties  that fit the investment
objectives and guidelines set forth in its Business Plan. The Trust  anticipates
that it will focus on acquisitions where the Trust believes there is substantial

                                   19
<PAGE>

opportunity  to  improve  operational  and  financial  results or where for some
reason,  because  of poor  management  or  otherwise,  a property  is  operating
substantially below its potential.  Additionally,  Chateau has advised the Trust
that it intends to  announce  that the Trust will be a primary  vehicle  through
which Chateau will make investments in manufactured home communities that do not
fit the core asset type  typical of the  existing  Chateau  portfolio,  which is
characterized   by  large,   stable,   institutional-quality,   full  amenitized
properties.  The Trust will employ  higher  levels of leverage  than Chateau and
will focus primarily on "lower profile assets",  meaning properties that (i) are
typically not part of a portfolio of manufactured housing community  properties;
(ii) are located in tertiary  demographic and geographic markets;  (iii) are not
managed by a nationally known manufactured home community operator;  (iv) may be
managed by an on-site  owner who lives at the  property;  and (v) may be smaller
and are likely to have fewer  amenities and a greater  proportion of single-wide
homes  than  the  typical  Chateau  community.   The  Trust  believes  that  its
affiliation  with  Chateau will benefit the Trust by providing it with access to
Chateau's national  organization,  management team and investment and management
philosophies.  Through its affiliation with Chateau,  the Trust believes that it
will be exposed to a wider  range of  acquisition  opportunities  as a result of
Chateau's  national  organization  and  knowledge  of the  manufactured  housing
community industry and will benefit from Chateau's  expertise in effectively and
efficiently managing properties.

Principles of Consolidation

The accompanying financials statements include the accounts of the Trust and its
wholly owned subsidiaries.

Property Held for Investment

Property held for  investment is carried at cost unless facts and  circumstances
indicate that the carrying value of the property may be impaired.  Impairment is
determined  by  comparing  the  estimated  future cash flows  (undiscounted  and
without interest charges) from an individual  property to its carrying value. If
such cash flows are less than the property's  carrying value, the carrying value
of the project is written down to its estimated fair value.  No such  writedowns
were recorded for the years ended December 31, 1998 or 1997.

Property held for investment is depreciated over various  estimated useful lives
(building  and  improvements  - 5 to 20 years;  fixtures and  equipment - 3 to 5
years)  using  the  straight-line  method.  When  assets  are sold or  otherwise
disposed of, the cost and related accumulated  depreciation are removed from the
accounts,  and  any  gain  or  loss  is  included  in net  income.  Repairs  and
maintenance are charged to operations as incurred.

In March of 1998, the Trust acquired a 627-site  manufactured  home community in
Montgomery,  Alabama, for $5.5 million (the "Montgomery Acquisition").  In order
to  enable  the  Trust  to make  the  acquisition,  Chateau  offered  to make an
investment  in the Trust.  The  Trustees  accepted  such offer and, on March 30,
1998,  the Trust  entered  into an  agreement  with  Chateau,  pursuant to which
Chateau  invested  $5.5  million  in the Trust  (the  "Chateau  Investment")  in
exchange for the issuance  within 90 days of such  investment of (i) such number
of Common Shares of beneficial interest offering Trust (the "Common Shares") (at
a price of $25 per share) as the Trustees  may  determine;  and (ii)  promissory
notes in a principal  amount of the balance of the investment  (the  "Promissory
Notes"). In connection with the Chateau  Investment,  on May 11, 1998, the Trust
issued to Chateau (i) 19,139  Common  Shares (at a price of $25 per share);  and
(ii) two Promissory Notes with an aggregate principal amount of $5,001,525.

In  November  1998,  the Trust  purchased  Southern  Mobile  Home  Community,  a
community containing 201 sites located in Lexington Park, Maryland. The purchase
price was $2,350,000,  of which $2,000,000 was paid at closing and $350,000 will
be paid over the next four years. In order to purchase the community,  the Trust
borrowed $1,950,000 from Chateau at a rate of Prime plus one percent per annum.

