FOX STRATEGIC HOUSING INCOME PARTNERS, 10KSB, 1999-03-30

FOX STRATEGIC HOUSING INCOME PARTNERS
10KSB, 1999-03-30
REAL ESTATE

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FORM 10-KSB.-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)

FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 1998

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1994 [NO FEE REQUIRED]

For the transition period from to

Commission file number 0-16877

FOX STRATEGIC HOUSING INCOME PARTNERS
(Name of small business issuer in its charter)

California 94-3016373
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)

(864) 239-1000

Issuer's telephone number

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

Securities registered under Section 12(g) of the Exchange Act:

Limited Partnership Units
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X

State issuer's revenues for its most recent fiscal year. $ 3,303,000

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. No market exists for
the limited partnership interests of the Registrant, and, therefore, no
aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Fox Strategic Housing Income Partners (the "Partnership or "Registrant") is a
publicly-held limited partnership organized in June 1984, under the Uniform
Limited Partnership Act of the California Corporations Code. Fox Partners VIII,
a California general partnership, is the general partner of the Partnership.
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California corporation and Fox Realty Investors ("FRI") are the general partners
of Fox Partners VIII. The Managing General Partner is a subsidiary of Apartment
Investment and Management Company ("AIMCO"). The Partnership Agreement provides
that the Partnership is to terminate on December 31, 2025 unless terminated
prior to this date.

The Partnership, through its public offering of Limited Partnership Units, sold
26,111 units aggregating $26,111,000. From April 1987 through February 28,
1989, the Partnership acquired one mobile home park and two apartment complexes.
The Partnership continues to hold and operate the two apartment complexes as of
the date of this filing (see "Item 2. Description of Properties"). Since its
initial offering, the Partnership has not received, nor are limited partners
required to make, additional capital contributions.

The Partnership has no employees. The Managing General Partner is vested with
full authority as to the general management and supervision of the business and
affairs of the Partnership. Limited partners have no right to participate in
the management or conduct of such business and affairs. An affiliate of the
Managing General Partner provides day-to-day property management services.

The real estate business in which the Partnership is engaged is highly
competitive. There are other residential properties within the market area of
the Partnership's properties. The number and quality of competitive properties,
including those which may be managed by an affiliate of the Managing General
Partner, in such market area could have a material effect on the rental market
for the apartments at the Partnership's properties and the rents that may be
charged for such apartments. While the Managing General Partner and its
affiliates are a significant factor in the United States in the apartment
industry, competition for apartments is local. In addition, various limited
partnerships have been formed by the Managing General Partner and/or affiliates
to engage in business which may be competitive with the Partnership.

During the fourth quarter of 1997, an affiliate of the Managing General Partner
acquired 3,919 Units of limited partnership interest in the Partnership
(representing approximately 15% of the total outstanding units) pursuant to a
tender offer. As a result of its ownership of these units, the affiliate could
be in a position to influence all voting decisions with respect to the
Partnership. Under the Partnership Agreement, unitholders holding a majority of
the units are entitled to take certain action with respect to a variety of
matters. When voting on such matters, the affiliate would, in all likelihood,
vote its units in a manner favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner. See "Item
6. Management's Discussion and Analysis or Plan of Operation" for additional
information with respect to this tender offer.

Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.

Transfers of Control

Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC and NPI Equity Investments II,
Inc. ("NPI Equity"), the managing partner of FRI until Insignia transferred on
December 31, 1996, the stock of NPI Equity to its affiliate, Insignia Properties
Trust ("IPT").

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

ITEM 2. DESCRIPTION OF PROPERTIES

The following table sets forth the Partnership's investments in properties:

Date of
Property Purchase Type of Ownership Use

Barrington Place Apartments 7/89 Fee ownership, subject Apartment
Westlake, Ohio to a first mortgage 164 units

Wood View Apartments 9/87 Fee ownership, subject Apartment
Atlanta, Georgia to a first mortgage 180 units

SCHEDULE OF PROPERTIES:

Set forth below for each of the Partnership's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.

Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)

Barrington Place $11,451 $ 3,900 5-30 yrs. S/L $ 7,430

Wood View Apartments 10,014 3,153 5-30 yrs. S/L 6,615

Total $21,465 $ 7,053 $14,045

See "Note A" to the consolidated financial statements included in "Item 7.
Financial Statements" for a description of the Partnership's depreciation
policy.

SCHEDULE OF PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Partnership's properties:

Principal Principal

Balance At Stated Balance

December 31, Interest Period Maturity Due At

Property 1998 Rate Amortized Date Maturity (2)

(in thousands) (in thousands)

Barrington Place $ 4,883 6.65% (1) 8/1/08 $ 4,178

Wood View 5,580 6.64% (1) 8/1/08 4,774

Total $10,463 $ 8,952

(1) The principal balance is being amortized over 360 months with a balloon
payment due August 1, 2008.
(2) See "Item 7. Financial Statements - Note C" for information with respect to
the Partnership's ability to prepay these loans and other specific details
about the loans.

Prior to July 30, 1998, the Partnership's properties were cross-collateralized
by a zero coupon first mortgage which secured the entire amount of the note
payable. Interest accrued on the amount borrowed at a contract rate of 10.9
percent per annum, with the accrued interest added to principal each January and
July. On July 30, 1998, the Partnership refinanced this indebtedness with new
mortgage loans on each of the properties. As a result, the properties are no
longer cross-collateralized. The new loan on the Wood View Apartments was in
the original principal amount of $5,600,000, bears interest at a rate of 6.64%
per annum and requires monthly debt service payments of $35,912.97. The new
mortgage encumbering Barrington Place Apartments was in the original principal
amount of $4,900,000, bears interest at a rate of 6.65% and requires monthly
debt service payments of $31,456.28. Both mortgage loans mature on August 1,
2008, with balloon payments due, at which time the properties will need to be
refinanced or sold. If the properties cannot be refinanced and/or sold for a
sufficient amount, the Partnership will risk losing such properties through
foreclosure. The Partnership received net proceeds from these refinancings in
the aggregate amount of approximately $1,549,000. In addition, the Partnership
was required to establish escrows with the lender for tax and insurance costs,
capital improvements and repairs.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:

Average annual rental rates and occupancy for 1998 and 1997 for each property
are as follows:

Average Annual Average Annual

Rental Rates Occupancy

Property 1998 1997 1998 1997

Barrington Place $9,725/unit $9,409/unit 92% 93%

Wood View 9,081/unit 8,919/unit 95% 93%

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. Both of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Managing General Partner believes that both of the properties are adequately
insured and that each of the properties is in good physical condition, subject
to normal depreciation and deterioration as is typical for assets of this type
and age. No individual tenant leases 10% or more of the available rental space
of the respective properties.

SCHEDULE OF REAL ESTATE TAXES AND RATES:

1998 1998

Billing Rate

(in thousands)

Barrington Place $163 5.30%

Wood View 102 3.17%

CAPITAL IMPROVEMENTS

Barrington Place

During 1998, the Partnership completed approximately $44,000 of capital
improvements at Barrington Place primarily consisting of floor covering. These
improvements were funded from operating cash flow. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $232,000
of capital improvements over the near term. Capital improvements budgeted for
1999 are expected to cost approximately $338,000 and include, but are not
limited to, carpet and vinyl replacement, heating units, parking lot repairs,
water heaters, landscaping, major building repairs and improvements to its
recreational facility.

Wood View

Also, during 1998, the Partnership completed approximately $57,000 of capital
improvements at Wood View primarily consisting of building improvements, floor
covering and appliances. These improvements were funded from operating cash
flow. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the Managing
General Partner on interior improvements, it is estimated that the property
requires approximately $131,000 of capital improvements over the near term.
Capital improvements budgeted for 1999 include, but are not limited to, interior
and exterior building improvements, which are expected to cost approximately
$95,000.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.

