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

                        Quarterly or Transitional Report

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

                                  Form 10-QSB/A

(MarkOne)
[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999


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


              For the transition period from _________to _________

                         Commission file number 0-14470

                       INVESTORS FIRST-STAGED EQUITY L.P.
        (Exact name of small business issuer as specified in its charter)



         Delaware                                           36-3310965
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                       (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

<PAGE>

                         PART I - FINANCIAL INFORMATION

(This document  amends the Form 10-QSB for the quarter ended September 30, 1999,
due to the reversal of the extraordinary gain on early extinguishment of debt.)

ITEM 1.     FINANCIAL STATEMENTS

a)

                       INVESTORS FIRST-STAGED EQUITY L.P.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                               September 30, 1999
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,908
   Receivables and deposits                                                     872
   Restricted escrows                                                           585
   Other assets                                                               1,454
   Investment properties:
       Land                                                  $  8,402
       Buildings and related personal property                 40,525
                                                               48,927
       Less accumulated depreciation                          (27,386)       21,541
                                                                           $ 26,360

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $  158
   Accrued interest                                                             405
   Tenant security deposit liabilities                                          502
   Accrued property taxes                                                       125
   Other liabilities                                                            106
   Advances from affiliates of General Partner                                  326
   Mortgage notes payable                                                    42,203

Partners' Deficit
   General partner                                             $ (356)
   Limited partners (16,261.152 units issued and
      outstanding)                                            (17,109)      (17,465)
                                                                           $ 26,360
</TABLE>

             See Accompanying Notes to Consolidated Financial Statements

<PAGE>

b)

                       INVESTORS FIRST-STAGED EQUITY L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                           (in thousands, except unit data)
<TABLE>
<CAPTION>

                                           Three Months Ended      Nine Months Ended
                                              September 30,          September 30,
                                            1999        1998        1999       1998
Revenues:
<S>                                       <C>         <C>         <C>        <C>
   Rental income                          $  2,231    $ 2,059     $ 6,516    $ 6,050
   Other income                                 60         98         204        283
      Total revenues                         2,291      2,157       6,720      6,333
Expenses:
   Operating                                   641        685       1,946      2,017
   General and administrative                   45         59         136        198
   Depreciation                                479        475       1,437      1,403
   Interest                                    828        835       2,459      2,501
   Property taxes                              125        119         368        346
   Loss on disposition of property              --         49          --         49
      Total expenses                         2,118      2,222       6,346      6,514

Income (loss) before extraordinary
  item                                         173        (65)        374       (181)
Extraordinary gain on early
  extinguishment of debt                        --        260          --        270

Net income                                $    173    $   195     $   374    $    89

Net income allocated
  to general partners (1%)                $      2    $     2     $     4    $     1
Net income allocated
  to limited partners (99%)                    171        193         370         88

                                          $    173    $   195     $   374    $    89

Net income (loss) per limited partnership
   unit:
   Income (loss) before
     extraordinary item                   $  10.52    $ (3.96)    $ 22.75    $(11.00)
   Extraordinary item                           --      15.82          --      16.41

               Net income                 $  10.52    $ 11.86     $ 22.75    $  5.41

</TABLE>

             See Accompanying Notes to Consolidated Financial Statements

<PAGE>

c)

                       INVESTORS FIRST-STAGED EQUITY L.P.
             CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                        (in thousands, except unit data)


<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General     Limited
                                      Units       Partner     Partners      Total

Partners' deficit at
<S>         <C> <C>                 <C>          <C>         <C>          <C>
   December 31, 1998                16,261.152   $ (360)     $(17,479)    $(17,839)

Net income for the nine months
   ended September 30, 1999                --         4           370          374

Partners' deficit
   at September 30, 1999            16,261.152   $ (356)     $(17,109)    $(17,465)
</TABLE>

             See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)
                       INVESTORS FIRST-STAGED EQUITY L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                  1999        1998
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $  374        $  89
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Extraordinary gain on early extinguishment of debt                --         (270)
   Depreciation                                                   1,437         1,403
   Amortization of loan costs and leasing commissions               141          145
   Loss on disposition of property                                   --           49
  Change in accounts:
      Receivables and deposits                                     (134)        (104)
      Other assets                                                  (38)         (84)
      Accounts payable                                               79           14
      Accrued interest                                               13          200
      Tenant security deposit liabilities                            34           48
      Accrued property taxes                                        125          118
      Other liabilities                                              (4)         (10)

