UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2010~~2011

[ ] 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 0-14578

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Massachusetts	04-2825863
(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)

(864) 239-1000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X_

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

BALANCE SHEETS

(in thousands~~, except unit data~~)

	September 30,	December 31,
	March 31,	December 31,
	2010	2009
	2011	2010
	(Unaudited)	(Note)
Assets
Cash and cash equivalents	$ 56112	$ ~~169~~79
Receivables and deposits	~~117~~127	~~108~~122
Other assets	~~129~~188	~~107~~120
Investment property:
Land	621	621
Buildings and related personal property	12,~~719~~757	12,~~544~~733
	13,340	13,165
	13,378	13,354
Less accumulated depreciation	(10,~~330~~722)	(910,~~755~~526)
	3,010	3,410
	2,656	2,828
	$ 3,312	$ 3,794
	$ 3,083	$ 3,149
Liabilities and Partners' Deficit
Liabilities
Accounts payable	$ 6354	$ ~~238~~45
Tenant security deposit liabilities	~~112~~126	~~105~~113
Accrued property taxes	~~170~~286	~~305~~226
Other liabilities	~~197~~174	~~140~~135
Due to affiliates (Note B)	2,~~487~~507	2,~~106~~518
Mortgage note payable	3,~~801~~675	3,~~981~~739
	6,830	6,875
	6,822	6,776
Partners' Deficit
General partner	(~~205~~209)	(~~196~~207)
Limited partners (15,693 units issued and
Limited partners	(3,530)	(3,420)
outstanding)	(3,313)	(2,885)
	(3,739)	(3,627)
	(3,518)	(3,081)
	$ 3,083	$ 3,149
	$ 3,312	$ 3,794

Note: The balance sheet at December 31, ~~2009~~2010 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

See Accompanying Notes to Financial Statements

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

	Three Months Ended		~~Nine Months Ended~~
	September 30,		September 30,
	March 31,
	2010	2009	2010	2009
	2011	2010
Revenues:
Rental income	$ ~~482~~544	$ ~~394~~471	~~$ 1,403~~	~~$ 1,009~~
Other income	9148	7490	~~224~~	~~144~~
Total revenues	~~573~~592	~~468~~561	~~1,627~~	~~1,153~~
Expenses:
Operating	~~350~~288	~~427~~301	~~939~~	~~849~~
General and administrative	3435	3238	~~104~~	86
Depreciation	~~194~~196	~~187~~194	~~582~~	~~535~~
Property taxes	~~(58)~~45	4769	81	~~199~~
Interest	~~137~~140	~~124~~134	~~405~~	~~364~~
Total expenses	~~657~~704	~~817~~736	~~2,111~~	~~2,033~~
Casualty gain (Note D)	--	~~385~~47	47	~~385~~
Net (loss) income	$ (84)	$ 36	$ (437)	$ (495)
Net loss	$ (112)	$ (128)
Net (loss) income allocated
Net loss allocated to general partner (2%)	$ (2)	$ (3)
to general partner (2%)	$ (2)	$ 1	$ (9)	$ (10)
Net loss allocated to limited partners (98%)	(110)	(125)
Net (loss) income allocated
	$ (112)	$ (128)
to limited partners (98%)	(82)	35	(428)	(485)
Net loss per limited partnership unit	$ (7.01)	$ (7.97)
	$ (84)	$ 36	$ (437)	$ (495)
Net (loss) income per limited
partnership unit	$ (5.22)	$ 2.23	$(27.27)	$(30.91)

See Accompanying Notes to Financial Statements

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)

	Limited
	Partnership	General	Limited
	Units	Partner	Partners	Total
Original capital contributions	15,698	$ --	$15,698	$15,698
Partners' deficit at
December 31, 2009	15,693	$ (196)	$(2,885)	$(3,081)
December 31, 2010	15,693	$ (207)	$(3,420)	$(3,627)
Net loss for the nine months
Net loss for the three months
ended September 30, 2010	--	(9)	(428)	(437)
ended March 31, 2011	--	(2)	(110)	(112)
Partners' deficit at
September 30, 2010	15,693	$ (205)	$(3,313)	$(3,518)
March 31, 2011	15,693	$ (209)	$(3,530)	$(3,739)

