SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549



                          FORM 10-Q



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



              For Quarter Ended March 31, 2002
              Commission File Number 33-19316



       Qualified Housing Partners Limited Partnership



   (Exact name of registrant as specified in its charter)



        North Carolina                      56-1589469
 (State or other jurisdiction            (I.R.S. Employer
incorporation or organization)        Identification Number)



                          Suite 220
                     4700 Homewood Court
                Raleigh, North Carolina 27609
     (Address of principal executive offices)(Zip Code)


  Registrant's telephone number, including area code:
                        (919)787-4243




Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
               YES (X)             NO (   )





                           PART I

                    FINANCIAL INFORMATION
       QUALIFIED HOUSING PARTNERS LIMITED PARTNERSHIP





Item 1:  Financial Statements

     - Unaudited Consolidated Balance Sheets

     - Unaudited Consolidated Statements of Income and
       Expenses

     - Unaudited Consolidated Statements of Cash Flows

     - Unaudited Cash Available for Distribution and
       Reserves

     - Unaudited Notes to Financial Statements




Item 2:  Management's Discussion

     - Liquidity and Capital Resources

     - Results of Operations

     - Tax Credits






















QUALIFIED HOUSING PARTNERS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS
March 31, 2002 and December 31, 2001

                                             03/31/02
                                            (Unaudited)    12/31/01
ASSETS
Rental Properties
  Land                                       $1,326,402     $1,326,402
  Buildings                                  34,375,951     34,375,952
  Furniture & Fixtures                        2,055,957      2,054,878
  Construction in Progress                      209,471        209,471

                                             37,967,781     37,966,703

Accumulated Depreciation                    (11,961,640)   (11,740,067)

                                             26,006,141     26,226,636

Cash                                            311,679        327,416
Other Assets                                  2,255,357      2,301,299

TOTAL ASSETS                                $28,573,177    $28,855,351



LIABILITIES AND PARTNERS' CAPITAL

Liabilities Applicable to Rental
     Properties                             $24,927,063    $25,038,280
Other Liabilities                             1,167,323      1,211,279

Total Liabilities                            26,094,386     26,249,559

Minority Interests in Subsidiary
     Operating Partnerships                   1,704,679      1,705,615

Partners' Capital                               774,112        900,177

TOTAL LIABILITIES AND PARTNERS'
     CAPITAL                                $28,573,177    $28,855,351



See accompanying notes.













CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
Three Months Ended March 31, 2002 and 2001
(Unaudited)

                                            01/01/02-     01/01/01-
                                            03/31/02      03/31/01

Revenue
     Rent                                  $959,680       $935,889
     Other                                   30,650         28,900

                                            990,330        964,789

Rental Expense
     Interest                               158,615        169,027
     Depreciation                           221,572        226,945
     Repairs and Maintenance                247,203        219,544
     Utilities                               91,889         97,504
     Real Estate Taxes                       94,262         36,582
     Management Fees                        116,604        116,060
     Advertising                              2,661          1,014
     Other                                  144,255        185,152

                                          1,077,061      1,051,828

Loss from Rental Activities                 (86,731)       (87,039)

Other Income (Expenses)
     Interest Income                             91            239
     Management Fees                        (21,141)       (21,141)
     Administrative Costs                   (19,160)       (20,357)

Loss Before Deducting Minority
  Interests in Subsidiary Operating
  Partnerships                             (126,941)      (128,298)

Minority Interests in Losses of
  Subsidiary Operating Partnerships             876            878

     Net Loss                             ($126,065)     ($127,420)

Net Loss Allocated to General Partners      ($1,261)       ($1,274)

Net Loss Allocated to Limited Partners     (124,804)      (126,146)

     Net Loss                             ($126,065)     ($127,420)


Net Loss per Limited Partnership Unit       ($14.39)       ($14.54)


Average Number of Limited Partnership
  Units Outstanding                           8,673          8,673



See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2002 and 2001
(Unaudited)

                                              01/01/02-      01/01/01-
                                              03/31/02       03/31/01

Cash Flows from Operating Activities
  Net Loss                                   ($126,065)     ($127,420)

Adjustments to Reconcile Net Loss
  To Net Cash Provided by Operating
  Activities:
     Depreciation                              221,572        226,945
     Minority Interest in Losses of
       Subsidiary Operating Partnerships          (876)          (878)
     Other                                       1,986        (26,941)

Net Cash Provided by Operating Activities       96,617         71,706

Cash Flows from Investing Activities
     Purchases of Buildings and Equipment       (1,077)        (5,704)

Net Cash Used by Investing Activities           (1,077)        (5,704)

Cash Flows from Financing Activities
     Principal Payments on Borrowings         (111,217)       (99,771)
     Return of Equity to Minority Investors        (60)       (50,030)

Net Cash Used by Financing Activities         (111,277)      (149,801)

Net Decrease in Cash                           (15,737)       (83,799)
     Cash Beginning                            327,416        360,620
     Cash Ending                              $311,679       $276,821



See accompanying notes.



