       Net cash provided by operating activities                  2,027        1,598

Cash flows from investing activities:
  Property improvements and replacements                           (461)        (723)
  Net (deposits to) withdrawals from restricted escrows             (61)         311
  Lease commissions paid                                            (39)          --

       Net cash used in investing activities                       (561)        (412)

Cash flows from financing activities:
  Payment of loan costs                                              --         (106)
  Payments on mortgage notes payable                               (742)      (2,511)
  Advances to affiliates                                             --            3

       Net cash used in financing activities                       (742)      (2,614)

Net increase (decrease) in cash and cash equivalents                724       (1,428)

Cash and cash equivalents at beginning of period                  1,184        2,640

Cash and cash equivalents at end of period                      $ 1,908      $ 1,212

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,338      $ 2,184
</TABLE>

             See Accompanying Notes to Consolidated Financial Statements

<PAGE>

e)
                       INVESTORS FIRST-STAGED EQUITY L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying  unaudited  consolidated  financial  statements  of  Investors
First-Staged  Equity L.P. (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.  In the opinion of MAERIL,  Inc. (the "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, 1999, are not  necessarily  indicative of
the results that may be expected  for the fiscal year ending  December 31, 1999.
For further  information,  refer to the  consolidated  financial  statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998.

Principles of Consolidation

The Partnership's  consolidated financial statements include the accounts of its
99.99% limited partnership interests in Serramonte, LP, VMS Apartments Portfolio
II and VMS  Apartments  Portfolio III. The general  partner of the  consolidated
partnership,  MAERIL,  Inc., may be removed by the  Registrant;  therefore,  the
consolidated  partnership is controlled and consolidated by the Registrant.  All
significant interpartnership balances have been eliminated.

Note B - Transfer of Control

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

Note C - Transactions with Affiliates and Related Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership  activities.
The  Partnership  Agreement  provides  for certain  payments to  affiliates  for
services and as  reimbursement  of certain  expenses  incurred by  affiliates on
behalf of the Partnership.

During the nine months  ended  September  30, 1999 and 1998,  affiliates  of the
General  Partner were entitled to receive 5% of gross  receipts from both of the
Registrant's  residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $171,000 and $159,000 for
the nine months ended  September 30, 1999 and 1998,  respectively.  For the nine
months ended September 30, 1998, affiliates of the General Partner were entitled
to  receive  varying   percentages  of  gross  receipts  from  the  Registrant's
commercial property for providing property management  services.  The Registrant
paid  to such  affiliates  approximately  $147,000  for the  nine  months  ended
September 30, 1998.  No such fees were paid for the nine months ended  September
30, 1999 as these services were provided by an unrelated  third party  effective
October 1, 1998, the date of the Insignia Merger.

<PAGE>

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately $88,000 and $115,000 for the
nine months ended September 30, 1999 and 1998,  respectively.  Included in these
expenses for the nine months ended September 30, 1999 is approximately $6,000 in
reimbursements  for  construction  oversight  costs.  There  were no such  costs
incurred for the nine months ended September 30, 1998.

During the nine months ended September 30, 1998 the Partnership  paid affiliates
of  the  General  Partner  approximately  $40,000  for  loan  costs  which  were
capitalized  and are included in other assets in the  accompanying  consolidated
balance  sheet.  These loan costs related to the  refinancing  of the investment
properties.  There  were no  such  costs  incurred  for the  nine  months  ended
September 30, 1999.

In prior years the  Partnership was advanced funds from a former General Partner
in order to meet its existing obligations. Interest accrues on these advances at
rates agreed to by the Partnership and the former general partner.  The interest
rates at September  30, 1999 ranged from 4.70% to 9.50%.  The unpaid  balance on
these  advances  at  September  30,  1999 and the  related  accrued  interest is
approximately $326,000 and $143,000, respectively.

On May 13, 1999,  AIMCO  Properties,  L.P., an affiliate of the general  partner
commenced a tender offer to purchase up to 7,317.52 (approximately 45.00% of the
total  outstanding  units)  units  of  limited   partnership   interest  in  the
Partnership for a purchase price of $183 per unit. The offer expired on June 29,
1999. Pursuant to the offer, AIMCO Properties,  L.P. acquired 2,450.79 units. As
a result,  AIMCO and its affiliates  currently own  2,464.1250  units of limited
partnership interest in the Partnership representing approximately 15.15% of the
total  outstanding  units. It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.