See Accompanying Notes to Financial Statements

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2010	2009
	2011	2010
Cash flows from operating activities:
Net loss	$ (~~437~~112)	$ (~~495~~128)
Adjustments to reconcile net loss to net cash provided by
Adjustments to reconcile net loss to net cash
operating activities:
provided by operating activities:
Depreciation	~~582~~196	~~535~~194
Amortization of loan costs	31	31
Casualty gain	~~(47)~~--	(~~385~~47)
Change in accounts:
Receivables and deposits	(95)	(6711)
Other assets	(2569)	(2472)
Accounts payable	~~(5)~~6	~~106~~89
Tenant security deposit liabilities	713	2911
Accrued property taxes	~~(135)~~60	~~199~~69
Other liabilities	5739	601
Due to affiliates	~~191~~15	~~147~~68
Net cash provided by operating activities	~~182~~144	~~108~~175
Cash flows from investing activities:
Property improvements and replacements	(~~353~~21)	(~~345~~188)
Insurance proceeds received	48--	--48
Net cash used in investing activities	(~~305~~21)	(~~345~~140)
Cash flows from financing activities:
Payments on mortgage note payable	(~~180~~64)	(~~166~~59)
Advances from affiliate	190	285
Payments on advances from affiliate	(26)	--
Net cash provided by financing activities	10	119
Advances from affiliate	--	73
Net decrease in cash and cash equivalents	(113)	(118)
Net cash (used in) provided by financing activities	(90)	14
Cash and cash equivalents at beginning of period	169	208
Net increase in cash and cash equivalents	33	49
Cash and cash equivalents at end of period	$ 56	$ 90
Cash and cash equivalents at beginning of period	79	169
Cash and cash equivalents at end of period	$ 112	$ 218
Supplemental disclosure of cash flow information:
Cash paid for interest	$ ~~237~~79	$ ~~255~~80
Supplemental disclosure of non-cash activity:
Property improvements and replacements in accounts
Property improvements and replacements included in
payable	$ 8	$ 195
accounts payable	$ 3	$ 16
Insurance proceeds held on deposit with mortgage lender	$ --	$ 469

Included in property improvements and replacements for the ~~nine~~three months ended ~~September 30,~~March 31, 2010 are approximately $178,000 of property improvements and replacements ~~which~~ which were included in accounts payable at December 31, 2009.

See Accompanying Notes to Financial Statements

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

The accompanying unaudited financial statements of HCW Pension Real Estate Fund Limited Partnership (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-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The General Partner of the Partnership is HCW General Partner Ltd., whose sole general partner is IH, Inc. (the "Managing General Partner"). In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three ~~and~~months ~~nine month periods~~ ended ~~September~~March 3031, ~~2010~~ 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2010~~2011. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2009~~2010. The General Partner and Managing General Partner are both affiliates of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

Certain reclassifications have been made to the 2009 balances to conform to the 2010 presentation.

Note B – Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's sole property as compensation for providing property management services. The Partnership paid to such affiliates approximately $8131,000 and $5527,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively, ~~which~~ which is included in operating expenses. At December 31, ~~2009~~2010, the Partnership ~~owed~~ owed approximately $31,000 of property management fees which is included in due to to affiliates. No such fees were owed at ~~September~~March 3031, ~~2010~~2011.

An affiliate of the Managing General Partner charged the Partnership asset management fees amounting to approximately $2512,000 and $139,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively, which are included in general and administrative expenses. The asset management fees are calculated based on a percentage of the tangible asset value of the Partnership as defined in the Partnership Agreement. The percentage as stipulated in the Partnership Agreement is 0.50% for both ~~2010~~2011 and ~~2009~~2010. At ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, the Partnership owed approximately $92,000 and $822,000, respectively, of asset management fees which are included in due to affiliates.