ITEM 3. LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, will be material to
the Partnership's overall operations.

In April 1998, a limited partner of the Partnership commenced an action in the
Circuit Court for Jackson County, Missouri entitled Bond Purchase LLC v. Fox
Strategic Housing Income Partners, et al. The complaint claims that the
Partnership and the Managing General Partner breached certain contractual and
fiduciary duties allegedly owed to the claimant and seeks damages and injunctive
relief. The Managing General Partner believes the claims to be without merit
and intends to vigorously defend the claims. The Managing General Partner is
unable to determine the costs associated with this claim at this time.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

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

The unit holders of the Partnership did not vote on any matter during the
quarter ended December 31, 1998.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 26,111
Limited Partnership Units aggregating $26,111,000. As of December 31, 199, the
Partnership had 26,111 units outstanding held by 1,311 Limited Partners of
record. Affiliates of the Managing General Partner owned 4,132 units or 15.83%
as of December 31, 1998. There is no intention to sell additional Limited
Partnership Units nor is there an established market for these Units.

During the third quarter of 1998, the Partnership distributed cash from
operations of approximately $480,000 ($18.01 per limited partnership unit) and
proceeds from the 1994 sale of Lakewood Village Mobile Home Park of
approximately $2,401,000 ($90.11 per limited partnership unit). In the fourth
quarter of 1998, the Partnership distributed approximately $951,000 ($35.70 per
limited partnership unit) and $1,549,000 ($58.13 per limited partnership unit)
from operations and refinancing proceeds (refer to discussion in "Item 6.
Management's Discussion and Analysis or Plan of Operation), respectively. No
distributions were declared or paid during the year ended December 31, 1997.
Future cash distributions will depend on the levels of net cash generated from
operations, property sales, refinancings, and the availability of cash reserves.
The Partnership's distribution policy will be reviewed on a quarterly basis.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations after required capital expenditures to permit
further distributions to its partners in 1999 or subsequent periods.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion 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 operation. 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.

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership's net income for the year ended December 31, 1998, was
approximately $204,000 versus net income of approximately $106,000 for the year
ended December 31, 1997. The increase in net income is attributable to an
increase in rental income which was only partially offset by a slight decrease
in other income with decreases primarily in property tax and interest expenses
being offset by an increase in general and administrative expenses. The
increase in rental income is due to an increase in rental rates at both of the
Partnership's investment properties combined with overall decreases in
concessions during 1998. Interest expense decreased due to the lower interest
rates obtained on the refinanced loans encumbering the Partnership's properties.
(See further discussion below). The decrease in property tax expense is due to
a tax refund received at Wood View. General and administrative expenses
increased due to partnership fees payable in connection with distributions to
partners from operating cash flow. All other items of expense remained
relatively constant for the comparable periods.

Included in general and administrative expenses for the years ended December 31,
1998 and 1997, are reimbursements to the Managing General Partner allowed under
the Partnership Agreement associated with its management of the Partnership. 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 Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from the burden of
increases in expense. As part of this plan, the Managing 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 Managing General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $2,127,000 as compared to approximately $4,968,000 at December 31,
1997. The net decrease in cash and cash equivalents for the year ended December
31, 1998 of approximately $2,841,000 is comprised of approximately $1,293,000 of
cash provided by operating activities offset by approximately $226,000 and
$3,908,000 of cash used in investing and financing activities, respectively.
Cash used in investing activities consisted of capital improvements and deposits
to restricted escrows as required by the new mortgage lender. Cash used in
financing activities consisted of payments of principal made on the mortgages
encumbering the Partnership's properties, payment of loan costs and
distributions to partners, partially offset by proceeds from refinancing the
mortgage debt on each of the Partnership's properties. The Partnership 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. The Partnership has budgeted
approximately $433,000 in capital improvements for its investment properties in
1999. Budgeted capital improvements at Barrington Place include, but are not
limited to, carpet and vinyl replacement, new heating units, parking lot
repairs, new water heaters, landscaping, major building repairs and improvements
to its recreational facility. Budgeted capital improvements for Wood View
include, but are not limited to, interior and exterior building improvements.
These capital expenditures will be incurred only if cash is available from
operations or from Partnership reserves. To the extent that such capital
improvements are completed, the Partnership's distributable cash flow, if any,
may be adversely affected at least in the short term.

The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. Prior to July 30,
1998, the Partnership's properties were cross-collateralized by a zero coupon
first mortgage which secured the entire amount of the note payable. Interest
accrued on the amount borrowed at a contract rate of 10.9 percent per annum,
with the accrued interest added to principal each January and July. On July 30,
1998, the Partnership refinanced this indebtedness with new mortgage loans on
each of the properties. As a result, the properties are no longer cross-
collateralized. The new loan on the Wood View Apartments was in the original
principal amount of $5,600,000, bears interest at a rate of 6.64% per annum and
requires monthly debt service payments of $35,912.97. The new mortgage
encumbering Barrington Place Apartments was in the original principal amount of
$4,900,000, bears interest at a rate of 6.65% and requires monthly debt service
payments of $31,456.28. Both mortgage loans mature on August 1, 2008, with
balloon payments due, at which time the properties will need to be refinanced or
sold. If the properties cannot be refinanced and/or sold for a sufficient
amount, the Partnership will risk losing such properties through foreclosure.

The Partnership received net proceeds from these refinancings in the aggregate
amount of approximately $1,549,000. In addition, the Partnership was required
to establish escrows with the lender for tax and insurance costs, capital
improvements and repairs.

During the year ended December 31, 1998, the Partnership distributed cash from
operations of approximately $480,000 and proceeds from the 1994 sale of Lakewood
Village Mobile Home Park of approximately $2,401,000. A distribution in the
amount of $2,500,000 was paid during the fourth quarter of 1998, with
approximately $951,000 distributed from operations and $1,549,000 distributed
from refinancing proceeds. Future cash distributions will depend on the levels
of net cash generated from operations, refinancings, property sales, and the
availability of cash reserves. The Partnership's distribution policy will be
reviewed on a quarterly basis. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations after required
capital expenditures to permit further distributions to its partners in 1999 or
subsequent periods.

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 Managing 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 mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and 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
December 31, 1998, had completed approximately 75% of 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. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.

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.

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 the testing process is
expected to be completed by March 31, 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 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.

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. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.

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 our enterprise.

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

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

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 $2.8 million ($0.6 million expensed
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.

ITEM 7. FINANCIAL STATEMENTS

FOX STRATEGIC HOUSING INCOME PARTNERS

LIST OF FINANCIAL STATEMENTS

Report of Independent Auditors

Consolidated Balance Sheet - December 31, 1998

Consolidated Statements of Operations - Years ended December 31, 1998 and 1997

Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1998 and 1997

Consolidated Statements of Cash Flows - Years ended December 31, 1998 and 1997

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

To the Partners
Fox Strategic Housing Income Partners

We have audited the accompanying consolidated balance sheet of Fox Strategic
Housing Income Partners as of December 31, 1998 and the related consolidated
statements of operations, changes in partners' capital (deficit) and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Fox Strategic
Housing Income Partners at December 31, 1998, and the consolidated results of
its operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

/s/ Ernst & Young LLP

Greenville, South Carolina
March 3, 1999

Independent Auditors' Report

To the Partners
Fox Strategic Housing Income Partners
a California Limited Partnership
Greenville, South Carolina

We have audited the accompanying consolidated statements of operations, changes
in partners' capital (deficit) and cash flows of Fox Strategic Housing Income
Partners, a California Limited Partnership (the "Partnership"), and its
subsidiary, for the year ended December 31, 1997. These consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Fox Strategic Housing Income Partners, a California Limited Partnership, and its
subsidiary, for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.

