<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended MARCH 31, 1998
Commission File Number 0-09262
REAL ESTATE ASSOCIATES LIMITED
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3187912
9090 WILSHIRE BLVD., SUITE 201,
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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> 2
REAL ESTATE ASSOCIATES LIMITED
(a California limited partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1998
<TABLE>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Balance Sheets, March 31, 1998 and December 31, 1997 .................... 1
Statements of Operations,
Three Months Ended March 31, 1998 and 1997 .......................... 2
Statement of Partner's Equity (Deficiency),
Three Months Ended March 31, 1998 ................................... 3
Statements of Cash Flows
Three Months Ended March 31, 1998 and 1997 .......................... 4
Notes to Financial Statements ........................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ...........................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .......................................................12
Item 6. Exhibits and Reports on Form 8-K ........................................12
Signatures ......................................................................13
</TABLE>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
ASSETS
<TABLE>
<CAPTION>
1998 1997
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,387,528 $ 1,319,976
CASH AND CASH EQUIVALENTS (Note 1) 344,130 544,863
----------- -----------
TOTAL ASSETS $ 1,731,658 $ 1,864,839
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable (Note 3) $ 99,858 $ 89,279
Accrued fees and expenses due
general partner (Notes 3 and 6) 101,835 181,333
----------- -----------
201,693 270,612
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (111,770) (111,127)
Limited partners 1,641,735 1,705,354
----------- -----------
1,529,965 1,594,227
----------- -----------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 1,731,658 $ 1,864,839
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
INTEREST AND OTHER INCOME $ 3,828 $ 9,741
--------- ---------
OPERATING EXPENSES:
Legal and accounting 23,290 16,817
Management fees - general partner (Note 3) 101,835 101,835
Administrative (Note 3) 61,681 13,060
--------- ---------
Total operating expenses 186,806 131,712
--------- ---------
LOSS FROM OPERATIONS (182,978) (121,971)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 47,416 61,206
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) 71,300 83,300
--------- ---------
NET (LOSS) INCOME $ (64,262) $ 22,535
========= =========
NET (LOSS) INCOME PER LIMITED
PARTNERSHIP INTEREST (Note 1) $ (4) $ 1
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS 16,505
===========
EQUITY (DEFICIENCY),
January 1, 1998 $ (111,127) $ 1,705,354 $ 1,594,227
Net loss for the three months
ended March 31, 1998 (643) (63,619) (64,262)
----------- ----------- -----------
EQUITY (DEFICIENCY),
March 31, 1998 $ (111,770) $ 1,641,735 $ 1,529,965
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (64,262) $ 22,535
Adjustments to reconcile net income to net cash
used in operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (71,300) (83,300)
Increase (decrease) in accrued fees and
expenses due general partner (79,498) 16,835
Decrease in accounts payable 10,579 (2,514)
--------- ---------
Net cash used in operating activities (204,481) (46,444)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnership
recognized as return of capital 9,481 9,481
Capital contribution to limited partnerships (5,733) --
--------- ---------
Net cash provided by investing activities 3,748 9,481
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (200,733) (36,963)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 544,863 376,976
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 344,130 $ 340,013
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual
audited financial statements; accordingly, the financial statements
included herein should be reviewed in conjunction with the
financial statements and related notes thereto contained in the
annual report for the year ended December 31, 1997 prepared by Real
Estate Associates Limited (the "Partnership.") Accounting
measurements at interim dates inherently involve greater reliance
on estimates than at year end. The results of operations for the
interim period presented are not necessarily indicative of the
results for the entire year.
In the opinion of the Partnership, the accompanying unaudited
financial statements contain all adjustments (consisting primarily
of normal recurring accruals) necessary to present fairly the
financial position as of March 31, 1998, and the results of
operations and changes in cash flows for the three months then
ended.
The general partners have a 1 percent interest in profits and
losses of the Partnership. The limited partners have the remaining
99 percent interest which is allocated in proportion to their
respective individual investments. National Partnership Investments
Corp. (NAPICO) is the corporate general partner of the Partnership.