Affiliates of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $279,000 for ~~each~~both of the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, which ~~are~~is included in general and administrative expenses. At ~~September~~December 3031, 2010 ~~and December 31~~, ~~2009,~~ the Partnership owed approximately $9623,000 ~~and $69,000, respectively,~~ of accountable administrative expenses which are included in due to affiliates. There were no such fees owed to the Managing General Partner at March 31, 2011.

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner advanced the Partnership approximately $~~190~~73,000 ~~and $285,000~~ during the ~~nine~~three months ended ~~September~~ 30March 31, 2010 ~~and 2009, respectively,~~ to assist with capital expenditures and operating expenses at Lewis Park Apartments. At ~~September~~There were no advances received during the three months ended March 31, 2011. During the three months ended March 31, 2011, the Partnership repaid advances and associated accrued interest of approximately $30,000 with cash from operations. No such payments were made during the three months ended March 31, 2010. At March 31, 2011 and December 31, ~~2009~~2010, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $2,~~382~~505,000 and $2,~~026~~472,000, respectively. The interest rates ~~charged~~ on the outstanding advances made to the Partnership are based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Managing General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances at ~~September 30~~March 31, ~~2010~~ 2011 ranged from 9.44% to 18.56%. Interest expense was approximately $~~166~~63,000 and $~~107~~53,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively. ~~Subsequent to September 30, 2010, the Partnership received an advance of approximately $26,000 to fund Partnership expenses and operating expenses at Lewis Park Apartments.~~ The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission.

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, the Partnership was charged by AIMCO and its affiliates approximately $5544,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2011 ~~2010~~ as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $3772,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, ~~2009~~ 2010.

Note C – Fair Value of Financial Instruments

~~FASB~~Financial ~~ASC~~Accounting Standards Board Accounting Standards Codification Topic 825, “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 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 the mortgage note payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage note payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, fully amortizing mortgage notes payable. At ~~September~~ ~~30,~~March ~~2010~~31, 2011, the fair value of the Partnership's mortgage note payable at the Partnership's incremental borrowing rate was approximately $4,~~414~~129,000.

Note D – Casualty Event

In May 2009, Lewis Park Apartments suffered storm damage to several of its apartment buildings. The damages were approximately $527,000, including clean up costs of approximately $6449,000. The clean up costs were included in operating expenses for the ~~three~~year ~~and nine months~~ ended ~~September~~December 3031, 2009. Insurance proceeds of approximately $469,000 were received during the ~~three~~year ~~and nine months~~ ended ~~September~~December 3031, 2009, which included approximately $6449,000 in proceeds for clean up costs, and were held by the mortgage lender until the repairs and clean up were completed. The Partnership recognized a casualty gain of approximately $398,000 during the year ended December 31, 2009, ~~of which approximately $385,000 was recognized during the three and nine months ended September 30, 2009~~ as a result of the receipt of insurance proceeds of approximately $~~405~~420,000, net of the write off of undepreciated damaged assets of approximately $2022,000. During the ~~nine~~three months ended ~~September~~March 3031, 2010, the Partnership recognized an additional casualty gain of approximately $47,000 as a result of the receipt of additional insurance proceeds of approximately $48,000 net of the write-off of additional undepreciated assets of approximately $1,000. No additional insurance ~~proceeds~~ proceeds are anticipated to be received.