In December 1998, the Trust purchased two  communities,  Lexington  Manufactured
Home  Community,   containing  76  homesites  and  Suburban   Manufactured  Home

                                        20
<PAGE>

Community,  containing 135 homesites,  both located in Lexington,  Maryland (the
"Lexington Acquisition"). The Lexington Acquisition was completed for a purchase
price of $4,250,000,  of which  $3,750,000 was paid at closing and $500,000 will
be paid upon completion of certain obligations relating to the management of the
Lexington Properties.  In order to complete the acquisition,  the Trust borrowed
$3,700,000 from Chateau at a rate of Prime plus one percent per annum.

The following unaudited pro forma income statement information has been prepared
as if the significant acquisitions made in 1998 had occurred on January 1, 1997.
The pro forma income  statement is not  indicative of the results which actually
would have occurred if these  acquisitions  had been  consummated  on January 1,
1997.
<TABLE>
<CAPTION>

                                                                          1998              1997
                                                                          ----              ----
<S>                                                                       <C>               <C>   

Revenues                                                       $        2,948,400  $      2,939,000
                                                                        =========         =========

Total Expenses                                                 $        3,594,200  $      3,525,800
                                                                        =========         =========

Net loss attributable to common shares                         $        (792,912)  $      (733,900)
                                                                        =========         =========

Basic and diluted loss per common share                        $           (7.25)  $         (6.71)
                                                                            =====            ======

</TABLE>

Investment in Joint Ventures and Limited Partnerships

The  investment  in joint  ventures are  accounted  for by utilizing  the equity
method of accounting as the  properties  are subject to joint control  requiring
approval  or mutual  agreement  of the  investees.  The  investment  in  limited
partnerships  are also  accounted for utilizing the equity method as the Limited
Partners have significant rights.

Financing Costs

Financing  costs are  amortized  to interest  expense  over the life of the note
utilizing a method, which approximates the effective interest method.

Income Taxes

The Trust operates in a manner intended to enable it to qualify as a real estate
investment trust ("REIT")under  Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended.  Under those  sections,  a REIT which  distributes  at
least 95% of its investment trust taxable income to its  shareholders  each year
and which meets  certain other  conditions  will not be taxed on that portion of
its taxable income which is distributed to its  shareholders.  The Trust intends
to continue to qualify and to distribute substantially all of its taxable income
to its  shareholders.  Therefore,  no  provision  for  Federal  income  taxes is
required.

Basic and Diluted Loss per Common Share

Basic and diluted  loss per common  share  calculated  is based on the  weighted
average number of common shares outstanding during the year and income available
to the common shareholders.  Basic and diluted earnings per common share are the
same, as the Trust has no dilutive  securities.  The weighted  average number of
common shares  outstanding during the years ended December 31, 1998 and 1997 was
104,641 and 90,169, respectively.

                                   21
<PAGE>


Statements of Cash Flows

For  purposes  of  the  statements  of  cash  flows,  the  Trust  considers  all
highly-liquid investments purchased with an original maturity of three months or
less to be cash equivalents.


Use of Estimates

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

Revenue Recognition

Rental  income is  recognized  when  earned and due from  residents.  The leases
entered into by residents  for the rental of a site are  generally for terms not
longer than one year and renewable  upon the consent of both parties or, in some
instances, as provided by statute.

NOTE 2.  AMENDED AND RESTATED DECLARATION OF TRUST

In accordance with the Amended and Restated Declaration of Trust, no shareholder
shall be personally  liable for any  liabilities,  debts or  obligations  of, or
claims against the Trust. The number of common and preferred shares  outstanding
at  December  31,  1998  was  109,308  and  98,073,  which  represented  capital
contributions of $2,732,725 and $2,451,825.

The Advisor is entitled to receive from the Trust various fees and  compensation
which are summarized as follows:

Operational Stage

For management of the Trust's business,  the Advisor earns an advisory fee of 1%
of  invested  assets  and  .5% of  uninvested  assets.  The  fee is  subject  to
limitation  if the Trust's  total  operating  expenses (as  defined)  exceed the
greater of 2% of the Trust's  average  invested assets or 25% of the Trust's net
income.  The fee is also  subordinated  to  preferred  shareholders  receiving a
minimum  of 6% and  maximum  of 7%  annual  cumulative  dividend,  and to common
shareholders  receiving a 6% annual  noncumulative  dividend.  Advisory  fees of
$147,100 and $54,500 were accrued  during the years ended  December 31, 1998 and
1997, respectively.

