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 June 30, 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 June 30, 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, 4,371 having an
aggregate value of $4,371,000, 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 (Three Months)

     - Unaudited Consolidated Statements of Income and
       Expenses (Six Months)

     - Unaudited Consolidated Statements of Cash Flows

     - Unaudited Notes to Financial Statements




Item 2:  Management's Discussion

     - Liquidity and Capital Resources

     - Results of Operations

     - Divestiture



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 June 30, 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
June 30, 2004 and December 31, 2003
(Unaudited)

                                             06/30/04        12/31/03
ASSETS
Rental Properties
  Land                                       $1,326,402     $1,326,402
  Buildings                                  34,773,704     34,757,798
  Furniture & Fixtures                        2,350,550     2,352,006

                                             38,450,656     38,436,206

Accumulated Depreciation                    (13,934,413)   (13,484,052)

                                             24,516,243     24,952,154

Cash                                            348,305        305,114
Other Assets                                  1,918,919      1,887,743

TOTAL ASSETS                                $26,783,467    $27,145,011


LIABILITIES AND PARTNERS' CAPITAL (DEFICET)

Liabilities Applicable to Rental
     Properties                             $24,019,585    $24,070,613

Other Liabilities                             1,350,498      1,325,332

Total Liabilities                            25,370,083     25,395,945

Minority Interests in Subsidiary
     Operating Partnerships                   1,694,898      1,698,076

Partners' Capital (Deficet)                    (281,514)        50,990

TOTAL LIABILITIES AND PARTNERS'
     CAPITAL (DEFICET)                      $26,783,467    $27,145,011



See accompanying notes.











CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
Three Months Ended June 30, 2004 and 2003
(Unaudited)

                                            04/01/04-     04/01/03-
                                            06/30/04      06/30/03

Revenue
     Rent                                $1,001,220     $1,028,357
     Other                                   17,234         28,136

                                          1,018,454      1,056,493

Rental Expense
     Interest                               136,738        152,985
     Depreciation                           228,185        223,090
     Repairs and Maintenance                357,572        304,706
     Utilities                               83,305         92,251
     Real Estate Taxes                       90,728         86,426
     Management Fees                        134,052        120,532
     Advertising                              2,348          1,621
     Other                                  156,692        172,049

                                          1,189,620      1,153,660

Loss from Rental Activities                (171,166)      (97,167)

Other Income (Expenses)
     Interest Income                             24             29
     Management Fees                        (13,000)       (21,140)
     Administrative Costs                   (11,475)        (6,451)

Loss Before Deducting Minority
  Interests in Subsidiary Operating
  Partnerships                             (195,617)      (124,729)

Minority Interests in Losses of
  Subsidiary Operating Partnerships           1,730            977

     Net Loss                             ($193,887)     ($123,752)

Net Loss Allocated to General Partners      ($1,939)       ($1,238)

Net Loss Allocated to Limited Partners     (191,948)      (122,514)

     Net Loss                             ($193,887)     ($123,752)


Net Loss per Limited Partnership Unit       ($22.13)       ($14.13)


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



See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
Six Months Ended June 30, 2004 and 2003
(Unaudited)

                                            01/01/04-     01/01/03-
                                            06/30/04      06/30/03

Revenue
     Rent                                $1,939,473     $2,036,664
     Other                                   36,073         48,343

                                          1,975,546      2,085,007

Rental Expense
     Interest                               275,867        302,413
     Depreciation                           450,361        444,315
     Repairs and Maintenance                582,456        562,569
     Utilities                              172,693        184,652
     Real Estate Taxes                      181,883        180,893
     Management Fees                        247,949        235,704
     Advertising                              4,533          3,579
     Other                                  350,726        332,106

                                          2,266,468      2,246,231

Loss from Rental Activities                (290,922)      (161,224)

Other Income (Expenses)
     Interest Income                             26             43
     Management Fees                        (13,000)       (42,281)
     Administrative Costs                   (31,546)       (27,718)