/S/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants

New York, NY
January 26, 1998

FOX STRATEGIC HOUSING INCOME PARTNERS

CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets

Cash and cash equivalents $ 2,127

Receivables and deposits 310

Restricted escrows 125

Other assets 281

Investment properties (Notes C and F):

Land $ 3,119

Buildings and related personal property 18,346

21,465

Less accumulated depreciation (7,053) 14,412

$17,255

Liabilities and Partners' Capital (Deficit)

Liabilities

Accounts payable $ 17

Due to general partner 72

Tenant security deposit liabilities 44

Accrued property taxes 171

Accrued interest 58

Other liabilities 53

Mortgage notes payable (Notes C and F) 10,463

Partners' Capital (Deficit)

General partner's $ (274)

Limited partners' (26,111 units issued and outstanding) 6,651 6,377

$17,255

See Accompanying Notes to Consolidated Financial Statements

FOX STRATEGIC HOUSING INCOME PARTNERS

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,

1998 1997

Revenues:

Rental income $ 2,957 $ 2,845

Other income 346 359

Total revenues 3,303 3,204

Expenses:

Operating 1,012 1,020

General and administrative 308 233

Depreciation 637 626

Interest 884 921

Property taxes 258 298

Total expenses 3,099 3,098

Net income $ 204 $ 106

Net income allocated to general partner $ 41 $ 21

Net income allocated to limited partners 163 85

$ 204 $ 106

Net income per limited partnership unit $ 6.24 $ 3.26

Distributions per limited partnership unit $201.95 $ --

See Accompanying Notes to Consolidated Financial Statements

FOX STRATEGIC HOUSING INCOME PARTNERS

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)

Limited

Partnership General Limited

Units Partner's Partners' Total

Original capital contributions 26,111 $ -- $26,111 $26,111

Partners' (deficit) capital

at December 31, 1996 26,111 $ (228) $11,676 $11,448

Net income for the year ended

December 31, 1997 -- 21 85 106

Partners' (deficit) capital

at December 31, 1997 26,111 (207) 11,761 11,554

Distributions to partners -- (108) (5,273) (5,381)

Net income for the year ended

December 31, 1998 -- 41 163 204

Partner's (deficit) capital

at December 31, 1998 26,111 $ (274) $ 6,651 $ 6,377

See Accompanying Notes to Consolidated Financial Statements

FOX STRATEGIC HOUSING INCOME PARTNERS

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:

Net income $ 204 $ 106

Adjustments to reconcile net income to net

cash provided by operating activities:

Depreciation 637 626

Amortization of loan costs 44 40

Change in accounts:

Receivables and deposits (204) 100

Other assets (13) (7)

Accounts payable (23) 11

Due to general partner 72 --

Tenant security deposit liabilities (5) (19)

Accrued property taxes -- 11

Accrued interest payable 578 881

Other liabilities 3 5

Net cash provided by operating activities 1,293 1,754

Cash flows from investing activities:

Property improvements and replacements (101) (163)

Deposits to restricted escrows (125) --

Net cash used in investing activities (226) (163)

Cash flows from financing activities:

Proceeds from mortgage notes payable 10,500 --

Repayment of mortgage note payable (8,712) (938)

Payments on mortgage notes payable (37) --

Loan costs paid (278) --

Distributions to partners (5,381) --

Net cash used in financing activities (3,908) (938)

Net (decrease) increase in cash and cash equivalents (2,841) 653

Cash and cash equivalents at beginning of period 4,968 4,315

Cash and cash equivalents at end of period $ 2,127 $ 4,968

Supplemental disclosure of cash flow information:

Cash paid for interest $ 261 $ --

Supplemental disclosure of noncash investing and

financing activities:

Accrued interest added to note payable principal $ 876 $ 883

See Accompanying Notes to Consolidated Financial Statements

FOX STRATEGIC HOUSING INCOME PARTNERS

Notes to Consolidated Financial Statements

December 31, 1998

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: Fox Strategic Housing Income Partners (the "Partnership") is a
limited partnership organized under the laws of the State of California to
operate and hold income-producing properties. The Partnership currently owns
two apartment buildings located in Atlanta, Georgia, and Westlake, Ohio. Fox
Partners VIII, a California general partnership, is the general partner of the
Partnership. The general partners of Fox Partners VIII are Fox Capital
Management Corporation ("FCMC" or the "Managing General Partner"), a California
corporation, and Fox Realty Investors ("FRI"), a California general partnership.
The Managing General Partner is a subsidiary of Apartment Investment and
Management Company ("AIMCO") (see "Note B - Transfer of Control"). The director
and officers of the Managing General Partner also serve as executive officers of
AIMCO. The Partnership Agreement provides that the Partnership is to terminate
on December 31, 2025 unless terminated prior to this date. The Partnership was
organized in 1984 and commenced operations in 1987. The capital contributions
of $26,111,000 ($1,000 per unit) were made by the limited partners including one
limited partnership unit purchased by an affiliate of FCMC.

Consolidation: The consolidated financial statements include the statements of
the Partnership and a wholly-owned subsidiary. All significant intercompany
transactions and balances have been eliminated.

Allocations to Partners: Net income, net loss, and distributions of cash of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the Partnership Agreement.

In accordance with the Partnership Agreement, the Partnership's net loss was
allocated 100% to the general partner until the cumulative loss allocated
equaled cumulative income allocated to the general partner subsequent to
December 31, 1991. This level was reached in 1996; thereafter, the net loss has
been allocated 100% to the limited partners until their capital accounts are
zero. For the years ended December 31, 1998, and 1997, the Partnership's net
income has been allocated 20% to the general partner until cumulative income is
equal to 2.0408 percent of the total Original Invested Capital. In addition, two
percent of cash distributions are allocated to the general partner.

Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments", as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate fair
value. Fair value is defined in the SFAS as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity approximates its carrying balance.

Investment Properties: Investment properties consist of two apartment complexes
and are stated at cost. Acquisition fees are capitalized as a cost of real
estate. In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the Partnership
records impairment losses on long-lived assets used in operations when events
and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. No adjustments for impairment of value
were recorded in the years ended December 31, 1998 or 1997.

Income Tax: No provision has been made in the consolidated financial statements
for Federal income taxes because, under current law, no Federal income taxes are
paid directly by the Partnership. The unit holders are responsible for their
respective shares of Partnership net income or loss. The Partnership reports
certain transactions differently for tax than for financial statement purposes.

Depreciation: Depreciation is computed by the straight-line method over
estimated useful lives ranging from fifteen to thirty years for buildings and
improvements and five to seven years for furnishings.

Cash and Cash Equivalents: Includes cash on hand and in banks, certificates of
deposit, and money market funds with original maturities less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Managing General Partner's policy is to offer rental concessions
during particularly slow months or in response to heavy competition from other
similar complexes in the area. Concessions are charged against rental income as
incurred.

Loan Costs: Loan costs of approximately $278,000 less accumulated amortization
of approximately $21,000 are included in other assets and are being amortized on
a straight-line basis over the lives of the loans.

Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged the space and is current on its
rental payments.

Restricted Escrows:

Capital Improvement: In conjunction with the refinancing of both the
Barrington Place and Wood View Apartments mortgage notes payable in 1998,
the Partnership established "Capital Improvement" escrows for certain
capital improvements. At December 31, 1998, the balance in the accounts
was approximately $103,000 and $22,000 for Barrington Place and Wood View
Apartments, respectively.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information", which is effective for years beginning after December 15, 1997.
SFAS No. 131 established standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers (see "Note H" for required disclosures).