Note E – Contingencies

~~As previously disclosed, AIMCO Properties,~~The ~~L.P.~~Partnership ~~and~~is ~~NHP~~unaware ~~Management Company, both affiliates~~ of ~~the~~any ~~Managing~~pending ~~General Partner,~~or ~~were~~outstanding ~~defendants~~litigation ~~in a lawsuit, filed as a collective action in August~~matters ~~2003~~involving init ~~the~~or ~~United~~its ~~States~~investment ~~District~~property ~~Court for the District of Columbia, alleging~~ that ~~they~~are ~~willfully~~not ~~violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess~~ of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a ~~framework~~routine ~~for~~nature ~~resolving the 88 remaining “on-call” claims and the~~arising ~~attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted~~ in the 22ordinary ~~Federal~~course ~~courts have been dismissed. During the fourth quarter~~ of ~~2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked~~business. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated. The parties arbitrated four “on-call” claims and obtained defense verdicts on all four. Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees, and the mediation is currently scheduled for November 16, 2010. The Managing General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous ~~substances~~ materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often ~~impose~~ impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of ~~the~~such ~~hazardous substances~~materials. The presence of, or the failure to manage or remedy properly, ~~hazardous~~these ~~substances~~ materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the ~~presence~~improper management of ~~hazardous~~these ~~substances~~materials on a property could result in claims by ~~private~~ private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of ~~hazardous~~these ~~substances~~materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of ~~hazardous~~ ~~substances~~these ismaterials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be ~~liable~~responsible for ~~environmental~~ environmental liabilities or costs associated with its property.

Mold

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

Note F – Subsequent Event

Subsequent to September 30, 2010, the Partnership entered into a sale contract with a third party relating to the sale of Lewis Park Apartments, which is projected to close during the first quarter of 2011 for a sales price of $10,100,000. The Partnership determined that certain held for sale criteria were not met at September 30, 2010 and therefore continues to report the assets and liabilities of the investment property as held for investment and its respective operations as continuing operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the ~~effect~~ ~~of redevelopments, the~~ Partnership’s ~~future financial performance, including the Partnership’s~~ ability to maintain current or meet projected occupancy, rental rates and ~~rent~~property ~~levels,~~operating results and the effect of ~~government regulations~~redevelopments. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control , including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions;, including the ~~general~~pace of job growth and the level of ~~interest rates~~unemployment; energy costs; the terms of ~~governmental~~ governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; ~~development risks;~~ litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

The Partnership’s investment property consists of one residential apartment complex. The following table sets forth the average occupancy of the property for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010:

	Average Occupancy
Property	~~2010~~2011	~~2009~~2010
Lewis Park Apartments	8697%	6186%
Carbondale, Illinois

The Managing General Partner attributes the increase in occupancy at Lewis Park Apartments to improvements to the appearance of the property and an improved marketing plan. The Managing General Partner implemented an aggressive marketing plan during 2009 in an effort to attract new tenants, primarily through offering additional amenities to the residents, including free internet, cable, water and trash removal. The Managing General Partner also implemented a resident referral program, increased advertising and held an open house to promote the property improvements to the public and help increase renewals for the ~~fall~~2010/2011 school ~~year~~years.

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment property 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, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively impact the Partnership’s financial results.

Results of Operations

The Partnership’s recognized net ~~loss~~losses ~~was~~of approximately $84112,000 and $~~437~~128,000 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010,~~2011 ~~respectively, compared with net income of approximately $36,000~~ and ~~net~~March ~~loss of approximately $495~~31,~~000~~ ~~for the three and nine months ended September 30~~2010, ~~2009,~~ respectively. The decrease in net ~~income for~~loss ~~the three months ended September 30, 2010~~ is due to ~~the recognition of a casualty gain in 2009, partially offset by~~ an increase in total revenues and a ~~decrease~~ ~~in total expenses. The~~ decrease in ~~net loss for the nine months~~total ~~ended September 30~~expenses, ~~2010 is due to an increase in total revenues,~~ partially offset by a decrease in ~~casualty~~the ~~gain~~recognition ~~and~~of ana ~~increase in total expenses~~casualty gain.

Total revenues increased for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 due to an increase in ~~both~~ rental income, ~~and~~partially ~~other~~offset ~~income.~~by ~~The~~a ~~increase~~decrease in ~~rental~~other income. Rental income ~~for~~increased ~~both periods is~~ due to an increase in both occupancy, ~~partially~~and ~~offset by a decrease in~~ the average rental rate at Lewis Park Apartments. Other income ~~increased~~ ~~for~~decreased ~~both periods~~ due to ~~an increase in cleaning and damage fees and pet related fees. Other income also increased for~~ the ~~nine month period due to the~~ receipt of a non-recurring cable television reimbursement during 2010.

