FOX STRATEGIC HOUSING INCOME PARTNERS
10QSB, 2000-08-11
REAL ESTATE
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     FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

                    For the quarterly period ended June 30, 2000


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


                For the transition period from _________to _________

                         Commission file number 0-16877

              FOX STRATEGIC HOUSING INCOME PARTNERS (Exact name of
               small business issuer as specified in its charter)

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

                          55 Beattie Place, PO Box 1089

                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000

                           (Issuer's telephone number)

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)
                      FOX STRATEGIC HOUSING INCOME PARTNERS

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)


                                  June 30, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                          <C>
   Cash and cash equivalents                                                 $  403
   Receivables and deposits                                                     125
   Restricted escrows                                                            95
   Other assets                                                                 249
   Investment properties:
       Land                                                  $  3,120
       Buildings and related personal property                 18,856
                                                               21,976
       Less accumulated depreciation                           (8,057)       13,919
                                                                           $ 14,791

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                          $   48
   Due to general partner                                                       204
   Tenant security deposit liabilities                                           46
   Accrued property taxes                                                       239
   Other liabilities                                                            152
   Mortgage notes payable                                                    10,285

Partners' (Deficit) Capital

   General partner                                            $  (314)
   Limited partners (26,111 units issued and
      outstanding)                                              4,131         3,817
                                                                           $ 14,791
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

b)

                      FOX STRATEGIC HOUSING INCOME PARTNERS

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)
<TABLE>
<CAPTION>

                                         Three Months Ended        Six Months Ended

                                              June 30,                 June 30,
                                          2000         1999        2000        1999
Revenues:
<S>                                      <C>           <C>        <C>         <C>
  Rental income                          $  755        $ 707      $ 1,499     $ 1,395
  Other income                               40           56           68         106
    Total revenues                          795          763        1,567       1,501

Expenses:
  Operating                                 269          248          495         476
  General and administrative                138           67          191         125
  Depreciation                              177          159          350         322
  Interest                                  179          171          358         354
  Property taxes                             76           67          146         117
    Total expenses                          839          712        1,540       1,394

Net (loss) income                        $  (44)        $ 51         $ 27       $ 107

Net (loss) income allocated to
  general partner                         $  (9)        $ 10         $  5        $ 21

Net (loss) income allocated to
  limited partners                          (35)          41           22          86

                                         $  (44)        $ 51         $ 27       $ 107

Net (loss) income per limited
  partnership unit                      $ (1.34)      $ 1.57       $ 0.84      $ 3.29

 Distributions per limited
  partnership unit                      $ 28.57       $ 0.11      $ 28.57      $ 0.11
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

c)

                      FOX STRATEGIC HOUSING INCOME PARTNERS

          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                     Limited
                                    Partnership    General     Limited
                                       Units       Partner     Partners      Total

<S>                                   <C>           <C>        <C>          <C>
Original capital contributions        26,111        $  --      $26,111      $26,111

Partners' (deficit) capital at
   December 31, 1999                  26,111       $ (304)     $ 4,855      $ 4,551

Distribution to limited partners          --          (15)        (746)        (761)

Net income for the six months
   ended June 30, 2000                    --            5           22           27

Partners' (deficit) capital
   at June 30, 2000                   26,111      $  (314)     $ 4,131      $ 3,817
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)
                      FOX STRATEGIC HOUSING INCOME PARTNERS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,

                                                                  2000         1999
Cash flows from operating activities:

<S>                                                               <C>          <C>
  Net income                                                      $  27        $ 107
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                     350          322
   Amortization of loan costs                                        15            6
   Change in accounts:
      Receivables and deposits                                      (15)          19
      Other assets                                                   (8)          20
      Accounts payable                                              (27)           3
      Tenant security deposit liabilities                             3            2
      Accrued property taxes                                         64          (50)
      Due to general partner                                        (13)          --
      Other liabilities                                              20           --

          Net cash provided by operating activities                 470          429

Cash flows from investing activities:

  Property improvements and replacements                           (231)         (84)
  Net withdrawals from restricted escrows                            --           20

          Net cash used in investing activities                    (231)         (64)

Cash flows from financing activities:
  Payments on mortgage notes payable                                (62)         (57)
  Distribution to partners                                         (761)          (3)

          Net cash used in financing activities                    (823)         (60)

Net (decrease) increase in cash and cash equivalents               (584)         305

Cash and cash equivalents at beginning of period                    987        2,127

Cash and cash equivalents at end of period                       $  403      $ 2,432

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  343        $ 347

At  December  31,  1999,  approximately  $69,000 of  property  improvements  and
replacements were included in accounts payable.
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

e)

                      FOX STRATEGIC HOUSING INCOME PARTNERS

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial statements of Fox Strategic
Housing Income Partners (the  "Partnership" or "Registrant")  have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Fox  Capital  Management  Corporation
("FCMC" or the  "Managing  General  Partner"),  a  California  corporation,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating results for the three and six
month periods ended June 30, 2000 are not necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2000.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Partnership's  Annual  Report on Form  10-KSB for the
fiscal year ended December 31, 1999.