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $57,000
and $40,000 for the years ended December 31, 1998 and 1997, respectively.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Reclassifications: Certain reclassifications have been made to the 1997
balances to conform to the 1998 presentation.

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 AIMCO, a publicly traded real estate investment trust, with AIMCO
being the surviving corporation (the "Insignia Merger"). As a result, AIMCO
ultimately acquired a 100% ownership interest in Insignia Properties Trust
("IPT"), the sole shareholder of the Managing General Partner. The Managing
General Partner does not believe that this transaction will have a material
effect on the affairs and operations of the Partnership.

NOTE C - MORTGAGE NOTES PAYABLE

The principle terms of the mortgage notes payable are as follows:

Principal Monthly Principal

Balance At Payment Stated Balance

December 31, Including Interest Maturity Due At

Property 1998 Interest Rate Date Maturity

Barrington Place $ 4,883 $ 31 6.65% 8/1/08 $ 4,178

Wood View 5,580 36 6.64% 8/1/08 4,774

Total $10,463 $ 67 $ 8,952

Prior to July 30, 1998, the Partnership's properties were cross-collateralized
by a zero coupon first mortgage which secured the entire amount of the note
payable. Interest accrued on the amount borrowed at a contract rate of 10.9
percent per annum, with the accrued interest added to principal each January and
July. On July 30, 1998, the Partnership refinanced this indebtedness with new
mortgage loans on each of the properties. As a result, the properties are no
longer cross-collateralized. The new loan on the Wood View Apartments was in
the original principal amount of $5,600,000, bears interest at a rate of 6.64%
per annum and requires monthly debt service payments of $35,912.97. The new
mortgage encumbering Barrington Place Apartments was in the original principal
amount of $4,900,000, bears interest at a rate of 6.65% and requires monthly
debt service payments of $31,456.28. Both mortgage loans mature on August 1,
2008, at which time balloon payments will be due. The Partnership received net
proceeds from these refinancings in the aggregate amount of approximately
$1,549,000. In addition, the Partnership was required to establish escrows with
the lender for tax and insurance costs, capital improvements and repairs.
Further, the properties may not be sold subject to existing indebtedness.

Amortization of loan costs related to the current and previous mortgages totaled
approximately $44,000 and $40,000 for the years ended December 31, 1998 and
1997, respectively.

Scheduled principal payments of mortgage notes payable subsequent to December
31, 1998, are as follows (in thousands):

1999 $ 117
2000 125
2001 133
2002 142
2003 152
Thereafter 9,794
$10,463

NOTE D - INCOME TAXES

The Partnership files its tax return on an accrual basis and has computed
depreciation for tax purposes using accelerated methods, which are not in
accordance with generally accepted accounting principles. A reconciliation of
the net income per the consolidated financial statements to the net taxable
income (loss) to partners is as follows (in thousands, except unit data):

1998 1997

Net income as reported $ 204 $ 106

Add (deduct):

Depreciation differences (52) (52)

Other 142 2

Federal taxable income $ 294 $ 56

Federal taxable income per

limited partnership unit $11.03 $2.10

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):

Net assets as reported $6,377

Land and buildings 148

Accumulated depreciation (516)

Syndication and distribution costs 757

Other 207

Net assets - Federal tax basis $6,973

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with the
Managing General Partner and its affiliates were incurred during the years ended
December 31, 1998 and 1997:

1998 1997

(in thousands)

Property management fees (included in operating

expenses) $158 $153

Reimbursement for services of affiliates (included

in general and administrative and operating

expenses and investment properties) (1) 61 74

(1)Included in "Reimbursements for services of affiliates" for 1998 and 1997 is
approximately $1,000 and $2,000, respectively, in reimbursements for
construction oversight costs.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner, were entitled to receive 5% of gross receipts from all of the
Partnership's properties as compensation for providing property management
services. The Partnership paid to such affiliates $158,000 and $153,000 for the
years ended December 31, 1998 and 1997, respectively.

An affiliate of the Managing General Partner received reimbursements of
accountable administrative expenses amounting to approximately $61,000 and
$74,000 for the years ended December 31, 1998 and 1997, respectively.

In addition, the General Partner earned $115,000 in Partnership
Management Fees for 1998, of which $72,000 are subordinated to the Limited
Partner's annual receipt of 8% of Adjusted Investment Capital, as defined in the
Partnership Agreement. No fees were earned for 1997.

For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner who received payments on these obligations from the agent. The amount of
the Partnership's insurance premiums accruing to the benefit of the affiliate of
the Managing General Partner by virtue of the agent's obligations is not
significant.

On August 28, 1997, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 11,750 of the outstanding
units of limited partnership interest in the Partnership at $260.00 per Unit,
net to the seller in cash. As a result of the tender offer the affiliate
acquired 3,919. AIMCO currently owns, through its affiliates, a total of
4,132 units or 15.83%. As a result of its ownership of these units, the
affiliate could be in a position to influence all voting decisions with respect
to the Partnership. Under the Partnership Agreement, unit holders holding a
majority of the units are entitled to take certain action with respect to a
variety of matters. When voting on such matters, the affiliate would, in all
likelihood, vote its units in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

(in thousands)

Buildings Cost

and Related Capitalized

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands) (in thousands)

Barrington Place $ 4,883 $ 1,152 $10,180 $ 119

Wood View Apartments 5,580 1,981 7,366 667

Totals $10,463 $ 3,133 $17,546 $ 786

Gross Amount At Which Carried

At December 31, 1998

(in thousands)

Buildings

And Related

Personal Accumulated Year Of Date Depreciable

Description Land Property Total Depreciation Construction Acquired Life-Years

(in thousands)

Barrington Place $1,138 $10,313 $11,451 $3,900 1989 07/89 5-30

Wood View 1,981 8,033 10,014 3,153 1982 09/87 5-30

Totals $3,119 $18,346 $21,465 $7,053

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended December 31,

1998 1997

(in thousands)

Real Estate

Balance at beginning of year $21,364 $21,201

Property improvements 101 163

Balance at end of year $21,465 $21,364

Accumulated Depreciation

Balance at beginning of year $ 6,416 $ 5,790

Additions charged to expense 637 626

Balance at end of year $ 7,053 $ 6,416

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $21,614,000 and $21,513,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1998 and 1997, is approximately $7,569,000 and
$6,880,000, respectively.

NOTE G - DISTRIBUTIONS

During the third quarter of 1998, the Partnership distributed cash from
operations of approximately $480,000 and proceeds from the 1994 sale of Lakewood
Village Mobile Home Park of approximately $2,401,000. In the fourth quarter of
1998, the Partnership distributed approximately $951,000 and $1,549,000 from
operations and refinancing proceeds, respectively. No distributions were
declared or paid during the year ended December 31, 1997.

NOTE H - SEGMENT INFORMATION

Description of the types of products and services from which the reportable
segment derives its revenues: As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has one
reportable segment: residential properties. The Partnership's residential
property segment consists of two apartment complexes in two states in the United
States. The Partnership rents apartment units to people for terms that are
typically twelve months or less.

Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those described in the summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segment: The
Partnership's reportable segment consists of investment properties that offer
similar products and services. Although each of the investment properties is
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.

Segment information for the years 1998 and 1997 is shown in the tables below.
The "Other" column includes partnership administration related items and income
and expense not allocated to the reportable segment.