InTotal ~~May~~expenses ~~2009,~~decreased ~~Lewis~~due ~~Park Apartments suffered storm damage~~ to ~~several~~decreases ofin ~~its apartment~~operating ~~buildings.~~and ~~The~~property ~~damages~~tax ~~were approximately $527~~expenses,~~000,~~ partially ~~including~~offset ~~clean~~by ~~up costs~~an ofincrease ~~approximately~~in ~~$64,000~~interest expense. ~~The~~General ~~clean~~and upadministrative and ~~costs~~depreciation ~~were~~expenses ~~included~~remained inrelatively ~~operating expenses~~constant for the ~~three~~comparable periods. ~~and~~Operating ~~nine~~expenses ~~months~~decreased ~~ended~~due ~~September~~to ~~30,~~decreases ~~2009.~~in ~~Insurance proceeds~~advertising ~~of approximately $469~~costs,~~000~~ salaries ~~were~~and ~~received~~related ~~during~~benefits ~~the three~~ and ~~nine months~~utility ~~ended September 30~~costs, ~~2009,~~partially ~~which~~offset ~~included~~by ~~approximately $64,000 in~~increases ~~proceeds~~in ~~for~~hazard ~~clean~~insurance uppremiums ~~costs,~~ and ~~were~~management ~~held~~fee byexpense, ~~the~~due ~~mortgage~~to ~~lender~~an ~~until~~increase ~~the~~in ~~repairs~~revenues ~~and~~upon ~~clean~~which upthe ~~were~~fee ~~completed~~is based. ~~The~~Property ~~Partnership~~tax ~~recognized~~expense adecreased ~~casualty~~due ~~gain of~~to ~~approximately $398,000 during~~ the receipt ~~year ended December 31, 2009,~~ of ~~which approximately~~a ~~$385,000~~refund ~~was recognized~~ during the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2011 ~~ended September 30, 2009~~ as a result of the ~~receipt of insurance proceeds of~~ ~~approximately~~successful ~~$405,000,~~appeal ~~net~~ of the ~~write~~2008 ~~off~~property oftaxes ~~undepreciated~~and ~~damaged~~a ~~assets~~decrease of ~~approximately~~ ~~$20,000.~~the ~~During~~assessed value of the ~~nine~~property ~~months~~for ~~ended~~current ~~September~~year ~~30,~~taxes. ~~2010,~~Interest ~~the~~expense increased ~~Partnership~~primarily ~~recognized~~due to an ~~additional~~increase ~~casualty~~in ~~gain~~interest ofon ~~approximately~~advances ~~$47,000~~received asfrom aAIMCO ~~result~~Properties, ofL.P., ~~the~~an ~~receipt~~affiliate of ~~additional~~the ~~insurance~~Managing ~~proceeds~~General ~~of approximately $48~~Partner,~~000 net~~ ofas ~~the~~a ~~write-off~~result of ~~additional undepreciated assets of approximately $1,000.~~ Noan ~~additional~~increase ~~insurance~~in ~~proceeds~~the ~~are~~average ~~anticipated~~outstanding toadvance ~~be received~~balance.