Note D - Segment Information

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has two  reportable  segments:  residential  properties  and a
commercial property. The Partnership's  residential property segment consists of
two apartment  complexes located in California.  The Partnership rents apartment
units to  tenants  for terms  that are  typically  twelve  months  or less.  The
commercial  property  segment  consists of office space  located in  Serramonte,
California.  This property  leases space to management,  restaurant,  and dental
enterprises at terms ranging from month to month to ten years.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on net  income.  The  accounting
policies of the reportable  segments are the same as those of the Partnership as
described in the  Partnership's  Annual Report on Form 10-KSB for the year ended
December 31, 1998.

Factors management used to identify the enterprise's reportable segment:

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

<PAGE>

Segment  information  for the nine months ended  September  30, 1999 and 1998 is
shown  in  the  tables   below.   The  "Other"   column   includes   Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segments.
<TABLE>
<CAPTION>

                 1999                   Residential   Commercial    Other     Totals
                                                       (in thousands)
<S>                                       <C>          <C>           <C>      <C>
Rental income                             $ 4,128      $ 2,388       $  --    $6,516
Other income                                  171           17          16       204
Interest expense                            1,654          805          --     2,459
Depreciation                                1,074          363          --     1,437
Gain on extraordinary item                  1,105           --          --     1,105
Segment profit (loss)                          82          412        (120)       374
Total assets                               17,225        8,367         768    26,360
Capital expenditures                          309          152          --       461
</TABLE>

<TABLE>
<CAPTION>

                 1998                   Residential   Commercial    Other    Totals
                                                       (in thousands)
<S>                                       <C>          <C>          <C>      <C>
Rental income                             $ 3,744      $ 2,306      $  --    $6,050
Other income                                  193           18         72       283
Interest expense                            1,688          813         --     2,501
Depreciation                                1,072          331         --     1,403
General and administrative expense             --           --        198       198
Loss on disposal of assets                     49           --         --        49
Gain on extraordinary item                    270           --         --       270
Segment profit (loss)                        (187)         402       (126)       89
Total assets                               17,816        8,215        679    26,710
Capital expenditures                          422          301         --       723
</TABLE>

<PAGE>

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

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

The Partnership's  investment  properties consist of two apartment complexes and
one commercial  property.  The following table sets forth the average  occupancy
for these properties for the nine months ended September 30, 1999 and 1998:

                                                   Average Occupancy

      Property                                     1999       1998

      Rivercrest Village Apartments                 92%        89%
         Sacramento, California
      Richardson Highlands Apartments               99%        99%
         Marin City, California
      Serramonte Plaza                              98%        96%
         Daly City, California

The General Partner  attributes the increase in occupancy at Rivercrest  Village
Apartments to improved  conditions in the apartment  industry in the  Sacramento
area.

Results of Operations

The  Registrant's  net income for the three and nine months ended  September 30,
1999 was approximately $173,000 and $374,000, respectively, as compared to a net
income of approximately $195,000 and $89,000 for the three and nine months ended
September  30,  1998.  The  increase  in net  income for the nine  months  ended
September  30, 1999 is primarily  attributable  to an increase in income  (loss)
before  extraordinary  item partially offset by a decrease in extraordinary gain
on early extinguishment of debt.

The Registrant's income before extraordinary items for the three and nine months
ended September 30, 1999 was approximately  $173,000 and $374,000 as compared to
a loss of approximately $65,000 and $181,000 for the three and nine months ended
September  30, 1998.  The increase in net income before  extraordinary  item for
both the three and nine months ended  September 30, 1999, was due to an increase
in total  revenues  and a decrease  in total  expenses.  The  increase  in total
revenues  was the result of an increase in rental  income,  which was  primarily
attributable to the increase in occupancy at Rivercrest  Village  Apartments and
Serramonte  Plaza and an increase in average  annual  rental rates at Rivercrest
Village Apartments and Richardson Highlands  Apartments.  The increase in rental
income  was  partially  offset  by a  decrease  in other  income.  Other  income
decreased  primarily due to lower  interest  income as a result of a decrease in
cash balances held in interest bearing accounts.

