SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                FORM 10-K/A-No.2

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

                  For the Fiscal Year Ended December 31, 1996

                                     OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from __________________ to ________________

                      Commission File No. 0-13556

                        Cluster Housing Properties
                  (A California Limited Partnership)

              (Exact name of registrant as specified in its charter)

                         California 04-2817478

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

          5110 Langdale Way, Colorado Springs CO 80906

          (Address of principal executive offices) (Zip Code)

                            (719) 527-0544
          (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Units of Limited 
Partnership Interests

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 and 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. Yes _X_ No ___

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

Aggregate  market  value  of  voting  securities  held  by  non-affiliates:  Not
applicable, since securities are not actively traded on any exchange.

Documents incorporated by reference:  None

The Exhibit Index is located on page ______



     EXPLANATORY NOTE:  This Amendment is being filed to include a signed
Report of Independent Accountants.


                     Report of Independent Accountants


To the Partners of
Cluster Housing Properties
(a California Limited Partnership):

         We have audited the accompanying consolidated balance sheets of Cluster
Housing  Properties (a California  Limited  Partnership)  and subsidiaries as of
December  31,  1996  and  1995,  and  the  related  consolidated  statements  of
operations,  partners'  equity  (deficit)  and cash  flows for each of the three
years in the period ended December 31, 1996. These financial  statements are the
responsibility of the General Partners of the Partnership. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the consolidated financial position of Cluster
Housing  Properties (a California  Limited  Partnership)  and subsidiaries as of
December 31, 1996 and 1995 and the consolidated  results of their operations and
their cash flows for each of the three years in the period  ended  December  31,
1996 in conformity with generally accepted accounting principles.




COOPERS & LYBRAND L.L.P.
Denver , Colorado
February 28, 1997