~~Total~~Included ~~expenses decreased for the three months ended September 30, 2010 due to decreases~~ in ~~operating~~general and ~~property tax expenses, partially offset by increases in depreciation and interest expenses. General and~~ administrative expenses ~~remained~~ ~~relatively constant~~ for the three ~~month period. Total expenses increased for the nine~~ months ended ~~September~~March 3031, ~~2010 due to increases in~~2011 ~~operating, general~~ and ~~administrative,~~2010 ~~depreciation~~are ~~and~~reimbursements interest expenses, partially offset by a decrease in property tax expense. Operating expense decreased for the three month period primarily as a result of decreases in routine repair and maintenance, contract painting and cleaning and contract cable television costs, partially offset by increases in costs associated with WiFi service at the property, an increase in hazard insurance premiums and management fee expense due to ~~an increase in revenues upon which~~ the ~~fee~~Managing isGeneral ~~based.~~Partner ~~Operating~~as ~~expense~~allowed ~~increased~~under ~~for~~ the ~~nine~~Partnership ~~month~~Agreement, ~~period primarily due to~~ an ~~increase~~ inasset ~~water and sewer charges resulting from increased occupancy, the addition of WiFi service at the property and increases in hazard insurance premiums and~~ management fee ~~expense due to an increase in revenues upon~~ which ~~the~~ ~~fee~~ is calculated based. Depreciation expense increased for both periods due to property improvements and replacements being placed into service during the past twelve months. Interest expense increased for both periods primarily due to an increase in interest on ~~advances~~a ~~received~~percentage ~~from AIMCO Properties, L.P., an affiliate~~ of the ~~Managing~~tangible ~~General~~asset ~~Partner,~~value ~~as a result~~ of ~~an increase in~~ the ~~average~~Partnership ~~outstanding~~as ~~advance~~defined ~~balance. Property tax expense decreased for both periods due to a decrease~~ in the ~~assessed~~Partnership ~~value of the property. During the three months ended September 30~~Agreement, ~~2010~~costs ~~the~~associated ~~Partnership~~with ~~successfully appealed~~ the ~~assessed~~quarterly ~~value~~and ofannual ~~Lewis~~communications ~~Park~~with ~~Apartments~~investors ~~resulting~~and inregulatory aagencies ~~decrease of approximately~~and ~~$90,000 in property tax expense for~~ the ~~2009~~annual ~~tax~~audit ~~year~~required ~~paid in~~by ~~2010 and a reduction in~~ the ~~accrual~~Partnership ~~for 2010 taxes to be paid in 2011~~Agreement.

~~General~~In ~~and~~May ~~administrative~~2009, ~~expenses~~Lewis ~~increased~~Park ~~for~~Apartments ~~the~~suffered ~~nine~~storm ~~months~~damage ~~ended~~to ~~September~~several ~~30,~~of its ~~2010~~apartment ~~primarily~~buildings. asThe adamages ~~result~~were ofapproximately an$527,000, ~~increase~~including inclean ~~asset~~up costs ~~management~~of ~~fees~~approximately $49,000. The clean up costs were included in operating ~~asset~~expenses ~~management~~for ~~fee~~the isyear ~~calculated~~ended ~~based~~December on31, a2009. ~~percentage~~Insurance proceeds of approximately ~~the~~$469,000 ~~tangible~~were ~~asset value~~received ofduring the ~~Partnership~~year asended ~~defined~~December 31, 2009, which includes approximately $49,000 in proceeds for clean up costs and were held by the ~~Partnership~~mortgage ~~Agreement~~lender until the repairs and clean up were completed. The Partnership ~~percentage~~recognized a casualty gain of approximately $398,000 during the year ended December 31, 2009, as ~~stipulated~~a inresult of the ~~Partnership~~receipt ~~Agreement~~of ~~was~~insurance ~~0.50%~~proceeds ~~for~~of approximately ~~both~~$420,000, ~~2010~~net ~~and~~of ~~2009. Also~~the ~~included~~write inoff ~~general~~of ~~and~~undepreciated ~~administrative~~damaged ~~expenses~~assets ~~for~~of approximately $22,000. During the three ~~and nine~~ months ended ~~September~~March 3031, 2010, ~~and~~the Partnership ~~2009~~recognized ~~are~~an ~~reimbursements~~additional tocasualty ~~the~~gain ~~Managing General~~of ~~Partner~~approximately $47,000 as ~~allowed~~a result ~~under~~of the ~~Partnership~~receipt ~~Agreement,~~of ~~costs~~additional ~~associated~~insurance proceeds of approximately $48,000 ~~with~~net of the ~~quarterly~~write-off ~~and~~of ~~annual~~additional ~~communications~~undepreciated ~~with~~assets ~~investors~~of ~~and~~approximately ~~regulatory~~$1,000. ~~agencies~~No ~~and~~additional ~~the~~insurance ~~annual~~proceeds ~~audit~~are ~~required~~anticipated byto ~~the~~be ~~Partnership Agreement~~received.

