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, 2004
              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 a 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 such shorter period the registrant has
been required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X               No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act.).  Yes                  No  X

As of March 31, 2004, there were 8,673 units of limited partnership
interests in registrant outstanding, $1,000 per unit, and the aggregate
value of such units was $8,673,000.  Of such units, 5,256 having an
aggregate value of $5,256,000, were held by limited partners deemed
by the registrant to be non-affiliates.



                           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 Notes to Consolidated Financial Statements




Item 2:  Management's Discussion

     - Liquidity and Capital Resources

     - Results of Operations

     - Tax Credits




Item 4:  Controls and Procedures

The Partnership carried out an evaluation under the supervision
and with the participation of the Partnership's management,
including the Partnership's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Partnership's disclosure controls and procedures
as of March 31, 2004, pursuant to Securities Exchange Act
Rule 13a-15(e). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the
Partnership's disclosure controls and procedures are effective
in timely alerting them to material information relating to the
Partnership required to be included in the Partnership's
periodic SEC Filings. There were no significant changes in
the Partnership's internal controls or in other factors that
could significantly affect these controls during the most recent
fiscal quarter.






QUALIFIED HOUSING PARTNERS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS
March 31, 2004 and December 31, 2003
(Unaudited)
                                             03/31/04      12/31/03

ASSETS
Rental Properties
  Land                                       $1,326,402     $1,326,402
  Buildings                                  34,785,393     34,757,798
  Furniture & Fixtures                        2,330,562      2,352,006

                                             38,442,357     38,436,206

Accumulated Depreciation                    (13,706,227)   (13,484,052)

                                             24,736,130     24,952,154

Cash                                            293,362        305,114
Other Assets                                  1,850,519      1,887,743

TOTAL ASSETS                                $26,880,011    $27,145,011



LIABILITIES AND PARTNERS' CAPITAL

Liabilities Applicable to Rental
     Properties                             $24,045,024    $24,070,613
Other Liabilities                             1,225,851      1,325,332

Total Liabilities                            25,270,875     25,395,945

Minority Interests in Subsidiary
     Operating Partnerships                   1,696,763      1,698,076

Partners' Capital                               (87,627)        50,990

TOTAL LIABILITIES AND PARTNERS'
     CAPITAL                                $26,880,011    $27,145,011



See accompanying notes.












CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
Three Months Ended March 31, 2004 and 2003
(Unaudited)

                                            01/01/04-     01/01/03-
                                            03/31/04      03/31/03

Revenue
     Rent                                  $938,253     $1,008,307
     Other                                   18,839         20,207

                                            957,092      1,028,514

Rental Expense
     Interest                               139,129        149,428
     Depreciation                           222,176        221,225
     Repairs and Maintenance                224,884        257,863
     Utilities                               89,388         92,401
     Real Estate Taxes                       91,155         94,467
     Management Fees                        113,897        115,172
     Advertising                              2,185          1,958
     Other                                  194,034        160,057

                                          1,076,848      1,092,571

Loss from Rental Activities                (119,756)       (64,057)

Other Income (Expenses)
     Interest Income                              2             14
     Management Fees                              0        (21,141)
     Administrative Costs                   (20,071)       (21,267)

Loss Before Deducting Minority
  Interests in Subsidiary Operating
  Partnerships                             (139,825)      (106,451)

Minority Interests in Losses of
  Subsidiary Operating Partnerships           1,208            647

     Net Loss                             ($138,617)     ($105,804)

Net Loss Allocated to General Partners      ($1,386)       ($1,058)

Net Loss Allocated to Limited Partners     (137,231)      (104,746)

     Net Loss                             ($138,617)     ($105,804)


Net Loss per Limited Partnership Unit       ($15.82)       ($12.08)


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



See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2004 and 2003
(Unaudited)

                                              01/01/04-      01/01/03-
                                              03/31/04       03/31/03

Cash Flows from Operating Activities
  Net Loss                                   ($138,617)     ($105,804)

Adjustments to Reconcile Net Loss
  To Net Cash Provided by Operating
  Activities:
     Depreciation                              222,176        221,225
     Minority Interest in Losses of
       Subsidiary Operating Partnerships        (1,208)          (647)
     Other                                     (62,257)        41,295

Net Cash Provided by Operating Activities       20,094        156,069

Cash Flows from Investing Activities
     Purchases of Buildings and Equipment       (6,152)       (33,634)

Net Cash Used by Investing Activities           (6,152)       (33,634)

Cash Flows from Financing Activities
     Principal Payments on Borrowings          (25,589)      (121,241)
     Return of Equity to Minority Investors       (105)           (53)

Net Cash Used by Financing Activities          (25,694)      (121,294)

Net Increase (Decrease) in Cash                (11,752)         1,141
     Cash Beginning                            305,114        211,526
     Cash Ending                              $293,362       $212,667



See accompanying notes.



















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   consolidated financial statements,  which  do  not
include  all disclosures  included  in the annual
consolidated 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,  2004 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,
2004 consist of $24,045,024 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, 2004.

                                  QHP General    Local General
Items Paid or Payable              Partners        Partners

Management Fees                       $0           $106,000

Reimbursable Operating Expenses     $12,500           $0
Note E - New Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No.
(FIN) 46, Consolidation of Variable Interest Entities.
This interpretation addresses the consolidation by business
enterprises of variable interest entities as defined in the
interpretation.  In December 2003, the FASB issued a revision
to FIN 46 (FIN 46R) to clarify some of the provisions of FIN
46 and to exempt certain entities from its requirements.
Public entities, other than small business issuers, must apply
FIN 46R no later than the end of the first reporting period
ending after March 15, 2004.  FIN 46 is effective for public
entities that have interests in structures that are commonly
referred to as special-purpose entities for periods ending
after December 15, 2003.  Adoption of FIN 46R did not have
a material impact on the consolidated financial statements.