The Trust  reimburses  the Advisor for certain  direct  expenses  and  employee,
executive and administrative  time which are incurred on the Trust's behalf. The
Trust was charged  $28,800  and  $34,500  for such costs  during the years ended
December 31, 1998 and 1997,  respectively.  These costs are included in property
operating and general and administrative expenses in the accompanying Statements
of Operations.  As of December 31, 1998, the Trust owed the Advisor $727,100 for
advisory fees and other operating  expenses and $418,700 to Chateau for interest
on the secured and unsecured notes.

                                   22
<PAGE>



Liquidation Stage

During the Trust's liquidation stage, the total compensation paid to all persons
for the sale of Trust properties is limited to competitive real estate brokerage
fees, not to exceed 6% of the contract  price for the sale of the property.  The
Advisor  may receive up to one-half  of the  competitive  real estate  brokerage
fees,  not to exceed 3%, if it provides a substantial  amount of the services in
the sales effort.

The Advisor also receives 15% of cash  distributions  from the sale or financing
of Trust properties. The participation is subordinated to preferred shareholders
receiving a return of capital  plus an 8% per annum  cumulative,  non-compounded
return; and to common stockholders  receiving a return of capital plus a 10% per
annum   cumulative,   non-compounded   return.   Returns   are   computed  on  a
property-by-property basis.

                                        23
<PAGE>



NOTE 3.  PROPERTY HELD FOR INVESTMENT

Property  held for  investment  consists of six  manufactured  home  communities
summarized as follows:
<TABLE>
<CAPTION>

Name of Property                       Date Acquired                         Location
<S>     <C>                               <C>                                   <C>    

West Star                              January 15, 1993                      Tucson, Arizona
El Frontier                            February 18, 1994                     Tucson, Arizona
Woodland Hills                         March 30, 1998                        Montgomery, Alabama
Southern                               November 30, 1998                     Lexington, Maryland
Suburban                               December 2, 1998                      Lexington, Maryland
Lexington                              December 2, 1998                      Lexington, Maryland


</TABLE>
                                                           December 31, 1998
                                                   ---------------------------

Land                                               $                4,737,300
Buildings and improvements                                         12,555,400
Furniture and equipment                                                74,100
                                                   ---------------------------

                                                                   17,366,800
Less accumulated depreciation                                       1,014,000
                                                   ---------------------------
                                                   $               16,352,800
                                                   ===========================


                                   24
<PAGE>




NOTE 4.  INVESTMENT IN JOINT VENTURES AND LIMITED PARTNERSHIPS

The Trust's  investments in joint ventures and limited  partnerships  consist of
interests in three manufactured home communities at December 31, 1998.

The condensed financial position and results of operations of the joint ventures
and limited partnerships are as follows (unaudited):
<TABLE>
<CAPTION>

                                                                                              December 31, 1998
                                                                                          --------------------------
Financial Position
<S>     <C>                                                                                           <C>   


Property held for investment, net                                                         $               7,906,300
Cash                                                                                                         34,600
Other assets                                                                                                179,400
                                                                                          --------------------------

    Total assets                                                                          $               8,120,300
                                                                                          ==========================

Mortgage note payable                                                                     $               4,609,400
Accounts payable                                                                                              8,600
Other liabilities                                                                                           103,900
                                                                                          --------------------------

    Total liabilities                                                                                     4,721,900

Partners' equity                                                                                          3,398,400
                                                                                          --------------------------

Total liabilities and Partner's equity                                                    $               8,120,300
                                                                                          ==========================

</TABLE>
<TABLE>
<CAPTION>


                                                                   Year Ended                    Year Ended
                                                                December 31,1998              December 31, 1997
                                                             ------------------------     --------------------------
Results of Operations
<S>                                                                    <C>                       <C>    

Property revenues                                            $             1,211,000      $               1,089,100

Expenses:
  Property operating                                                         690,000                        654,300
  Interest                                                                   436,000                        353,200
  Depreciation                                                               280,400                        242,400
                                                             ------------------------     --------------------------

                                                                           1,406,400                      1,249,900
                                                             ------------------------     --------------------------

Net (Loss)                                                   $             (195,400)      $               (160,800)
                                                             ========================     ==========================
</TABLE>


                                            25
<PAGE>


NOTE 5. NOTES PAYABLE AND OTHER LIABILITIES
<TABLE>
<CAPTION>

Mortgage notes payable consist of the following at December 31, 1998:

Property                               Principal Outstanding   Interest Rate @ 12/98        Maturity
-------------------------------- ----------------------------- ---------------------------- ----------------------------
<S>                                             <C>                          <C>                <C>   

Weststar/El Frontier                   $2,050,000              8.23%                        2002
Secured notes to Chateau               $9,300,600              8.75%                        1999
Unsecured notes to Chateau             $1,350,900              8.75%                        1999
</TABLE>

Included in other liabilities are the deferred payments incurred during the 1998
acquisition, including $350,000 incurred in the Southern acquisition, to be paid
over the next four years and $500,000  incurred on the Lexington  acquisition to
be paid upon completion of certain obligations relating to the management of the
Lexington properties.