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2010~~2011, the Partnership had cash and cash equivalents of ~~approximately~~ approximately $56112,000 compared to approximately $~~169~~79,000 at December 31, ~~2009~~2010. Cash and cash equivalents ~~decreased~~increased approximately $~~113~~33,000 due to approximately $~~305~~144,000 of cash ~~used~~provided inby ~~investing~~operating activities, partially offset by approximately $~~182~~90,000 and $1021,000 of cash ~~provided~~used byin ~~operating~~financing and ~~financing~~investing activities, respectively. Cash used in ~~investing~~financing activities consisted of ~~property~~principal payments ~~improvements~~made ~~and~~on ~~replacements, partially offset by~~ the ~~receipt~~mortgage ofencumbering ~~insurance proceeds.~~Lewis ~~Cash~~Park ~~provided~~Apartments byand ~~financing~~repayment ~~activities consisted~~ of advances ~~received~~ received from an affiliate of the Managing General Partner,. ~~partially~~Cash ~~offset~~used ~~by principal~~in ~~payments~~investing ~~made~~activities onconsisted ~~the~~of ~~mortgage~~property ~~encumbering~~improvements ~~Lewis~~and ~~Park Apartments~~replacements.

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner advanced the Partnership approximately $~~190~~73,000 ~~and $285,000~~ during the ~~nine~~three months ended ~~September~~March 3031, 2010 ~~and 2009, respectively,~~ to assist with capital expenditures and operating expenses at Lewis Park Apartments. At ~~September~~There were no advances received during the three months ended March 31, 2011. During the three months ended March 31, 2011, the Partnership repaid advances and associated accrued interest of approximately $30,000 with cash from operations. No such payments were made during the three months ended March 31, 2010. At ~~and~~March 31, 2011 and December 31, ~~2009~~2010, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $2,~~382~~505,000 and $2,~~026~~472,000, respectively. The interest rates ~~charged~~ on the outstanding advances made to the Partnership are based on ~~the~~ the prime rate plus a market rate adjustment for similar type loans. Affiliates of of the Managing General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances at ~~September~~March 3031, ~~2010~~2011 ranged from 9.44% to to 18.56%. Interest expense was approximately $~~166~~63,000 and $~~107~~53,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively. ~~Subsequent to September 30, 2010, the Partnership received an advance of approximately $26,000 to fund Partnership expenses and operating expenses at Lewis Park Apartments.~~ The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission.

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 property 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 Managing General Partner monitors developments in the area of legal and regulatory compliance. Capital improvements planned for the Partnership’s property are detailed below.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, the Partnership completed ~~approximately~~ approximately $~~183~~24,000 of capital expenditures at Lewis Park Apartments, consisting primarily of ~~floor~~water ~~covering~~heaters, ~~replacements~~bath accessories and ~~swimming~~floor ~~pool~~covering ~~upgrades~~replacements. ~~These~~ These improvements were funded from operating cash flow ~~and advances from AIMCO Properties, L~~.~~P.,~~ ~~an affiliate of the Managing General Partner.~~ The Partnership ~~regularly~~ regularly evaluates the capital improvement needs of the property. While the ~~Partnership~~ Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of ~~2010~~2011. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

The capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to fund such advances. 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 assets are thought to be generally sufficient for any short-term needs (exclusive of capital improvements and repayment of amounts accrued and payable to affiliates) of the Partnership. The mortgage indebtedness encumbering Lewis Park Apartments of approximately $3,~~801~~675,000 is amortized over 20 years with a maturity date of September 1, 2020, at which time the loan is scheduled to be fully amortized.