Principles of Consolidation:  The consolidated  financial statements include the
statements  of the  Partnership  and Westlake East  Associates,  L.P., a limited
partnership in which the partnership owns a 99% interest. The general partner of
Westlake East Associates, L.P., may be removed by the Registrant; therefore, the
consolidated  partnership is controlled and consolidated by the Registrant.  All
significant inter-partnership transactions and balances have been eliminated.

Note B - Transfer of Control

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

Note C - 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 certain 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/or its affiliates  were incurred  during the six
months ended June 30, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $ 79      $ 74
 Reimbursement for services of affiliates (included in
   investment properties and general and administrative
   expenses)                                                        32        24
 Partnership management fee (included in general and
   administrative expense)                                          63        --

<PAGE>

During the six months ended June 30, 2000 and 1999,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The  Partnership  paid to such affiliates  approximately  $79,000 and
$74,000 for the six months ended June 30, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting  to  approximately  $32,000 and
$24,000 for the six month periods ended June 30, 2000 and 1999, respectively.

In addition,  the general partner earned $63,000 in Partnership  management fees
on distributions  from operations  during the six months ended June 30, 2000, of
which approximately  $24,000 are paid and approximately $39,000 are subordinated
to the limited partner's annual receipt of 8% of adjusted investment capital, as
defined in the  Partnership  Agreement.  An additional  $165,000 of  Partnership
management fees from previous years is also subordinated.

AIMCO and its affiliates  currently own 9,122 limited  partnership  units in the
Partnership representing approximately 34.94% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

Note D - Distributions

The  Partnership  distributed  cash from  operations of  approximately  $761,000
(approximately $746,000 to the limited partners,  $28.57 per limited partnership
unit). In April 1999, the Partnership paid approximately  $3,000 for withholding
taxes on behalf of the limited partners.

Note E - Segment Information

Description  of the types of products  and  services  from which the  reportable
segment  derives its  revenues:  The  Partnership  has one  reportable  segment:
residential properties.  The Partnership's residential property segment consists
of  two  apartment  complexes,  one  each  located  in  Ohio  and  Georgia.  The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the reportable  segment are the same as those of the Partnership as described in
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999.

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.

<PAGE>

Segment  information for the three and six month periods ended June 30, 2000 and
1999,  is shown in the  following  tables  below.  The "Other"  column  includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

   Three Months Ended June 30, 2000     Residential     Other        Totals
                                                   (in thousands)

Rental income                              $  755         $ --        $ 755
Other income                                   37            3           40
Interest expense                              179           --          179
Depreciation                                  177           --          177
General and administrative expense             --          138          138
Segment profit (loss)                          91         (135)         (44)


    Six Months Ended June 30, 2000      Residential     Other       Totals
                                                   (in thousands)

Rental income                             $ 1,499         $ --     $ 1,499
Other income                                   63            5          68
Interest expense                              358           --         358
Depreciation                                  350           --         350
General and administrative expense             --          191         191
Segment profit (loss)                         213         (186)         27
Total assets                               14,565          226      14,791
Capital expenditures for investment
  properties                                  162           --         162


    Three Months Ended June 30, 1999     Residential     Other        Totals
                                                            (in thousands)

Rental income                              $  707        $  --       $ 707
Other income                                   54            2          56
Interest expense                              171           --         171
Depreciation                                  159           --         159
General and administrative expense             --           67          67
Segment profit (loss)                         116          (65)         51

<PAGE>

    Six Months Ended June 30, 1999      Residential     Other        Totals
                                                            (in thousands)

Rental income                             $ 1,395       $   --     $ 1,395
Other income                                  103            3         106
Interest expense                              354           --         354
Depreciation                                  322           --         322
General and administrative expense             --          125         125
Segment profit (loss)                         229         (122)        107
Total assets                               17,078          179      17,257
Capital expenditures for investment
  properties                                   84           --          84

Note F - 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,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  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 of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited  partnership  units;  the  management  of  partnerships  by the Insignia
affiliates;  and the Insignia  Merger.  The plaintiffs seek 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 February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

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.

<PAGE>

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

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

The Partnership's  investment properties consist of two apartment complexes. The
following  table sets forth the average  occupancy of the properties for the six
months ended June 30, 2000 and 1999:

                                                  Average Occupancy

      Property                                     2000       1999

      Barrington Place Apartments                   90%        83%
         Westlake, Ohio
      Wood View Apartments                          97%        95%
         Atlanta, Georgia

The Managing General Partner  attributes the increase in occupancy at Barrington
Place  to the  implementation  of a more  aggressive  marketing  campaign  and a
reduction in average rental rates to be more  competitive  with other  complexes
within the market.