1998 Residential Other Totals
(in thousands)
Rental income $ 2,957 $ -- $ 2,957
Other income 218 128 346
Interest expense 884 -- 884
Depreciation 637 -- 637
General and administrative expense -- 236 236
Segment profit (loss) 384 (108) 276
Total assets 17,143 112 17,255
Capital expenditures for investment
properties 101 -- 101

1997 Residential Other Totals
(in thousands)
Rental income $ 2,845 $ -- $ 2,845
Other income 187 172 359
Interest expense 921 -- 921
Depreciation 626 -- 626
General and administrative expense -- 233 233
Segment profit (loss) 167 (61) 106
Total assets 16,391 3,665 20,056
Capital expenditures for investment
properties 163 -- 163

NOTE I - LEGAL PROCEEDINGS

In April 1998, a limited partner of the Partnership commenced an action in the
Circuit Court for Jackson County, Missouri entitled Bond Purchase LLC v. Fox
Strategic Housing Income Partners, et al. The complaint claims that the
Partnership and the Managing General Partner breached certain contractual and
fiduciary duties allegedly owed to the claimant and seeks damages and injunctive
relief. The Managing General Partner believes the claims to be without merit
and intends to vigorously defend the claims. The Managing General Partner
is unable to determine the costs associated with this claim at this time.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

Effective November 10, 1998, the Registrant dismissed its prior Independent
Auditors, Imowitz Koenig & Company ("Imowitz"). Imowitz' Independent Auditors'
Report on Registrant's financial statements for the calendar year ended December
31, 1997 did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change Independent Auditors was approved by the
Managing General Partner's directors. During the calendar year ended 1997 and
through November 10, 1998, there were no disagreements between the Registrant
and Imowitz on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of Imowitz, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.

Effective November 24, 1998, Registrant engaged Ernst & Young LLP as its
Independent Auditors. During the last two calendar years and through November
24, 1998, the Registrant did not consult Ernst & Young LLP regarding any of the
matters or events set forth in Item 304 (a) (2) (i) and (ii) of Regulation S-B.

PART III

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

The general partner of Fox Strategic Housing Income Partners (the "Partnership"
or the "Registrant") is Fox Partners VIII. The general partners of Fox Partners
VIII are Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner") and Fox Realty Investors ("FRI").

The names and ages of, as well as the positions and offices held by, the
executive officers and directors of the Managing General Partner are set forth
below. There are no family relationships between or among any officers or
directors.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting and Director

Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of Apartment Investment and Management Company ("AIMCO") since May
1998. Prior to joining AIMCO, Mr. Foye was a partner in the law firm of
Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was Managing
Partner of the firm's Brussels, Budapest and Moscow offices from 1992 through
1994. Mr. Foye is also Deputy Chairman of the Long Island Power Authority and
serves as a member of the New York State Privatization Council. He received a
B.A. from Fordham College and a J.D. from Fordham University Law School.

Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12" below.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, as of December 31, 1998, no person was known by the
Registrant to own of record or beneficially more than five percent of the
Limited Partnership Units of the Registrant:

NUMBER OF PERCENT

NAME AND ADDRESS UNITS OF TOTAL

IPLP Acquisition I LLC ("IPLP LLC") 3,919.00 15.01%
Insignia Properties LP ("IPLP") 213.00 .82%

IPLP LLC and IPLP are indirectly ultimately owned by AIMCO. Their business
address is 55 Beattie Place, Greenville, SC 29601.

Except as described above, neither FCMC nor any of the directors or officers of
FCMC own any Units of the Partnership of record or beneficially.

Affiliates of the Managing General Partner hold a total of 4,132 units in the
Partnership (representing approximately 15.83% of the total outstanding units).
As a result of its ownership of these units, these affiliates could be in a
position to influence all voting decisions with respect to the Partnership.
Under the Partnership Agreement, unitholders holding a majority of the units are
entitled to take certain action with respect to a variety of matters. When
voting on such matters, the affiliates would, in all likelihood, vote its units
in a manner favorable to the interest of the Managing General Partner because of
their affiliation with the Managing General Partner.

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Managing General Partner. AIMCO and its
affiliates currently own 15.83% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional limited partnership interests in the Partnership.
There is a substantial likelihood that, within a short period of time, AIMCO OP
will offer to acquire limited partnership interests in the Partnership for cash
or preferred units or common units of limited partnership interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No transactions have occurred between the Partnership and any officer or
director of FCMC.

1998 1997

(in thousands)

Property management fees $158 $153

Reimbursement for services of affiliates (1) 61 74

(1)Included in "Reimbursements for services of affiliates" for 1998 and 1997 is
approximately $1,000 and $2,000, respectively, in reimbursements for
construction oversight costs.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner, were entitled to receive 5% of gross receipts from all of the
Partnership's properties as compensation for providing property management
services. The Partnership's paid to such affiliates $158,000 and $153,000 for
the years ended December 31, 1998 and 1997, respectively.

On August 28, 1997, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 11,750 of the outstanding
units of limited partnership interest in the Partnership at $260.00 per Unit,
net to the seller in cash. As a result of the tender offer the affiliate
acquired 3,919 or approximately 15% of the total outstanding limited partner
units of the Partnership. As a result of its ownership of these units, the
affiliate could be in a position to influence all voting decisions with respect
to the Partnership. Under the Partnership Agreement, unit holders holding a
majority of the units are entitled to take certain action with respect to a
variety of matters. When voting on such matters, the affiliate would, in all
likelihood, vote its units in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

2.1 Agreement and Plan of Merger dated as of October 1,1998, by and between
AIMCO and IPT; incorporated by reference to Registrant's Current Report
on Form 8-K dated October 1, 1998.

10.1* Repair Escrow Agreement dated July 30, 1998, between Fox Strategic
Housing Income Partners, a California limited partnership, and Newport
Mortgage Company, L.P., a Texas limited partnership, related to the
refinancing of debt on Wood View Apartments.

10.2* Replacement Reserve Agreement dated July 30, 1998, between Fox
Strategic Housing Income Partners, a California limited partnership,
and Newport Mortgage Company, L.P., a Texas limited partnership,
related to the refinancing of debt on Wood View Apartments.

10.3* Multi-family Note dated July 30, 1998, between Westlake East Associates
Limited Partnership, an Ohio limited partnership, and Newport Mortgage
Company, L.P., a Texas limited partnership, related to the refinancing
of debt on Barrington Place Apartments.

10.4* Repair Escrow Agreement dated July 30, 1998, between Fox Strategic
Housing Income Partners, a California limited partnership, and Newport
Mortgage Company, L.P., a Texas limited partnership, related to the
refinancing of debt on Barrington Place Apartments.

10.5* Replacement Reserve Agreement dated July 30, 1998, between Fox
Strategic Housing Income Partners, a California limited partnership,
and Newport Mortgage Company, L.P., a Texas limited partnership,
related to the refinancing of debt on Barrington Place Apartments.

10.6 Multi-Family Note dated July 30, 1998, between Fox Strategic Housing
Income Partners, a California limited partnership, and Newport Mortgage
Company, L.P., a Texas limited partnership, related to the refinancing
of debt on Wood View Apartments, filed as an exhibit to this report.

*Filed as Exhibits 10.1 through 10.5, respectively, to Form 10-QSB -
Quarterly or Transitional Report filed on November 12, 1998 and
incorporated herein by reference.

16 Letter dated November 11, 1998, from the Registrant's former
independent accountant regarding its concurrence with the statements
made by the Registrant in Current Report on Form 8-K filed on November
16, 1998.

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

(b) Reports on Form 8-K filed during the fourth quarter of 1998:

Current Report on Form 8-K, dated October 1, 1998 and filed on
October 16, 1998, disclosing change in control of Registrant from
Insignia Financial Group, Inc. to AIMCO.