NOTE 6.  COMMON AND PREFERRED SHARES

Preferred  shareholders  receive a minimum of 6% and a maximum of 7% cumulative,
preferred  dividend,  the preferred dividend rate to be established  annually by
the  Board of  Trustees.  After  the  payment  of  preferred  dividends,  common
shareholders  are  eligible  to receive a  noncumulative  dividend  equal to the
preferred  dividend rate for that year. Any further dividends  declared are paid
equally on a per share basis to common and preferred shareholders. The preferred
dividend rate, as  established by the Board of Trustees,  was 6% for both of the
years ended December 31, 1998 and 1997.

For  federal  income tax  purposes,  earnings  and  profits of the Trust will be
allocated to preferred and common shareholders in accordance with their dividend
priorities.   Accordingly,  taxable  income  is  first  allocated  to  preferred
shareholders to the extent of their dividend priority.

NOTE 7.  STOCK OPTION PLAN

During 1998, the Trust adopted an Equity Compensation Plan, which allows for the
grant of incentive stock options, non-qualified stock options, restricted shares
and dividend  equivalent  rights.  For the year ended  December 31, 1998,  5,000
options were granted, none were exercised,  and none were forfeited. The options
vest after one year and have an exercise price of $25, which  approximated  fair
market value at the grant date. The proforma  effects of the grants,  under SFAS
123 "Accounting for Stock Based Compensation"  ("SFAS 123" are immaterial to net
income. As permitted by SFAS 123, the Trust elected to use Accounting Principles
Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees"  and related
interpretations,  in  accounting  for its stock  option  plan.  No  compensation
expense was recognized for the year ended December 31, 1998.

NOTE 8.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash equivalents, receivables, accounts payable, accrued
expenses  and other  liabilities  approximate  fair  value  because of the short
maturity of these financial instruments. The mortgage note payable bear interest
at a variable rate indexed to either Treasury Bills, LIBOR; or Prime; therefore,
the Advisor believes the carrying values of the notes approximate fair value.

NOTE 9.  CONTINGENCIES

The Trust, as an owner of real estate, is subject to various environmental laws.
Compliance by the Company with  existing  laws has not had a material  effect on
the results of operations, financial condition or cash flows of the Company, nor
does management believe it will have a material impact in the future.

                                      26
<PAGE>


NOTE 10.  TRUST PARTY TRANSACTIONS

Chateau and/or its predecessor have been providing property  management services
to the Trust since 1992. For this service, Chateau is paid a property management
fee, which is based on a percentage of actual gross receipts of the  properties.
The total management fees paid to Chateau were $80,000 and $48,200 for the years
ended  December  31, 1998 and 1997,  respectively.  In addition  certain  direct
expenses are paid by Chateau on behalf of the Trust and then  reimbursed  by the
Trust.  These amounts were $203,300 and $78,000 for the years ended December 31,
1998 and 1997, respectively.

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

There have been no  disagreements  over accounting or financial  disclosure with
the independent accountants for the Trust during the two most recent years.


Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
         COMPLIANCE  WITH SECTION 16(a) OF THE EXCHANGE ACT

Information  regarding  the Trustees of the Trust  appears in the Trust's  proxy
statement for its 1999 Annual Meeting of Shareholders and is incorporated herein
by reference. As of March 31, 1999, the Trust did not have any employees.

Information  regarding  compliance with Section 16(a) of the Securities Exchange
Act of 1934,  as amended,  appears in the Trust's  proxy  statement for its 1999
Annual Meeting of Shareholders and is incorporated herein by reference.