The Partnership made no distributions to ~~the~~its partners during the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 or ~~2009~~2010. Future cash distributions will depend on the levels of of net cash generated from operations, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates at ~~September~~March 3031, ~~2010~~2011, it is is unlikely that the Partnership will generate sufficient funds from operations, after capital improvement expenditures and repayment of amounts accrued and payable to affiliates, to permit distributions to its partners during ~~2010~~2011 or subsequent periods.

Other

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 6,227 limited partnership units (the "Units") in the Partnership representing 39.68% of the outstanding Units as of ~~September~~March 3031, ~~2010~~2011. 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 acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Asset

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment property. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

~~Assets Held~~ITEM ~~for~~4. ~~Sale~~CONTROLS AND PROCEDURES

~~The Partnership classifies long-lived assets as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to~~ (a) Disclosure ~~plan to~~Controls ~~sell the asset; the asset is available for immediate sale in its present condition subject only to terms that are usual~~ and ~~customary for sales of such~~ assets; an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year; the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawnProcedures. ~~Depreciation~~ is not recorded during the period in which the long-lived asset is classified as held for sale. When the asset is designated as held for sale, the related results of operations are presented as discontinued operations.

~~ITEM~~The 4TPartnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. ~~CONTROLS~~Based ~~AND~~on ~~PROCEDURES~~such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(ab) ~~Disclosure~~ Changes ~~Controls~~in ~~and~~Internal Control Over ~~Procedures.~~Financial Reporting.

~~The~~There ~~Partnership’s~~has ~~management,~~been ~~with~~no ~~the participation~~change ofin the ~~principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the~~ Partnership’s internal ~~principal~~control ~~executive~~over ~~officer and principal~~ financial ~~officer,~~reporting ~~respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures~~ (as defined in Rules 13a-15(ef) and 15d-15(ef) under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”~~)) asduring of the ~~end~~fiscal ofquarter ~~the period~~to ~~covered~~which by this report. ~~Based~~relates that onhas ~~such~~materially ~~evaluation~~affected, ~~the~~or ~~principal~~is ~~executive~~reasonably ~~officer~~likely ~~and~~to ~~principal~~materially ~~financial officer of the Managing General Partner~~affect, ~~who are~~ the ~~equivalent of the~~ Partnership’s ~~principal~~ ~~executive~~internal ~~officer~~control ~~and~~over ~~principal~~ financial ~~officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective~~reporting.

~~(b) Changes~~PART inII ~~Internal~~- ~~Control~~OTHER ~~Over Financial Reporting.~~INFORMATION

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated. The parties arbitrated four “on-call” claims and obtained defense verdicts on all four. Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees, and the mediation is currently scheduled for November 16, 2010. The Managing General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.

ITEM 6. EXHIBITS

See Exhibit Index.

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements 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.

	HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
	By: HCW General Partner, Ltd.,
	General Partner
	By: IH, Inc.,
	Managing General Partner
Date: November 12, 2010	By: /s/Steven D. Cordes
Date: May 12, 2011	By: /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President
Date: November 12, 2010	By: /s/Stephen B. Waters
Date: May 12, 2011	By: /s/Stephen B. Waters
	Stephen B. Waters
	Senior Director of Partnership Accounting

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

EXHIBIT INDEX

Exhibit

3 & 4 Limited Partnership Agreement (Incorporated by reference to Registration Statement No. 2-91006 on Form S-11 filed by Registrant).

10.4 Multifamily Note dated August 28, 2000, by and between the Partnership and GMAC Commercial Mortgage Corporation, a California Corporation incorporated by reference to Exhibit 10.4 to the Partnership's Quarterly Report on Form 10-QSB for the period ended September 30, 2000.

10.5 Purchase and Sale Contract dated October 22, 2010 between HCW Pension Real Estate Fund Limited Partnership, a Massachusetts limited partnership and Cardinal Group Investments, LLC, a Delaware limited liability company, filed in Current Report on Form 8-K dated October 22, 2010 and incorporated herein by reference.

31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filing Compare · HCW PENSION REAL ESTATE FUND LTD PARTNERSHIP