CASH AVAILABLE FOR DISTRIBUTION AND RESERVES
Quarter Ended March 31, 2002 (Unaudited)



Cash Receipts from Operating Partnerships                  $31,191

Cash Receipts (Disbursements) from Operations
     Interest                                                   86
     Expenses                                               (4,359)

Additions to Reserves                                      $26,918






NOTES TO FINANCIAL STATEMENTS (Unaudited)

Note A - Basis of Presentation

The  unaudited  consolidated financial  statements  included
herein  have been prepared in accordance with the rules  and
regulations  of the Securities and Exchange Commission.   In
the  opinion  of the Partnership, all adjustments which  are
considered necessary for a fair statement of the results for
the interim periods have been made; all such adjustments are
of a normal recurring nature.

These  financial  statements,  which  do  not  include   all
disclosures  included  in the annual  financial  statements,
should   be   read  in  conjunction  with  the  consolidated
financial  statements  and notes  thereto  included  in  the
Partnership's latest annual report on Form 10-K.

The  results  of  operations  for  the  three  months  ended
March 31,  2002 are not necessarily indicative  of  the
results to be achieved for the year.


Note B - Net Loss Per Limited Partnership Unit

Net  loss per limited partnership Unit is based upon the net
loss allocated to the limited partners and is computed using
the number of Units outstanding of 8,673.


Note C - Liabilities Applicable to Rental Properties

Liabilities applicable to rental properties at March 31,
2002  consist of $24,927,063 of permanent mortgage loans  to
Subsidiary Operating Partnerships.




Note D - Related Party Transactions

The  accompanying consolidated financial statements  reflect
transactions  between  Qualified  Housing  Partners  Limited
Partnership  ("QHP") and its general partners or  affiliates
and  between  the various Subsidiary Operating  Partnerships
and their general partners or affiliates.

Frederick  Investment  Corporation,  the  Managing   General
Partner  of QHP, is a general or special limited partner  in
each   of   the  Operating  Partnerships.   Each   Operating
Partnership also has one or more other general partners (the
"Local  General  Partners").   Following  is  a  summary  of
related  party  transactions  for  the  three  months  ended
March 31, 2002.

                                  QHP General    Local General
Items Paid or Payable              Partners       Partners

Management Fees                     $21,000          $105,000

Reimbursable Operating Expenses      $4,300                $0




MANAGEMENT'S DISCUSSION

Liquidity and Capital Resources

Net  of  the  Subsidiary  Operating Partnerships,  QHP  held
approximately  $32,000  in cash and  liquid  investments  at
March 31, 2002.  These assets will be held  as  working
capital.

At  March 31, 2002, there were 641 holders  of  limited
partnership Units.


Results of Operations

Occupancy  averaged 90%, with 845 out  of  a  total  of  934
apartment   units   owned   by  the   Subsidiary   Operating
Partnerships  occupied as of March 31, 2002.   This is
down slightly from the same period in 2001.

The  Partnership's  loss from rental  activities,  including
depreciation, during the first quarter of 2002 is $86,731 as
compared with a loss of $87,039 for the same period in 2001.
Revenue increased primarily as a result of many properties
receiving rent increases in the first quarter.  Maintenance
and repairs continue to increase as the properties age.
Property tax accruals exceed the accruals made from the previous
year but are not expected to vary greatly at year-end.  Other
variances were a result of normal business fluctuations.

Dimmitt, a 24-unit property located in Texas, continues to have
vacancy problems as the supply of subsidized housing in the
area exceeds demand.  As reported at year-end, the general
partners continue to work with Rural Development to find a
solution.


Tax Credits

One of the Partnership's primary investment objectives has
been to generate tax benefits through Low Income Housing Tax
Credits.  The Tax Credits were available over a ten-year
period beginning in the year the properties were placed in
service, or at the option of QHP, one year later.  The
ten-year credit period for all properties expired by early
2000.  However, pursuant to IRS Code Section 42, a small number
of apartment units are generating tax credits over a
fifteen-year period rather than ten years.  This will
produce an insignificant amount of tax credits through 2003.






































                           PART II

                      OTHER INFORMATION


Item 1.   Legal Proceedings

               None

Item 2.   Changes in Securities

               None

Item 3.   Defaults upon Senior Securities

               None

Item 4.   Submission of Matters to a Vote of Security
          Holders

               None

Item 5.   Other Information

               None

Item 6.   Exhibits and Reports on Form 8-K

               (a)  Exhibits

                    4  The Partnership Agreement is Exhibit A
                       to the Prospectus that is part of the
                       Registration Statement on Form S-11,
                       Number 33-19316 and effective May 20,
                       1988, the final form of which was filed
                       on May 20, 1988 pursuant to Rule 424(b),
                       and is incorporated herein b reference.

               (b)  Reports

                    No reports on Form 8-K were filed for the
                    quarter ended March 31, 2002.