MANAGEMENT'S DISCUSSION

Liquidity and Capital Resources

Net  of  the  Subsidiary  Operating Partnerships,  QHP  held
approximately  $2,300  in cash and  liquid  investments  at
March 31, 2004.  These assets will be held  as  working
capital.

At  March 31, 2004, there were 404 holders  of  limited
partnership Units.


Results of Operations

The  Partnership's  loss from rental  activities,  including
depreciation, during the first quarter of 2004 is $119,756 as
compared with a loss of $64,057 for the same period in 2003.
The primary reason for the difference is the reduction in
rents at Litton Apartments, the largest property in QHP's
portfolio.  Litton's rents are subsidized by way of a
Housing Assistance Payment ("HAP") contract with the
Department of Housing and Urban Development ("HUD").  The
HAP contract expired during the first quarter of 2004.
HUD renewed the contract at lower rents that they believed
were closer to market.

Occupancy at the 24-unit property located in Dimmitt, Texas
increased from 50% to 54% in the first quarter.  As of
March 31, 2004, no payment had been made on the 2003
property taxes.  Local management is in discussions
with the taxing authority regarding a payment schedule.

Divestiture

In November, 2003, the general partners offered an exit
Strategy whereby many investors could divest and receive
a one-time tax benefit.  Investors electing that strategy
assign their interest to the general partner, and, by
doing so, will (a) receive a one-time Federal tax benefit
of ut to 34% of their investment plus any state tax savings,
(b) still receive cash distributions (if any) for fifteen
years, and (c) stop future reporting of QHP results in their
tax returns.  As of the date of this report, 304 investors
owning 4,147 units had elected divestiture.  Those investors
who divested in 2003, received their additional tax benefit
on their 2003 tax return and will receive no further mailings
from the Partnership unless there are cash distributions.
Those who are divesting in 2004 will continue to receive QHP
mailings through the remainder of the year and receive their
final K-1 in March 2005.













































                           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 by reference.

                       31.1  Rule 13a-14(a)/15d-14(a) Certification
                             by Chief Executive Officer

                       31.2  Rule 13a-14(a)/15d-14(a) Certification
                             by Chief Financial Officer

                       32.1  Section 1350 Certification by Chief
                             Executive Officer

                       32.2  Section 1350 Certification by Chief
                             Financial Officer

               (b)  Reports
                    No reports on Form 8-K were filed for the
                    quarter ended March 31, 2004.






SIGNATURES


Under the requirements of the Securities Exchange Act of 1934,
the Bank has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



                            Frederick Investment Corporation
                            A General Partner



Date:   May 12, 2004        By:  /s/ George F. Marshall
                                 George F. Marshall, President
                                 (Chief Executive Officer)



Date:   May 12, 2004        By:  /s/ Jenny C. Petri
                                 Jenny C. Petri, Vice President
                                 (Chief Financial Officer)



Date:   May 12, 2004        By:  /s/ George F. Marshall
                                 George F. Marshall
                                 A General Partner




























EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Rule 13a-14(a)/15d-14(a) Certification

I, George F. Marshall, certify that:

I have reviewed this quarterly report on Form 10-Q of Qualified
Housing Partners Limited Partnership, a North Carolina limited
partnership (the "registrant");

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

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

The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(a) and
15d-14(e)) for the registrant and have:

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

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

     disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred
     during the registrant's most recent fiscal quarter that
     has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over
     financial reporting;

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


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

     any fraud, whether or not material, that involves
     management or other employees who have a significant
     role in the registrant's internal controls over financial
     reporting.




Date:   May 12, 2004         By:  /s/ George F. Marshall
                                  George F. Marshall, General Partner
                                  Chief Executive Officer








































EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Rule 13a-14(a)/15d-14(a) Certification

I, Jenny C. Petri, certify that:

I have reviewed this quarterly report on Form 10-Q of Qualified
Housing Partners Limited Partnership, a North Carolina limited
partnership (the "registrant");

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

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

The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(a) and
15d-14(a)) for the registrant and have:

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

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

     disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred
     during the registrant's most recent fiscal quarter that
     has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over
     financial reporting;

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


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

     any fraud, whether or not material, that involves
     management or other employees who have a significant
     role in the registrant's internal controls over financial
     reporting.



                                 FREDERICK INVESTMENT CORPORATION

Date:   May 12, 2004         By:  /s/ Jenny C. Petri
                                  Jenny C. Petri, Vice President
                                  (Chief Financial Officer)







































EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350)

Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350), the undersigned, George F. Marshall,
Chief Executive Officer of Qualified Housing Partners
Limited Partnership, a North Carolina limited partnership,
does hereby certify, to his knowledge, that:

The Quarterly Report on Form 10-Q for the period ended
March 31, 2004 of the Partnership (the "Report")
fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and
the information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.



Date:   May 12, 2004         By:  /s/ George F. Marshall
                                  George F. Marshall
                                  General Partner
                                  (Chief Executive Officer)






























EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350)

Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
(18 U.S.C.ss.1350), the undersigned, Jenny C. Petri,
Chief Financial Officer of Qualified Housing Partners
Limited Partnership, a North Carolina limited partnership,
does hereby certify, to her knowledge, that:

The Quarterly Report on Form 10-Q for the period ended
March 31, 2004 of the Partnership (the "Report")
fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and
the information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.

                            FREDERICK INVESTMENT CORPORATION

Date:   May 12, 2004         By:  /s/ Jenny C. Petri
                                  Jenny C. Petri, Vice President
                                  (Chief Financial Officer)