Total expenses  decreased for the three and nine months ended September 30, 1999
as a result of decreases in operating,  general and  administrative and interest
expenses and a loss on disposition of property which was recognized during 1998.
These expenses were partially offset by an increase in depreciation and property
tax  expense.  Depreciation  expense  increased  as a result of the  significant
capital  improvements  put in service  during  1998 and the first nine months of
1999.  Property tax expense increased as a result of an increase in the tax rate
for Rivercrest Village Apartments.  Operating expense decreased as a result of a
decrease in maintenance and insurance  expenses.  Maintenance  expense decreased
due to interior  and  exterior  improvements  performed  at  Rivercrest  Village
Apartments and Richardson  Highlands Apartments during the three and nine months
ended  September  30, 1998.  Insurance  expense  decreased  due to the change in
insurance carriers at the Registrant's  investment  properties during the fourth
quarter  of 1998  which  resulted  in  lower  insurance  premiums.  The  loss on
disposition of property was  attributable to the write off of the  undepreciated
value  of  roofs  that  were  replaced  at  Rivercrest  Village  Apartments  and
Richardson Highlands Apartments during the nine months ended September 30, 1998.

Interest  expense  decreased due to principal  payments  made on the  properties
first and second mortgages.  General and  administrative  expense decreased as a
result  of a  decrease  in  professional  expenses  and  general  costs  of  the
Partnership. Included in general and administrative expenses for the nine months
ended September 30, 1999 and 1998 are management  reimbursements  to the General
Partner allowed under the Partnership Agreement.  In addition,  costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of its  investment  properties 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  General  Partner  attempts to protect  the  Partnership  from the burden of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level.  However,  due to changing market conditions which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  1999,  the  Registrant  had  cash and  cash  equivalents  of
approximately  $1,908,000 as compared to  approximately  $1,212,000 at September
30, 1998. Cash and cash  equivalents  increased  approximately  $724,000 for the
nine months  ended  September  30, 1999 from the  Registrant's  fiscal year end,
primarily  due  to  approximately  $2,027,000  of  cash  provided  by  operating
activities, which was partially offset by approximately $742,000 of cash used in
financing  activities  and  approximately  $561,000  of cash  used in  investing
activities. Cash used in financing activities consisted of principal payments on
the mortgages  encumbering the Registrant's  properties.  Cash used in investing
activities consisted of property improvements and replacements,  net deposits to
the escrow  accounts  maintained by the mortgage lender and the payment of lease
commissions. The Registrant invests its working capital reserves in money market
accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for each of the Partnership's properties are detailed below.

Rivercrest Village Apartments

Based on a report received from an independent third party consultant  analyzing
necessary  exterior  improvements  and estimates made by the General  Partner on
interior improvements,  it is estimated that the property requires approximately
$365,000 of capital  improvements over the next few years.  Capital improvements
budgeted for, but not limited to, approximately $467,000 are planned for 1999 at
this property which include certain of the required  improvements and consist of
clubhouse renovations, carpet replacement and other interior improvements. As of
September  30,  1999  approximately  $45,000 of capital  improvements  have been
incurred consisting  primarily of appliance and floor covering  replacements and
landscaping. These improvements were funded from Partnership reserves.

Richardson Highlands Apartments

Based on a report received from an independent third party consultant  analyzing
necessary  exterior  improvements  and estimates made by the General  Partner on
interior improvements,  it is estimated that the property requires approximately
$213,000 of capital  improvements over the next few years.  Capital improvements
budgeted for, but not limited to, approximately $213,000 are planned for 1999 at
this property which include certain of the required  improvements and consist of
balcony  and  stairway  replacements,   carpet,  cabinet,  countertop  and  roof
replacements,  parking lot and other building improvements.  As of September 30,
1999  approximately   $264,000  of  capital   improvements  have  been  incurred
consisting  primarily of interior  improvements,  appliance  and floor  covering
replacement,  balconies and parking area  improvements,  roof  replacements  and
other building  improvements.  These  improvements  were funded from Partnership
reserves and operations.

Serramonte Plaza

Based on a report received from an independent third party consultant  analyzing
necessary  exterior  improvements  and estimates made by the General  Partner on
interior improvements,  it is estimated that the property requires approximately
$1,000,000 of capital improvements over the next few years. Capital improvements
budgeted for, but not limited to, approximately $423,000 are planned for 1999 at
this property which include certain of the required  improvements and consist of
door and entrance way and parking lot improvements and tenant  improvements.  As
of September 30, 1999 approximately  $152,000 of capital  improvements have been
incurred consisting  primarily of tenant  improvements.  These improvements were
funded from  Partnership  reserves  and  operations.  The  Partnership  recently
entered into a contract to sell Serramonte Plaza to an unaffiliated third party.
The sale, which is conditioned  upon the purchaser  completing its due diligence
review of the property and other customary conditions,  is expected to close, if
at all,  prior to year end.  There can be no assurance,  however,  that the sale
will be consummated, or if consummated, on what terms or in what time frame.