Item 10.  EXECUTIVE COMPENSATION

Information  regarding  compensation  the  Trustees of the Trust  appears in the
Trust's  proxy  statement  for its 1999 Annual  Meeting of  Shareholders  and is
incorporated herein by reference.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table of  beneficial  ownership  of the Trust  appears in the Trust's  proxy
statement for its 1999 Annual Meeting of Shareholders and is incorporated herein
by reference.


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  regarding certain relationships and related transactions appears in
the Trust's proxy statement for its 1999 Annual Meeting of  Shareholders  and is
incorporated herein by reference.

                                   27

<PAGE>

<TABLE>
<CAPTION>

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits and Index of Exhibits

Exhibit                                                                                                     Page
Number                              Description                                                             Number
<S>                                     <C>                                                                   <C>  

3.1                 Amended and Restated Declaration of Trust*
3.2                 By-laws of the Company**
10.1                1998 Equity Compensation Plan***
10.2                Investment Agreement by and between Windsor Real Estate Investment Trust 8 and
                    Chateau Communities, Inc.****
21.                 List of Subsidiaries                                                                     31
27.                 Financial Data Schedule                                                                  32



*        Filed as Appendix A to the Company's Proxy Statement for its 1998 Annual Meeting of Shareholders filed with the Commission
         on September 17, 1998.
**       Filed as Appendix B to the Company's Proxy Statement for its 1998 Annual Meeting of Shareholders filed with the Commission
         on September 17, 1998.
***      Filed as an attachment the Company's Proxy Statement for its 1998 Annual Meeting of Shareholders filed with the Commission
         on September 17, 1998.
****     Filed as Exhibit 7.1 to Schedule 13D (Amendment No. 2) of Chateau Communities, Inc. filed with the Commission on December
         18, 1998.
</TABLE>


         (b)      Reports on Form 8-K

The Trust filed on December 14,1998 a Current Report on Form 8-K, dated November
30, 1998, reporting the acquisition of Southern Mobile Home Community, Lexington
Manufactured  Home  Community  and Suburban  Manufactured  Home  Community,  all
located in Lexington Park, Maryland.  On February 12, 1999, the Company filed on
Form 8-K/A the financial statements relating to the acquisitions reported on the
Form 8-K, dated November 30, 1998.

         The financial statements filed were as follows:

         The  Audited  Historical  Summary  of  Revenues  and  Direct  Operating
         Expenses  for  Lexington   Manufactured  Home  Community  and  Suburban
         Manufactured Home Community for the year ended December 31, 1997.

         The  Audited  Historical  Summary  of  Revenues  and  Direct  Operating
         Expenses for Southern Mobile Home Community for the year ended December
         31, 1997.

         The pro forma financial statements filed were as follows:

         Pro Forma Condensed  Statements of Operations of the Trust for the nine
         months  ended  September  30, 1998 and for the year ended  December 31,
         1997 (Unaudited).

         Pro Forma Condensed Balance Sheet of the Trust as of September 30, 1998
(Unaudited).

                                             28

<PAGE>

<TABLE>
<CAPTION>


                                  Exhibit Index

Exhibit                                                                                                     Page
Number                                                 Description                                         Number
<S>                                                        <C>                                               <C>

3.1                 Amended and Restated Declaration of Trust*
3.2                 By-laws of the Company**
10.1                1998 Equity Compensation Plan***
10.2                Investment Agreement by and between Windsor Real Estate Investment Trust 8 and
                    Chateau Communities, Inc.****
21.                 List of Subsidiaries                                                                     31
27.                 Financial Data Schedule                                                                  32

---------------------

*        Filed as Appendix A to the Company's Proxy Statement for its 1998 Annual Meeting of Shareholders filed with the Commission
         on September 17, 1998.
**       Filed as Appendix B to the Company's Proxy Statement for its 1998 Annual Meeting of Shareholders filed with the Commission
         on September 17, 1998.
***      Filed as an attachment the Company's Proxy Statement for its 1998 Annual Meeting of Shareholders filed with the Commission
         on September 17, 1998.
****     Filed as Exhibit 7.1 to Schedule 13D (Amendment No. 2) of Chateau Communities, Inc. filed with the Commission on December
         18, 1998.
</TABLE>


                                        29

<PAGE>






                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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 on this 31st day of
March, 1999.


                                 N'TANDEM TRUST



                           By: /S/ GARY P. MCDANIEL
					                         _____________________ 
                                GARY P. MCDANIEL
                                     Trustee

Date:  March 31, 1999


                                        30

<PAGE>