Current Report on Form 8-K, dated November 10, 1998 and filed on
November 16, 1998, disclosing dismissal of Imowitz Koenig & Co.,
LLP as Registrant's certifying accountant.

Current Report on Form 8-K, dated and filed on December 9, 1998,
disclosing appointment of Ernst & Young LLP as certifying
accountants for the year ended December 31, 1998.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

FOX STRATEGIC HOUSING INCOME PARTNERS
(a California Limited Partnership)

By: FOX PARTNERS VIII
Its General Partner

By: Fox Capital Management Corporation
Its Managing General Partner

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

By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting

Date: March 30, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.

/s/ Patrick J. Foye Executive Vice President Date: March 30, 1999
Patrick J. Foye and Director

/s/ Timothy R. Garrick Vice President - Accounting Date: March 30, 1999
Timothy R. Garrick and Director

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Fox
Strategic Housing Income Partners 1998 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000800080
<NAME> FOX STRATEGIC HOUSING INCOME PARTNERS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,127
<SECURITIES> 0
<RECEIVABLES> 310
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 21,465
<DEPRECIATION> (7,053)
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,463
0
0
<COMMON> 0
<OTHER-SE> 6,377
<TOTAL-LIABILITY-AND-EQUITY> 17,255
<SALES> 0
<TOTAL-REVENUES> 3,303
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,099
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 884
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 204
<EPS-PRIMARY> 6.24<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>

EXHIBIT 10.6

MULTIFAMILY NOTE
(MULTISTATE)

US $5,600,000.00 July 30, 1998

FOR VALUE RECEIVED, the undersigned ("BORROWER") jointly and severally (if
more than one) promises to pay to the order of NEWPORT MORTGAGE COMPANY, L.P.,
a Texas limited partnership the principal sum of Five Million Six Hundred
Thousand And No/100 Dollars (US $5,600,000.00), with interest on the unpaid
principal balance at the annual rate of 6.64 percent.

1. DEFINED TERMS. As used in this Note, (i) the term "LENDER" means the
holder of this Note, and (ii) the term "INDEBTEDNESS" means the principal of,
interest on, or any other amounts due at any time under, this Note, the Security
Instrument or any other Loan Document, including prepayment premiums, late
charges, default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security Instrument. "Event of Default" and
other capitalized terms used but not defined in this Note shall have the
meanings given to such terms in the Security Instrument.

2. ADDRESS FOR PAYMENT. All payments due under this Note shall be
payable at 8411 Preston Road, Suite 680, Dallas, Texas 75225 or such other place
as may be designated by written notice to Borrower from or on behalf of Lender.

3. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest shall be
paid as follows:

(a) Unless disbursement of principal is made by Lender to Borrower on the
first day of the month, interest for the period beginning on the date of
disbursement and ending on and including the last day of the month in which such
disbursement is made shall be payable simultaneously with the execution of this
Note. Interest under this Note shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

(b) Consecutive monthly installments of principal and interest, each in the
amount of Thirty five thousand nine hundred twelve and 97/100 dollars (US
$35.912.97), shall be payable on the first day of each month beginning on
September 1, 1998, until the entire unpaid principal balance evidenced by
this Note is fully paid. Any accrued interest remaining past due for 30
days or more shall be added to and become part of the unpaid principal
balance and shall bear interest at the rate or rates specified in this
Note, and any reference below to "accrued interest" shall refer to accrued
interest which has not become part of the unpaid principal balance. Any
remaining principal and interest shall be due and payable on August 1, 2008
or on any earlier date on which the unpaid principal balance of this Note
becomes due and payable, by acceleration or otherwise (the "MATURITY
DATE"). The unpaid principal balance shall continue to bear interest after
the Maturity Date at the Default Rate set forth in this Note until and
including the date on which it is paid in full.

(c) Any regularly scheduled monthly installment of principal and interest that
is received by Lender before the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4. APPLICATION OF PAYMENTS. If at any time Lender receives, from
Borrower or otherwise, any amount applicable to the Indebtedness which is less
than all amounts due and payable at such time, Lender may apply that payment to
amounts then due and payable in any manner and in any order determined by
Lender, in Lender's discretion. Borrower agrees that neither Lender's
acceptance of a payment from Borrower in an amount that is less than all amounts
then due and payable nor Lender's application of such payment shall constitute
or be deemed to constitute either a waiver of the unpaid amounts or an accord
and satisfaction.

5. SECURITY. The Indebtedness is secured, among other things, by a
multifamily mortgage, deed to secure debt or deed of trust dated as of the date
of this Note (the "SECURITY INSTRUMENT"), and reference is made to the Security
Instrument for other rights of Lender as to collateral for the Indebtedness.

6. ACCELERATION. If an Event of Default has occurred and is continuing,
the entire unpaid principal balance, any accrued interest, the prepayment
premium payable under Paragraph 10, if any, and all other amounts payable under
this Note and any other Loan Document shall at once become due and payable, at
the option of Lender, without any prior notice to Borrower. Lender may exercise
this option to accelerate regardless of any prior forbearance.

7. LATE CHARGE. If any monthly amount payable under this Note or under
the Security Instrument or any other Loan Document is not received by Lender
within ten (10) days after the amount is due, Borrower shall pay to Lender,
immediately and without demand by Lender, a late charge equal to five percent
(5%) of such amount. Borrower acknowledges that its failure to make timely
payments will cause Lender to incur additional expenses in servicing and
processing the loan evidenced by this Note (the "LOAN"), and that it is
extremely difficult and impractical to determine those additional expenses.
Borrower agrees that the late charge payable pursuant to this Paragraph
represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional expenses Lender will incur
by reason of such late payment. The late charge is payable in addition to, and
not in lieu of, any interest payable at the Default Rate pursuant to Paragraph
8.

8. DEFAULT RATE. So long as (a) any monthly installment under this Note
remains past due for 30 days or more, or (b) any other Event of Default has
occurred and is continuing, interest under this Note shall accrue on the unpaid
principal balance from the earlier of the due date of the first unpaid monthly
installment or the occurrence of such other Event of Default, as applicable, at
a rate (the "DEFAULT RATE") equal to the lesser of 4 percentage points above the
rate stated in the first paragraph of this Note or the maximum interest rate
which may be collected from Borrower under applicable law. If the unpaid
principal balance and all accrued interest are not paid in full on the Maturity
Date, the unpaid principal balance and all accrued interest shall bear interest
from the Maturity Date at the Default Rate. Borrower also acknowledges that its
failure to make timely payments will cause Lender to incur additional expenses
in servicing and processing the Loan, that, during the time that any monthly
installment under this Note is delinquent for more than 30 days, Lender will
incur additional costs and expenses arising from its loss of the use of the
money due and from the adverse impact on Lender's ability to meet its other
obligations and to take advantage of other investment opportunities, and that it
is extremely difficult and impractical to determine those additional costs and
expenses. Borrower also acknowledges that, during the time that any monthly
installment under this Note is delinquent for more than 30 days or any other
Event of Default has occurred and is continuing, Lender's risk of nonpayment of
this Note will be materially increased and Lender is entitled to be compensated
for such increased risk. Borrower agrees that the increase in the rate of
interest payable under this Note to the Default Rate represents a fair and
reasonable estimate, taking into account all circumstances existing on the date
of this Note, of the additional costs and expenses Lender will incur by reason
of the Borrower's delinquent payment and the additional compensation Lender is
entitled to receive for the increased risks of nonpayment associated with a
delinquent loan.