Loss Before Deducting Minority
  Interests in Subsidiary Operating
  Partnerships                             (335,442)      (231,180)

Minority Interests in Losses of
  Subsidiary Operating Partnerships           2,938          1,624

     Net Loss                             ($332,504)     ($229,556)

Net Loss Allocated to General Partners      ($3,325)       ($2,296)

Net Loss Allocated to Limited Partners     (329,179)      (227,260)

     Net Loss                             ($332,504)     ($229,556)


Net Loss per Limited Partnership Unit       ($37.95)       ($26.21)


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



See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2004 and 2003
(Unaudited)

                                              01/01/04-      01/01/03-
                                              06/30/04       06/30/03

Cash Flows from Operating Activities
  Net Loss                                   ($332,504)     ($229,556)

Adjustments to Reconcile Net Loss
  To Net Cash Provided by Operating
  Activities:
     Depreciation                              450,361        444,315
     Minority Interest in Losses of
       Subsidiary Operating Partnerships        (2,938)        (1,624)
     Change in Other Assets and Other
       Liabilities                               6,010        119,111

Net Cash Provided by Operating Activities      108,909        332,246

Cash Flows from Investing Activities
     Purchases of Buildings and Equipment      (14,450)      (104,367)

Net Cash Used by Investing Activities          (14,450)      (104,367)

Cash Flows from Financing Activities
     Principal Payments on Borrowings          (51,028)      (249,013)
     Return of Equity to Minority Investors       (240)          (143)

Net Cash Used by Financing Activities          (51,268)      (249,156)

Net Increase/(Decrease) in Cash                 43,191        (21,277)
     Cash Beginning                            305,114        211,526
     Cash Ending                              $348,305       $190,249



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 six months ended
June 30, 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 June 30,
2004 consist of $24,019,585 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
June 30, 2004.




                                  QHP General    Local General
Items Paid or Payable              Partners       Partners

Management Fees                     $13,000          $120,000

Reimbursable Operating Expenses      $4,000                $0


Following is a summary of related party transactions for the
six months ended June 30, 2004

                                  QHP General    Local General
Items Paid or Payable              Partners       Partners

Management Fees                     $13,000          $248,000

Reimbursable Operating Expenses     $16,500                $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 $34,000 in cash and liquid investments at
June 30, 2004.  These assets will be held as working
capital.

At June 30, 2004, there were 403 holders of limited
partnership Units.


Results of Operations

The Partnership's loss from rental activities, including
depreciation, during the second quarter of 2004 is $171,166 as
compared with a loss of $97,167 for the same period in 2003.
Second quarter revenue decreased as a result of increased vacancy
loss at Litton, the largest property in QHP's portfolio.  Repairs
and maintenance continue to increase as the properties age.  In
addition, management fees, approved by USDA - Rural Development,
on a number of properties have also increased.

As of the date of this report, occupancy at the 24-unit property
located in Dimmitt, TX increased slightly from 54% in the first
quarter to 58% in the second quarter of 2004.  Local management
is still in discussions with the taxing authority to work out a
payment plan for 2003 taxes.  No payments have been made to-date.


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 up to 34% of their investment plus any state
tax savings, (b) still receiving cash distributions (if any) for
fifteen years, and (c) stop future reportings of QHP results in
their tax returns.  As of the date of this report, 313 investors
owning 4,282 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 will 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 during the
                    quarter ended June 30, 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:   August 13, 2004     By:  /s/ George F. Marshall
                                 George F. Marshall, President
                                 (Chief Executive Officer)



Date:   August 13, 2004     By:  /s/ Jenny C. Petri
                                 Jenny C. Petri, Vice President
                                 (Chief Financial Officer)



Date:   August 13, 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:   August 13, 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:   August 13, 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
June 30, 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:   August 13, 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
June 30, 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:   August 13, 2004      By:  /s/ Jenny C. Petri
                                  Jenny C. Petri, Vice President
                                  (Chief Financial Officer)