NAPICO is a wholly owned subsidiary of Casden Investment
Corporation, which is wholly owned by Alan I. Casden.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investment in limited partnerships is accounted for on the
equity method. Acquisition, selection fees and other costs related
to the acquisition of the projects have been capitalized to the
investment account and are being amortized on a straight line basis
over the estimated lives of the underlying assets, which is
generally 30 years.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
NET INCOME PER LIMITED PARTNERSHIP INTEREST
Net income per limited partnership interest was computed by dividing the
limited partners' share of net income by the number of limited partnership
interests outstanding during the year. The number of limited partnership
interests was 16,505 for the periods presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of deposit
with an original maturity of three months or less. The Partnership has its
cash and cash equivalents on deposit primarily with two high credit quality
financial institutions. Such cash and cash equivalents are in excess of the
FDIC insurance limit.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying amount
of the assets, the Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 18 limited
partnerships. The limited partnerships own residential low income rental
projects consisting of 1,969 apartment units. The mortgage loans of these
projects are insured by the United States Department of Housing and Urban
Development ("HUD") or state governmental agencies.
The Partnership, as a limited partner, is entitled from 50 percent to 99
percent of the profits and losses in the limited partnerships.
Equity in losses of limited partnerships are recognized in the financial
statements until the limited partnership investment account is reduced to a
zero balance. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized.
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED):
Distributions from the limited partnerships are accounted for as a return
of capital until the investment balance is reduced to zero. Subsequent
distributions received are recognized as income.
The following is a summary of the investments in limited partnerships for
the three months ended March 31, 1998:
<TABLE>
<CAPTION>
<S> <C>
Balance, beginning of period $ 1,319,976
Capital contribution 5,733
Amortization acquisition costs (700)
Cash distribution recognized as return of capital (9,481)
Equity in income of limited partnerships 72,000
-----------
Balance, end of period $ 1,387,528
===========
</TABLE>
The following are unaudited combined estimated statements of operations
for the three months ended March 31, 1998 and 1997 for the limited
partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1998 March 31, 1997
---------- ----------
<S> <C> <C>
REVENUES
Rental and other $4,234,000 $4,238,000
---------- ----------
EXPENSES
Depreciation 663,000 652,000
Interest 1,133,000 1,234,000
Operating 2,363,000 2,210,000
---------- ----------
4,159,000 4,096,000
---------- ----------
NET INCOME $ 75,000 $ 142,000
========== ==========
</TABLE>
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included above.
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED):
Under recent adopted law and policy, HUD has determined not to renew housing
assistance payments contracts ("HAP Contracts") on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under such
new law and policy, the amount of rental assistance payments under renewed
HAP Contracts will be based on market rentals instead of above market
rentals, which was generally the case under existing HAP Contracts. As a
result, existing HAP Contracts that are renewed in the future on projects
insured by the Federal Housing Administration of HUD ("FHA") will not
provide sufficient cash flow to permit owners of properties to meet the debt
service requirements of these existing FHA-insured mortgages. In order to
address the reduction in payments under HAP Contracts as a result of this
new policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to HAP Contracts that have been renewed under the new
policy. The restructured loans will be held by the current lender or another
lender. Under MAHRAA, an FHA-insured mortgage loan can be restructured to
reduce the annual debt service on such loan. There can be no assurance that
the Partnership will be permitted to restructure its mortgage indebtedness
pursuant to the new HUD rules implementing MAHRAA or that the Partnership
would choose to restructure such mortgage indebtedness if it were eligible
to participate in the MAHRAA program. It should be noted that there are
uncertainties as to the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA.
Accordingly, the General Partners are unable to predict with certainty their
impact on the Partnership's future cash flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of properties for disposition to the REIT as set forth below,
refinancing or re-engineering alternatives for the properties in which the
limited partnerships have invested and are subject to HUD mortgage and
rental subsidy programs. The Partnership has incurred expenses in connection
with this review by various third party professionals, including accounting,
legal, valuation, structural and engineering costs, which amounted to
approximately $171,000 through March 31, 1998, including approximately
$51,000 for the three months ended March 31, 1998.