9. LIMITS ON PERSONAL LIABILITY.

(a) Except as otherwise provided in this Paragraph 9, Borrower shall have
no personal liability under this Note, the Security Instrument or any other Loan
Document for the repayment of the Indebtedness or for the performance of any
other obligations of Borrower under the Loan Documents, and Lender's only
recourse for the satisfaction of the Indebtedness and the performance of such
obligations shall be Lender's exercise of its rights and remedies with respect
to the Mortgaged Property and any other collateral held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit
or impair Lender's enforcement of its rights against any guarantor of the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a
portion of the Indebtedness equal to zero percent (-0-%) of the unpaid principal
balance of this Note, plus any other amounts for which Borrower has personal
liability under this Paragraph 9.

(c) In addition to Borrower's personal liability under Paragraph 9(b),
Borrower shall be personally liable to Lender for the repayment of a further
portion of the Indebtedness equal to any loss or damage suffered by Lender as a
result of (1) failure of Borrower to pay to Lender upon demand after an Event of
Default all Rents to which Lender is entitled under Section 3(a) of the Security
Instrument and the amount of all security deposits collected by Borrower from
tenants then in residence; (2) failure of Borrower to apply all insurance
proceeds and condemnation proceeds as required by the Security Instrument; or
(3) failure of Borrower to comply with Section 14(d) or (e) of the Security
Instrument relating to the delivery of books and records, statements, schedules
and reports.

(d) For purposes of determining Borrower's personal liability under
Paragraph 9(b) and Paragraph 9(c), all payments made by Borrower or any
guarantor of this Note with respect to the Indebtedness and all amounts received
by Lender from the enforcement of its rights under the Security Instrument shall
be applied first to the portion of the Indebtedness for which Borrower has no
personal liability.

(e) Borrower shall become personally liable to Lender for the repayment of
all of the Indebtedness upon the occurrence of any of the following Events of
Default: (1) Borrower's acquisition of any property or operation of any business
not permitted by Section 33 of the Security Instrument; (2) a Transfer
(including, but not limited to, a lien or encumbrance) that is an Event of
Default under Section 21 of the Security Instrument, other than a Transfer
consisting solely of the involuntary removal or involuntary withdrawal of a
general partner in a limited partnership or a manager in a limited liability
company; or (3) fraud or written material misrepresentation by Borrower or any
officer, director, partner, member or employee of Borrower in connection with
the application for or creation of the Indebtedness or any request for any
action or consent by Lender.

(f) In addition to any personal liability for the Indebtedness, Borrower
shall be personally liable to Lender for (1) the performance of all of
Borrower's obligations under Section 18 of the Security Instrument (relating to
environmental matters); (2) the costs of any audit under Section 14(d) of the
Security Instrument; and (3) any costs and expenses incurred by Lender in
connection with the collection of any amount for which Borrower is personally
liable under this Paragraph 9, including fees and out of pocket expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's books and records to determine the amount for which Borrower has
personal liability.

(g) To the extent that Borrower has personal liability under this
Paragraph 9, Lender may exercise its rights against Borrower personally without
regard to whether Lender has exercised any rights against the Mortgaged Property
or any other security, or pursued any rights against any guarantor, or pursued
any other rights available to Lender under this Note, the Security Instrument,
any other Loan Document or applicable law. For purposes of this Paragraph 9, the
term "MORTGAGED PROPERTY" shall not include any funds that (1) have been applied
by Borrower as required or permitted by the Security Instrument prior to the
occurrence of an Event of Default or (2) Borrower was unable to apply as
required or permitted by the Security Instrument because of a bankruptcy,
receivership, or similar judicial proceeding.

10. VOLUNTARY AND INVOLUNTARY PREPAYMENTS.

(a) A prepayment premium shall be payable in connection with any
prepayment made under this Note as provided below:

(1) Borrower may voluntarily prepay all of the unpaid principal
balance of this Note on the last Business Day of a calendar month if Borrower
has given Lender at least 30 days prior notice of its intention to make such
prepayment. Such prepayment shall be made by paying (A) the amount of principal
being prepaid, (B) all accrued interest, (C) all other sums due Lender at the
time of such prepayment, and (D) the prepayment premium calculated pursuant to
Schedule A. For all purposes including the accrual of interest, any prepayment
received by Lender on any day other than the last calendar day of the month
shall be deemed to have been received on the last calendar day of such month.
For purposes of this Note, a "BUSINESS DAY" means any day other than a Saturday,
Sunday or any other day on which Lender is not open for business. Borrower
shall not have the option to voluntarily prepay less than all of the unpaid
principal balance.

(2) Upon Lender's exercise of any right of acceleration under this
Note, Borrower shall pay to Lender, in addition to the entire unpaid principal
balance of this Note outstanding at the time of the acceleration, (A) all
accrued interest and all other sums due Lender, and (B) the prepayment premium
calculated pursuant to Schedule A.

(3) Any application by Lender of any collateral or other security to
the repayment of any portion of the unpaid principal balance of this Note prior
to the Maturity Date and in the absence of acceleration shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium. The amount of any such partial prepayment shall be computed
so as to provide to Lender a prepayment premium computed pursuant to Schedule A
without Borrower having to pay out-of-pocket any additional amounts.

(b) Notwithstanding the provisions of Paragraph 10(a), no prepayment
premium shall be payable with respect to (A) any prepayment made no more than
ninety (90) days before the Maturity Date, or (B) any prepayment occurring as a
result of the application of any insurance proceeds or condemnation award under
the Security Instrument.

(d) Any permitted or required prepayment of less than the unpaid principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless Lender
agrees otherwise in writing.

(e) Borrower recognizes that any prepayment of the unpaid principal
balance of this Note, whether voluntary or involuntary or resulting from a
default by Borrower, will result in Lender's incurring loss, including
reinvestment loss, additional expense and frustration or impairment of Lender's
ability to meet its commitments to third parties. Borrower agrees to pay to
Lender upon demand damages for the detriment caused by any prepayment, and
agrees that it is extremely difficult and impractical to ascertain the extent of
such damages. Borrower therefore acknowledges and agrees that the formula for
calculating prepayment premiums set forth on Schedule A represents a reasonable
estimate of the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions
of this Note are a material part of the consideration for the Loan, and
acknowledges that the terms of this Note are in other respects more favorable to
Borrower as a result of the Borrower's voluntary agreement to the prepayment
premium provisions.

11. COSTS AND EXPENSES. Borrower shall pay all expenses and costs,
including fees and out-of-pocket expenses of attorneys and expert witnesses and
costs of investigation, incurred by Lender as a result of any default under this
Note or in connection with efforts to collect any amount due under this Note, or
to enforce the provisions of any of the other Loan Documents, including those
incurred in post-judgment collection efforts and in any bankruptcy proceeding
(including any action for relief from the automatic stay of any bankruptcy
proceeding) or judicial or non-judicial foreclosure proceeding.

12. FORBEARANCE. Any forbearance by Lender in exercising any right or
remedy under this Note, the Security Instrument, or any other Loan Document or
otherwise afforded by applicable law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy. The acceptance by Lender of any
payment after the due date of such payment, or in an amount which is less than
the required payment, shall not be a waiver of Lender's right to require prompt
payment when due of all other payments or to exercise any right or remedy with
respect to any failure to make prompt payment. Enforcement by Lender of any
security for Borrower's obligations under this Note shall not constitute an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13. WAIVERS. Presentment, demand, notice of dishonor, protest, notice of
acceleration, notice of intent to demand or accelerate payment or maturity,
presentment for payment, notice of nonpayment, grace, and diligence in
collecting the Indebtedness are waived by Borrower and all endorsers and
guarantors of this Note and all other third party obligors.