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2000 was
approximately  $27,000 as compared to net income of  approximately  $107,000 for
the six months ended June 30, 1999. The Partnership  realized a net loss for the
three  months  ended June 30, 1999 of  approximately  $44,000 as compared to net
income of  approximately  $51,000  for the  corresponding  period  of 1999.  The
decrease  in net  income for the three and six  months  ended  June 30,  2000 is
attributable to an increase in total expenses which more than offset an increase
in total revenues.  The increase in total expenses for both periods is primarily
attributable  to an increase  in  operating,  property  tax,  depreciation,  and
general and administrative expenses.  Operating expenses increased primarily due
to increased  payroll costs at both the  Partnership's  properties and increased
property  management fees. The increase in property tax expense is due primarily
to an increased  assessed  value at Barrington  Place  Apartments.  Depreciation
expense  increased  primarily due to capital  improvements  completed during the
last twelve months which are now being depreciated.  The increase in general and
administrative   expenses  is  primarily  due  to  an  increase  in  Partnership
management fees on distributions  from operations.  The Managing General Partner
earned  approximately  $63,000 in Partnership  Management fees on  distributions
from operations during the six months ended June 30, 2000. There were no similar
fees  earned  during  the  corresponding  period in 1999  because  there were no
distributions from operations in that period. In addition, there was an increase
in professional expenses necessary to operate the Partnership,  partially offset
by a decrease in legal expenses  primarily due to the settlement of a lawsuit in
1999 as discussed in the Partnership's  Form 10-QSB at March 31, 1999.  Included
in general and  administrative  expenses  for the six months ended June 30, 2000
and 1999 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.

Total  revenues  increased  for the three and six  months  ended  June 30,  2000
primarily due to an increase in rental income, partially offset by a decrease in
other  income.  The  increase  in rental  income  for both  periods is due to an
increase in occupancy  at  Barrington  Place  Apartments,  as  discussed  above,
partially  offset by a  decrease  in rental  rates,  as well as an  increase  in
occupancy and rental rates at Wood View Apartments. The decrease in other income
for both periods is primarily due to a decrease in interest  income due to lower
average cash balances held in interest  bearing accounts and a decrease in lease
cancellation fees and cleaning and damage fees,  partially offset by an increase
in local telephone income.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of both  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses. As part of this plan, the 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 June 30, 2000, the Partnership had cash and cash equivalents of approximately
$403,000 as compared  to  approximately  $2,432,000  at June 30,  1999.  The net
decrease in cash and cash equivalents from the Partnership's year ended December
31,  1999  is  approximately  $584,000.  The  decrease  is due to  approximately
$823,000 of cash used in financing activities and approximately $231,000 of cash
used in investing activities partially offset by approximately  $470,000 of cash
provided by operating activities. Cash used in financing activities consisted of
distributions  to partners  and  payments  of  principal  made on the  mortgages
encumbering  the  Partnership's  properties.  Cash used in investing  activities
consisted of property improvements and replacements. 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. Capital improvements planned
for each of the Partnership's properties are detailed below.

Barrington Place

During  the  six  months  ended  June  30,  2000,   the   Partnership   expended
approximately  $56,000 for capital  improvements  at Barrington  Place
primarily  consisting of swimming pool upgrades,  carpet and vinyl replacements,
heating upgrades and water heater  replacements.  These improvements were funded
from operating cash flow. Capital improvements budgeted for 2000 are expected to
cost  approximately  $125,000,  which  include,  but are not limited to,  carpet
replacement, exterior painting, heating upgrades, swimming pool improvements and
appliance replacements.

Wood View

During  the  six  months  ended  June  30,  2000,   the   Partnership   expended
approximately  $106,000 for capital improvements at Wood View primarily
consisting of plumbing enhancements, a submetering project, a water conservation
project,  and carpet and vinyl replacement.  These improvements were funded from
operating cash flow. Capital improvements budgeted for 2000 are expected to cost
approximately   $145,000  which  include,  but  are  not  limited  to,  plumbing
enhancements,  carpet and vinyl replacement,  wall covering replacement, and air
conditioning unit replacement.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
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.  At June 30, 2000,
mortgage indebtedness was approximately  $10,285,000.  The loan on the Wood View
Apartments in the amount of approximately $5,485,000 bears interest at a rate of
6.64% per annum.  The mortgage  encumbering  Barrington  Place Apartments in the
amount of $4,800,000  bears  interest at a rate of 6.65%.  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  distributed  cash from  operations of  approximately  $761,000
(approximately $746,000 to the limited partners,  $28.57 per limited partnership
unit). In April 1999, the Partnership paid approximately  $3,000 for withholding
taxes on behalf of the limited partners.  Future cash  distributions will depend
on the levels of net cash generated from  operations,  the  availability of cash
reserves, and the timing of debt maturities, refinancings and/or property sales.
The Partnership's  distribution policy is reviewed on a semi-annual basis. There
can be no assurance,  however,  that the  Partnership  will generate  sufficient
funds from operations after required capital  expenditures to permit  additional
distributions  to its  partners  during  the  remainder  of 2000  or  subsequent
periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     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,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  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 of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited  partnership  units;  the  management  of  partnerships  by the Insignia
affiliates;  and the Insignia  Merger.  The plaintiffs seek 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 February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

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

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2000.

<PAGE>

                                   SIGNATURES

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

                                    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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President and
                                          Controller

                                    Date:



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