A real estate investment trust ("REIT") organized by an affiliate of NAPICO
has advised the Partnership that it intends to make a proposal to purchase
from the Partnership certain of the limited partnership interests held for
investment by the Partnership.
The REIT proposes to purchase such limited partner interests for cash, which
it plans to raise in connection with a private placement of its equity
securities. The purchase is subject to, among other things, (i) consummation
of such private placement by the REIT; (ii) the purchase of the general
partner interests in the local limited partnerships by the REIT; (iii) the
approval of HUD and certain state housing finance agencies; (iv) the consent
of the limited partners to the sale of the local limited partnership
interests held for investment by REAL; and (v) the consummation of a minimum
number of purchase transactions with other NAPICO affiliated partnerships.
As of March 31, 1998, the REIT had completed buy-out negotiations with a
majority of the general partners of the local limited partnerships.
8
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED):
A proxy is contemplated to be sent to the limited partners setting forth the
terms and conditions of the purchase of the limited partners' interests held
for investment by the Partnership, together with certain amendments to the
Partnership Agreement and other disclosures of various conflicts of interest
in connection with the transaction.
NOTE 3 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNER (CONTINUED)
Under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to NAPICO for an annual management
fee equal to 1/2 and 1 percent of the original invested assets of the
limited partnerships. Invested assets is defined as the costs of acquiring
project interests, including the proportionate amount of the mortgage loans
related to the Partnership's interest in the capital accounts of the
respective partnerships. The management fee incurred for the three-month
periods presented was $101,835.
The Partnership reimburses NAPICO for certain expenses. The reimbursement
paid to NAPICO was approximately $6,069 and $5,400, for the three months
ended March 31, 1998 and 1997, respectively, and is included in
administrative expenses.
As of March 31, 1998, the fees and expenses due NAPICO exceeded the
Partnership's cash. The general partner, during the forthcoming year, will
not demand payment of amounts due in excess of such cash or such that the
Partnership would not have sufficient operating cash.
NOTE 4 - CONTINGENCIES
The corporate general partner of the Partnership is a plaintiff in various
lawsuits and has also been named a defendant in other lawsuits arising from
transactions in the ordinary course of business. In the opinion of
management and the corporate general partner, the claims will not result in
any material liability to the Partnership.
The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no
significant actions are required to be taken by the Partnership to address
the issue and that the impact of the Year 2000 computer systems issue will
not materially affect the Partnership's future operating results or
financial condition.
9
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, when it is practicable to estimate
that value. The operations generated by the investee limited partnerships,
which account for the Partnership's primary source of revenues, are subject
to various government rules, regulations and restrictions which make it
impracticable to estimate the fair value of accrued fees and expenses due
general partner. The carrying amount of other assets and liabilities
reported on the balance sheets that require such disclosure approximates
fair value due to their short-term maturity.
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income earned
from investing available cash and distributions from limited partnerships in
which the Partnership has invested. It is not expected that any of the local
limited partnerships in which the Partnership has invested will generate
cash flow sufficient to provide for distributions to limited partners in any
material amount.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not required
for investment in local partnerships.
Operating expenses consist primarily of recurring general and administrative
expenses and professional fees for services rendered to the Partnership. In
addition, an annual Partnership management fee in an amount equal to .5
percent of investment assets is payable to the corporate general partner.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment balance
by its proportionate share of the income or loss of the local limited
partnerships. The equity in income of limited partnerships is received from
two investee limited partnerships. All other investee limited partnerships
have reduced their investment balances to zero and as a result thereof, the
Partnership does not recognize equity in losses from those investments in
accordance with the equity accounting method.
Distributions received from limited partnerships are recognized as return of
capital until the investment balance has been reduced to zero or to a
negative amount equal to future capital contributions required.
Subsequent distributions received are recognized as income.
Except for certificates of deposit and money market funds, the Partnership's
investments are entirely interests in other limited partnerships owning
government assisted projects. Available cash is invested in these funds
earning interest income as reflected in the statements of operations. These
investments can be converted to cash to meet obligations as they arise.