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

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $42,203,000  matures  from  January  2000 until
January  2008,  with  balloon  payments  due at  maturity,  at  which  time  the
properties will either be refinanced and/or sold.  Agreements connected with the
second mortgages for Richardson  Highlands and Rivercrest  Village allow for the
lender to  receive  fifty  percent  of any  residual  proceeds  from the sale or
refinancing  of the  properties  after the payment of all mortgage notes payable
and other liabilities.

No cash  distributions were paid during the nine months ended September 30, 1999
and 1998. The Registrant's  distribution  policy is reviewed on an annual basis.
Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves,  debt maturities,  refinancings,
and/or property sales. There can be no assurance,  however,  that the Registrant
will  generate   sufficient  funds  from  operations,   after  required  capital
improvement  expenditures,  to permit  distributions  to its partners in 1999 or
subsequent periods.

<PAGE>

Tender Offer

On May 13, 1999,  AIMCO  Properties,  L.P., an affiliate of the General  Partner
commenced a tender offer to purchase up to 7,317.52 (approximately 45.00% of the
total  outstanding  units)  units  of  limited   partnership   interest  in  the
Partnership for a purchase price of $183 per unit. The offer expired on June 29,
1999. Pursuant to the offer, AIMCO Properties,  L.P. acquired 2,450.79 units. As
a result,  AIMCO and its affiliates  currently own  2,464.1250  units of limited
partnership interest in the Partnership representing approximately 15.15% of the
total  outstanding  units. It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.

Year 2000 Compliance

General  Description  of the Year 2000 Issue and the  Nature and  Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the  General  Partner  and its  affiliates  for  management  and
administrative  services  ("Managing  Agent").  Any of the computer  programs or
hardware  that have  date-sensitive  software or embedded  chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a  system  failure  or  miscalculations   causing   disruptions  of  operations,
including,  among other things, a temporary  inability to process  transactions,
send invoices, or engage in similar normal business activities.

Over the past two  years,  the  Managing  Agent has  determined  that it will be
required to modify or replace  significant  portions of its software and certain
hardware so that those systems will properly  utilize dates beyond  December 31,
1999.  The  Managing  Agent  presently   believes  that  with  modifications  or
replacements of existing software and certain hardware,  the Year 2000 issue can
be mitigated.  However,  if such modifications and replacements are not made, or
not completed in time,  the Year 2000 issue could have a material  impact on the
operations of the Partnership.

The  Managing  Agent's plan to resolve  Year 2000 issues  involves  four phases:
assessment,  remediation,  testing,  and  implementation.  To date, the Managing
Agent has fully  completed its  assessment of all the  information  systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing  and  implementation  phases  on both  hardware  and  software  systems.
Assessments are continuing in regards to embedded systems. The status of each is
detailed below.

Status of Progress in Becoming  Year 2000  Compliant,  Including  Timetable  for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent  identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional.  In addition to the main computer system,  PC-based network servers,
routers and desktop PCs were  analyzed for  compliance.  The Managing  Agent has
begun to replace each of the non-compliant  network  connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.

The total cost to the Managing  Agent to replace the PC-based  network  servers,
routers and desktop PCs is expected to be  approximately  $1.5  million of which
$1.3 million has been incurred to date.

<PAGE>

Computer Software:

The  Managing  Agent  utilizes  a  combination  of  off-the-shelf,  commercially
available software programs as well as custom-written programs that are designed
to fit  specific  needs.  Both of these  types of  programs  were  studied,  and
implementation  plans  written  and  executed  with the intent of  repairing  or
replacing any non-compliant software programs.

In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial  systems under its Year 2000  compliant  system.
The estimated completion date for this project is October 1999.

During  1998,  the  Managing  agent  began  converting  the  existing   property
management and rent  collection  systems to its management  properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties,  is  $200,000,  and  the  implementation  and  testing  process  was
completed in June 1999.