14. LOAN CHARGES. If any applicable law limiting the amount of interest
or other charges permitted to be collected from Borrower in connection with the
Loan is interpreted so that any interest or other charge provided for in any
Loan Document, whether considered separately or together with other charges
provided for in any other Loan Document, violates that law, and Borrower is
entitled to the benefit of that law, that interest or charge is hereby reduced
to the extent necessary to eliminate that violation. The amounts, if any,
previously paid to Lender in excess of the permitted amounts shall be applied by
Lender to reduce the unpaid principal balance of this Note. For the purpose of
determining whether any applicable law limiting the amount of interest or other
charges permitted to be collected from Borrower has been violated, all
Indebtedness that constitutes interest, as well as all other charges made in
connection with the Indebtedness that constitute interest, shall be deemed to be
allocated and spread ratably over the stated term of the Note. Unless otherwise
required by applicable law, such allocation and spreading shall be effected in
such a manner that the rate of interest so computed is uniform throughout the
stated term of the Note.

15. COMMERCIAL PURPOSE. Borrower represents that the Indebtedness is
being incurred by Borrower solely for the purpose of carrying on a business or
commercial enterprise, and not for personal, family or household purposes.

16. COUNTING OF DAYS. Except where otherwise specifically provided, any
reference in this Note to a period of "days" means calendar days, not Business
Days.

17. GOVERNING LAW. This Note shall be governed by the law of the
jurisdiction in which the Land is located.

18. CAPTIONS. The captions of the paragraphs of this Note are for
convenience only and shall be disregarded in construing this Note.

19. NOTICES. All notices, demands and other communications required or
permitted to be given by Lender to Borrower pursuant to this Note shall be given
in accordance with Section 31 of the Security Instrument.

20. CONSENT TO JURISDICTION AND VENUE. Borrower agrees that any
controversy arising under or in relation to this Note shall be litigated
exclusively in the jurisdiction in which the Land is located (the "PROPERTY
JURISDICTION"). The state and federal courts and authorities with jurisdiction
in the Property Jurisdiction shall have exclusive jurisdiction over all
controversies which shall arise under or in relation to this Note. Borrower
irrevocably consents to service, jurisdiction, and venue of such courts for any
such litigation and waives any other venue to which it might be entitled by
virtue of domicile, habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER EACH (A) AGREES NOT TO
ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF
RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

ATTACHED SCHEDULES. THE FOLLOWING SCHEDULES ARE ATTACHED TO THIS NOTE:

|X | SCHEDULE A PREPAYMENT PREMIUM (REQUIRED)

|X | SCHEDULE B MODIFICATIONS TO MULTIFAMILY NOTE

IN WITNESS WHEREOF, Borrower has signed and delivered this Note or has
caused this Note to be signed and delivered by its duly authorized
representative.

BORROWER:

FOX STRATEGIC HOUSING INCOME PARTNERS
A California limited partnership

By: Fox Partners VIII, a California general partnership, General Partner

By: Fox Capital Management Corporation, a
California corporation, Managing Partner

By:
Robert D. Long, Jr., Vice President

94-3016373
Borrower's Social Security/Employer ID No.

SCHEDULE A

PREPAYMENT PREMIUM

Any prepayment premium payable under Paragraph 10 of this Note shall be computed
as follows:

(a) If the prepayment is made between the date of this Note and the date
that is 114 months after the first day of the first calendar month following the
date of this Note (the "YIELD MAINTENANCE PERIOD"), the prepayment premium shall
be the greater of:

(i) 1.0% of the unpaid principal balance of this Note; or

(ii) the product obtained by multiplying:

(A) the amount of principal being prepaid,

(B) the excess (if any) of the Monthly Note Rate over the Assumed
Reinvestment Rate,

For purposes of subparagraph (ii), the following definitions shall apply:

MONTHLY NOTE RATE: one-twelfth (1/12) of the annual interest rate of the Note,
expressed as a decimal calculated to five digits.

PREPAYMENT DATE: in the case of a voluntary prepayment, the date on which the
prepayment is made; in any other case, the date on which Lender accelerates the
unpaid principal balance of the Note.

ASSUMED REINVESTMENT RATE: one-twelfth (1/12) of the yield rate as of the date
5 Business Days before the Prepayment Date, on the 5.625% U.S. Treasury Security
due May 1, 2008, as reported in The Wall Street Journal, expressed as a decimal
calculated to five digits. In the event that no yield is published on the
applicable date for the Treasury Security used to determine the Assumed
Reinvestment Rate, Lender, in its discretion, shall select the non-callable
Treasury Security maturing in the same year as the Treasury Security specified
above with the lowest yield published in The Wall Street Journal as of the
applicable date. If the publication of such yield rates in The Wall Street
Journal is discontinued for any reason, Lender shall select a security with a
comparable rate and term to the Treasury Security used to determine the Assumed
Reinvestment Rate. The selection of an alternate security pursuant to this
Paragraph shall be made in Lender's discretion.

PRESENT VALUE FACTOR: the factor that discounts to present value the costs
resulting to Lender from the difference in interest rates during the months
remaining in the Yield Maintenance Period, using the Assumed Reinvestment Rate
as the discount rate, with monthly compounding, expressed numerically as
follows:

[1(1/(1+ARR))n]/ARR

N = number of months remaining in Yield Maintenance Period

ARR = Assumed Reinvestment Rate

(b) If the prepayment is made after the expiration of the Yield
Maintenance Period but more than ninety (90) days before the Maturity Date, the
prepayment premium shall be 1.0% of the unpaid principal balance of this Note.

SCHEDULE B

MODIFICATIONS TO MULTIFAMILY NOTE

The foregoing Multifamily Note is hereby modified in the following respects:

A. The final sentence of Paragraph 9(a) is amended to read as follows:

This limitation on Borrower's liability shall not limit or impair Lender's
enforcement of its rights against any guarantor of the Indebtedness or any
guarantor of any obligations of Borrower in accordance with the applicable
guaranty.

B. Clause (3) of Paragraph 9(c) is modified to read as follows:

(3) failure of Borrower to comply with Section 14(e) of the Security Instrument
relating to the delivery of books and records, statements, schedules and
reports.

C. In clause (3) of Paragraph 9(e), "fraud or written material
misrepresentation" is changed to "fraud or intentional, written material
misrepresentation."

D. Paragraph 9(f) is modified to read as follows:

(f) In addition to any personal liability for the Indebtedness, Borrower
shall be personally liable to Lender for (1) the performance of all of
Borrower's obligations under Section 18 of the Security Instrument (relating to
environmental matters) and (2) any costs and expenses incurred by Lender in
connection with the collection of any amount for which Borrower is personally
liable under this Paragraph 9, including reasonable fees and out of pocket
expenses of attorneys and expert witnesses and the costs of conducting any
independent audit of Borrower's books and records to determine the amount for
which Borrower has personal liability. The personal liability of Borrower with
respect to its obligations under Section 18 of the Security Instrument and the
liability of Fox Strategic Housing Income Partners, a California limited
partnership, under the Exceptions to Non-Recourse Guaranty with respect to such
obligations shall not exceed $1,000,000 in the aggregate.

E. Section 10(b) is modified to read as follows:

(b) Notwithstanding the provisions of Paragraph 10(a), no prepayment
premium shall be payable with respect to (A) any prepayment made no more than 90
days before the Maturity Date, (B) any prepayment occurring as a result of the
application of any insurance proceeds or condemnation award under the Security
Instrument or (C) any amounts disbursed by Lender under Section 12 of the
Security Instrument.

F. The phrase "default under this Note" in Paragraph 11 is changed to "Event
of Default as defined in Section 22 of the Security Instrument."

No other modifications are made to the Note.

BORROWER'S INITIALS