Under recent adopted law and policy, HUD has determined not to renew housing
assistance payments contracts ("HAP Contracts") on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under such
new law and policy, the amount of rental assistance payments under renewed
HAP Contracts will be based on market rentals instead of above market
rentals, which was generally the case under existing HAP Contracts. As a
result, existing HAP Contracts that are renewed in the future on projects
insured by the Federal Housing Administration of HUD ("FHA") will not
provide sufficient cash flow to permit owners of properties to meet the debt
service requirements of these existing FHA-insured mortgages. In order to
address the reduction in payments under HAP Contracts as a result of this
new policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 ("MAHRAA"), which was
11
<PAGE> 14
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
adopted in October 1997, provides for the restructuring of mortgage loans
insured by the FHA with respect to properties subject to HAP Contracts that
have been renewed under the new policy. The restructured loans will be held
by the current lender or another lender. Under MAHRAA, an FHA-insured
mortgage loan can be restructured to reduce the annual debt service on such
loan. There can be no assurance that the Partnership will be permitted to
restructure its mortgage indebtedness pursuant to the new HUD rules
implementing MAHRAA or that the Partnership would choose to restructure such
mortgage indebtedness if it were eligible to participate in the MAHRAA
program. It should be noted that there are uncertainties as to the economic
impact on the Partnership of the combination of the reduced payments under
the HAP Contracts and the restructuring of the existing FHA-insured mortgage
loans under MAHRAA. Accordingly, the General Partners are unable to predict
with certainty their impact on the Partnership's future cash flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of properties for disposition to the REIT as set forth below,
refinancing or re-engineering alternatives for the properties in which the
limited partnerships have invested and are subject to HUD mortgage and
rental subsidy programs. The Partnership has incurred expenses in connection
with this review by various third party professionals, including accounting,
legal, valuation, structural and engineering costs, which amounted to
approximately $171,000 through March 31, 1998, including approximately
$51,000 in general and administrative expenses for the three months ended
March 31, 1998.
A real estate investment trust ("REIT") organized by an affiliate of NAPICO
has advised the Partnership that it intends to make a proposal to purchase
from the Partnership certain of the limited partnership interests held for
investment by the Partnership.
The REIT proposes to purchase such limited partner interests for cash, which
it plans to raise in connection with a private placement of its equity
securities. The purchase is subject to, among other things, (i) consummation
of such private placement by the REIT; (ii) the purchase of the general
partner interests in the local limited partnerships by the REIT; (iii) the
approval of HUD and certain state housing finance agencies; (iv) the consent
of the limited partners to the sale of the local limited partnership
interests held for investment by REAL; and (v) the consummation of a minimum
number of purchase transactions with other NAPICO affiliated partnerships.
As of March 31, 1998, the REIT had completed buy-out negotiations with a
majority of the general partners of the local limited partnerships.
A proxy is contemplated to be sent to the limited partners setting forth the
terms and conditions of the purchase of the limited partners' interests held
for investment by the Partnership, together with certain amendments to the
Partnership Agreement and other disclosures of various conflicts of interest
in connection with the transaction.
12
<PAGE> 15
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The corporate general partner is involved in various lawsuits. None of these are
related to the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of Item 7 of regulation S-K.
13
<PAGE> 16
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1998
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.
REAL ESTATE ASSOCIATES LIMITED
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
/s/ BRUCE NELSON
--------------------------------------
Bruce Nelson
President
Date: May 18, 1998
--------------
/s/ CHARLES H. BOXENBAUM
---------------------------------------
Charles H. Boxenbaum
Chief Executive Officer
Date: May 18, 1998
--------------
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 344,130
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 344,130
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,731,658
<CURRENT-LIABILITIES> 99,858
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,529,965
<TOTAL-LIABILITY-AND-EQUITY> 1,731,658
<SALES> 0
<TOTAL-REVENUES> 122,544
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 182,979
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (64,262)
<INCOME-TAX> 0
<INCOME-CONTINUING> (64,262)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (64,262)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