The final software area is the office software and server operating systems. The
Managing Agent has upgraded all non-compliant office software systems on each PC
and has upgraded virtually all of the server operating systems.

Operating Equipment:

The Managing  Agent has operating  equipment,  primarily at the property  sites,
which needed to be evaluated for Year 2000  compliance.  In September  1997, the
Managing  Agent  began  taking  a  census  and  inventory  of  embedded  systems
(including  those  devices  that use time to control  systems  and  machines  at
specific  properties,  for  example  elevators,  heating,  ventilating,  and air
conditioning systems, security and alarm systems, etc.).

The  Managing  Agent has  chosen to focus its  attention  mainly  upon  security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems  and  switches,  and  sprinkler  systems.  While  this  area is the most
difficult to fully research  adequately,  management has not yet found any major
non-compliance  issues  that  put the  Managing  Agent  at risk  financially  or
operationally.

A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete,  formal assessment of all the properties by the
Managing  Agent was  virtually  completed by September  30, 1999.  Any operating
equipment that is found non-compliant will be repaired or replaced.

The total cost incurred for all  properties  managed by the Managing Agent as of
September   30,  1999  to  replace  or  repair  the   operating   equipment  was
approximately  $75,000.  The  Managing  Agent  estimates  the cost to replace or
repair any remaining operating equipment is approximately $125,000.

The  Managing  Agent  continues to have  "awareness  campaigns"  throughout  the
organization  designed to raise  awareness  and report any  possible  compliance
issues regarding operating equipment within its enterprise.

Nature and Level of Importance  of Third Parties and Their  Exposure to the Year
2000

The  Managing  Agent  has  banking  relationships  with  three  major  financial
institutions,  all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial  institutions.
All financial  institutions  have communicated that they are Year 2000 compliant
and  accordingly  no  accounts  were  required  to be moved  from  the  existing
financial institutions.

The  Partnership  does not rely  heavily  on any  single  vendor  for  goods and
services,  and does not have significant  suppliers and subcontractors who share
information  systems  (external agent). To date, the Partnership is not aware of
any  external  agent with a Year 2000  compliance  issue  that would  materially
impact the Partnership's results of operations, liquidity, or capital resources.
However,  the  Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The  Managing  Agent does not believe that the  inability of external  agents to
complete  their Year 2000  remediation  process in a timely  manner  will have a
material  impact on the  financial  position  or  results of  operations  of the
Partnership.  However,  the effect of  non-compliance  by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000  project to the  Managing  Agent is estimated at
$3.5  million  and is being  funded from  operating  cash  flows.  To date,  the
Managing Agent has incurred  approximately  $2.9 million ($0.7 million  expenses
and $2.2  million  capitalized  for new  systems and  equipment)  related to all
phases  of  the  Year  2000  project.  Of the  total  remaining  project  costs,
approximately  $0.5 million is  attributable to the purchase of new software and
operating  equipment,  which will be  capitalized.  The  remaining  $0.2 million
relates to repair of hardware and software and will be expensed as incurred. The
Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective  program in place to resolve the
Year 2000 issue in a timely manner.  As noted above,  the Managing Agent has not
yet completed all necessary  phases of the Year 2000 program.  In the event that
the Managing Agent does not complete any additional  phases,  certain worst case
scenarios  could  occur.  The worst  case  scenarios  could  include  elevators,
security  and  heating,  ventilating  and air  conditioning  systems  that  read
incorrect  dates and operate with  incorrect  schedules  (e.g.,  elevators  will
operate  on  Monday  as if it were  Sunday).  Although  such a  change  would be
annoying to residents, it is not business critical.

In  addition,  disruptions  in the economy  generally  resulting  from Year 2000
issues could also adversely  affect the  Partnership.  The Partnership  could be
subject to  litigation  for,  among  other  things,  computer  system  failures,
equipment shutdowns or failure to properly date business records.  The amount of
potential  liability  and lost revenue  cannot be  reasonably  estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency  plans for certain critical  applications and
is working on such plans for others.  These  contingency  plans  involve,  among
other  actions,  manual  workarounds  and selecting new  relationships  for such
activities as banking relationships and elevator operating systems.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

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

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 1999.

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                 INVESTORS FIRST-STAGED EQUITY L.P.
                                 (Registrant)


                                 By:     Maeril, Inc.,
                                         its General Partner

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

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

                                 Date: