LINCAM PROPERTIES LTD SERIES 85
10-Q, 1996-11-14
REAL ESTATE
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                                 UNITED STATES
                      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 September 30, 1996                      Commission File Number
                                                    2-99673




                       LINCAM PROPERTIES LTD. SERIES 85
              (Exact name of registrant as specified in charter)



      Illinois                                    36-3377785
(State of Organization)              (I.R.S. Employer Identification No.)



         125 South Wacker Drive, Suite 3100, Chicago, Illinois  60606
                    (Address of principal executive office)



Registrants's telephone number, including area code:  (312) 443-1477



Indicate by check ( X ) 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.   Yes   ( X )   No  (  )

                                       1



<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS
                                           LINCAM PROPERTIES LTD. SERIES 85
                                                (A LIMITED PARTNERSHIP)

                                                    BALANCE SHEETS

                                       SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                                      (UNAUDITED)

                                                        ASSETS
                                                        ------
<CAPTION>
                                                                                   SEPTEMBER 30,     DECEMBER 31, 
                                                                                       1996              1995     
                                                                                  --------------     ------------ 
<S>                                                                              <C>                <C>           
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . .      $ 12,077,323          507,111 
  Receivable from tenant . . . . . . . . . . . . . . . . . . . . . . . . . . .             --              66,695 
  Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . .             2,875              150 
                                                                                    ------------       ---------- 
          Total current assets . . . . . . . . . . . . . . . . . . . . . . . .        12,080,198          573,956 
                                                                                    ------------       ---------- 
Note receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --           5,485,000 
                                                                                    ------------       ---------- 
Investment properties, at cost (notes 2 and 3):
  Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           816,616        2,399,174 
  Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . .         5,694,427       12,016,137 
                                                                                    ------------       ---------- 
                                                                                       6,511,043       14,415,311 
  Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . .        (1,864,344)      (2,920,741)
                                                                                    ------------       ---------- 
          Total investment properties, net of accumulated depreciation . . . .         4,646,699       11,494,570 
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            12,705          156,440 
                                                                                    ------------       ---------- 
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 16,739,602       17,709,966 
                                                                                    ============      =========== 

                                                           2




                                           LINCAM PROPERTIES LTD. SERIES 85
                                                (A LIMITED PARTNERSHIP)

                                              BALANCE SHEETS - CONTINUED

                                     LIABILITIES AND PARTNERS' CAPITAL (DEFICITS)
                                     --------------------------------------------

                                                                                   SEPTEMBER 30,     DECEMBER 31, 
                                                                                       1996              1995     
                                                                                  --------------     ------------ 
Current liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $     40,600           30,906 
  Funds held for others (note 2) . . . . . . . . . . . . . . . . . . . . . . .             --             150,879 
  Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . .           140,007          118,000 
  Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . .            20,517           31,211 
                                                                                    ------------       ---------- 
          Total current liabilities. . . . . . . . . . . . . . . . . . . . . .           201,124          330,996 
                                                                                    ------------       ---------- 

Partners' capital (deficits) (note 1):
  General Partners:
    Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . .             2,000            2,000 
    Allocated portion of cumulative net income . . . . . . . . . . . . . . . .           106,078          103,112 
    Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . .          (165,510)        (154,139)
                                                                                    ------------       ---------- 
                                                                                         (57,432)         (49,027)
                                                                                    ------------       ---------- 
  Limited Partners:
    Interests of $1,000.  Authorized 40,001 Interests;
      issued and outstanding 25,016 Interests. . . . . . . . . . . . . . . . .        22,479,645       22,479,645 
    Allocated portion of cumulative net income . . . . . . . . . . . . . . . .        10,557,900       10,264,267 
    Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . .       (16,441,635)     (15,315,915)
                                                                                    ------------       ---------- 
                                                                                      16,595,910       17,427,997 
                                                                                    ------------       ---------- 
          Total partners' capital  . . . . . . . . . . . . . . . . . . . . . .        16,538,478       17,378,970 
                                                                                    ------------       ---------- 

  Total liabilities and partners' capital. . . . . . . . . . . . . . . . . . .      $ 16,739,602       17,709,966 
                                                                                    ============       ========== 

</TABLE>
                                                           3




<TABLE>
                                           LINCAM PROPERTIES LTD. SERIES 85
                                                (A LIMITED PARTNERSHIP)

                                               STATEMENTS OF OPERATIONS

                                THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                                      (UNAUDITED)

<CAPTION>
                                                             THREE MONTHS ENDED              NINE MONTHS ENDED     
                                                                SEPTEMBER 30                    SEPTEMBER 30       
                                                         --------------------------     -------------------------- 
                                                             1996           1995            1996           1995    
                                                         -----------     ----------     -----------     ---------- 
<S>                                                     <C>             <C>            <C>             <C>         
Income:
  Rental income. . . . . . . . . . . . . . . . . . .     $   149,802        395,308         736,882      1,842,831 
  Charges to tenants . . . . . . . . . . . . . . . .          23,031         35,882         103,287        111,998 
  Interest income. . . . . . . . . . . . . . . . . .          90,755        110,689         307,160        361,833 
  Other income . . . . . . . . . . . . . . . . . . .           6,083          5,157          17,038         36,650 
                                                         -----------     ----------      ----------     ---------- 
          Total income . . . . . . . . . . . . . . .         269,671        547,036       1,164,367      2,353,312 
                                                         -----------     ----------      ----------     ---------- 
Expenses:
  Property operating expenses. . . . . . . . . . . .         123,023        105,873         381,714        593,810 
  Depreciation . . . . . . . . . . . . . . . . . . .          43,707         83,919         170,001        332,094 
  Interest . . . . . . . . . . . . . . . . . . . . .           --                56           --           128,490 
  Management fees paid to the 
    General Partner. . . . . . . . . . . . . . . . .           9,347         16,221          37,840         80,064 
  Professional services. . . . . . . . . . . . . . .          13,522         21,223          41,180         60,468 
  Amortization of deferred expenses. . . . . . . . .           --             --              --            14,731 
  General and administrative . . . . . . . . . . . .          19,294         19,195          56,499         54,804 
  Provision for loss . . . . . . . . . . . . . . . .          10,534          --            180,534          --    
                                                         -----------     ----------      ----------     ---------- 
          Total expenses . . . . . . . . . . . . . .         219,427        246,487         867,768      1,264,461 
                                                         -----------     ----------      ----------     ---------- 
          Operating income . . . . . . . . . . . . .          50,244        300,549         296,599      1,088,851 
Gain (loss) on sale of investment property . . . . .           --              (810)          --         4,768,875 
Venture partner's share of
  venture's operations . . . . . . . . . . . . . . .           --             3,953           --        (2,067,287)
                                                         -----------     ----------      ----------     ---------- 
          Net income before
            extraordinary item . . . . . . . . . . .          50,244        303,692         296,599      3,790,439 
          Extraordinary item:
            Loss on early extinguishment of debt . .           --             --              --            71,924 
                                                         -----------     ----------      ----------     ---------- 
          Net income . . . . . . . . . . . . . . . .     $    50,244        303,692         296,599      3,718,515 
                                                         ===========     ==========      ==========     ========== 

                                                           4




                                           LINCAM PROPERTIES LTD. SERIES 85
                                                (A LIMITED PARTNERSHIP)

                                         STATEMENTS OF OPERATIONS - CONTINUED


                                                             THREE MONTHS ENDED              NINE MONTHS ENDED     
                                                                SEPTEMBER 30                    SEPTEMBER 30       
                                                         --------------------------     -------------------------- 
                                                             1996           1995            1996           1995    
                                                         -----------     ----------     -----------     ---------- 
          Net income per limited 
           partnership unit:
            Before extraordinary item. . . . . . . .     $      1.99          12.02           11.74         150.01 
            Extraordinary item . . . . . . . . . . .           --             --              --             (2.85)
                                                         -----------     ----------      ----------     ---------- 
          Net income . . . . . . . . . . . . . . . .     $      1.99          12.02           11.74         147.16 
                                                         ===========     ==========      ==========     ========== 
          Cash distributions per limited
            partnership interest . . . . . . . . . .     $     15.00          15.00           45.00         191.00 
                                                         ===========     ==========      ==========     ========== 




</TABLE>
                                                           5




<TABLE>
                                           LINCAM PROPERTIES LTD. SERIES 85
                                                (A LIMITED PARTNERSHIP)

                                               STATEMENTS OF CASH FLOWS

                                     NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                      (UNAUDITED)

<CAPTION>
                                                                                          1996             1995    
                                                                                      ------------     ----------- 
<S>                                                                                  <C>              <C>          
Cash flows from operating activities:
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  296,599       3,718,515 
  Adjustments to reconcile net income to net cash provided
   by operating activities:
    Provision for loss on sale of investment property. . . . . . . . . . . . . . .         180,534      (4,768,875)
    Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . .           --             71,924 
    Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         170,001         332,094 
    Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           --             14,731 
    Venture Partner's share of income. . . . . . . . . . . . . . . . . . . . . . .           --          2,067,287 
    Changes in assets and liabilities:
      (Increase) decrease in prepaid expenses and other current assets . . . . . .          (2,725)          4,089 
      Decrease in receivable from tenant . . . . . . . . . . . . . . . . . . . . .          66,695          53,834 
      Decrease in other assets . . . . . . . . . . . . . . . . . . . . . . . . . .          36,615         129,655 
      Increase (decrease) in accounts payable. . . . . . . . . . . . . . . . . . .           9,694         (39,465)
      Decrease in unearned income. . . . . . . . . . . . . . . . . . . . . . . . .           --             (1,952)
      Decrease in accrued interest payable . . . . . . . . . . . . . . . . . . . .           --            (14,383)
      Decrease in funds held for others. . . . . . . . . . . . . . . . . . . . . .        (150,879)        (25,707)
      Increase (decrease) in accrued real estate taxes . . . . . . . . . . . . . .          22,007        (246,414)
      Decrease in tenant security deposits . . . . . . . . . . . . . . . . . . . .         (10,694)        (80,425)
                                                                                       -----------     ----------- 
          Total adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . .         321,248      (2,503,607)
                                                                                       -----------     ----------- 
          Net cash provided by operating activities. . . . . . . . . . . . . . . .         617,847       1,214,908 
                                                                                       -----------     ----------- 
Cash flows from investing activities:
  Additions to buildings and improvements. . . . . . . . . . . . . . . . . . . . .          (8,524)         (9,462)
  Net cash proceeds from sale of investment property . . . . . . . . . . . . . . .       6,239,950      14,530,759 
  Collection of note receivable. . . . . . . . . . . . . . . . . . . . . . . . . .       5,485,000           --    
  Recovery of cost of property held for sale . . . . . . . . . . . . . . . . . . .         373,030           --    
                                                                                       -----------     ----------- 
          Net cash provided by investing activities. . . . . . . . . . . . . . . .      12,089,456      14,521,297 
                                                                                       -----------     ----------- 

                                                           6




                                           LINCAM PROPERTIES LTD. SERIES 85
                                                (A LIMITED PARTNERSHIP)

                                         STATEMENTS OF CASH FLOWS - CONTINUED


                                                                                          1996             1995    
                                                                                      ------------     ----------- 

Cash flows for financing activities:
  Cash distributions to Limited Partners . . . . . . . . . . . . . . . . . . . . .      (1,125,720)     (4,778,056)
  Cash distributions to General Partners . . . . . . . . . . . . . . . . . . . . .         (11,371)        (48,263)
  Cash distributions to Venture Partner. . . . . . . . . . . . . . . . . . . . . .           --         (6,173,516)
  Decrease in note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .           --         (5,000,000)
                                                                                       -----------     ----------- 

          Net cash used in financing activities. . . . . . . . . . . . . . . . . .      (1,137,091)    (15,999,835)
                                                                                       -----------     ----------- 

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . .      11,570,212        (263,630)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . .         507,111         823,430 
                                                                                       -----------     ----------- 
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . .     $12,077,323         559,800 
                                                                                       ===========     =========== 

</TABLE>
                                                           7




                       LINCAM PROPERTIES LTD. SERIES 85
                            (A LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                          SEPTEMBER 30, 1996 AND 1995

                                  (UNAUDITED)

   Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995,
which are included in the Partnership's 1995 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.


(1)  ORGANIZATION AND BASIS OF ACCOUNTING

   LincAm Properties Ltd. Series 85 (the "Partnership") is a limited
partnership formed in August 1985 under the Uniform Limited Partnership Act
of the State of Illinois.  The balance sheets at September 30, 1996 and
December 31, 1995 and the statements of operations and cash flows for the
three and nine months ended September 30, 1996 and 1995 have been prepared
by Management of the Partnership and have not been audited by the
Partnership's independent auditors.

   Included in the statement of operations and cash flows for the nine
months ended September 30, 1995 are the operations of its consolidated
joint venture which was sold on April 12, 1995.

   For purposes of reporting cash flows, cash and cash equivalents include
an investment in a money market account and other investments (having daily
availability) at cost which approximates market.

   The Partnership records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying financial statements have been prepared from such records
after making appropriate adjustments to reflect the Partnership's accounts
in accordance with generally accepted accounting principles (GAAP).  Such
adjustments are not recorded on the records of the Partnership.  The net
effect of these items is summarized below:

                              NINE MONTHS ENDED        NINE MONTHS ENDED   
                             SEPTEMBER 30, 1996       SEPTEMBER 30, 1995   
                         ------------------------   ---------------------- 
                         GAAP BASIS     TAX BASIS   GAAP BASIS   TAX BASIS 
                         ----------     ---------   ----------   --------- 

Total assets . . . . .  $16,739,602    16,755,743   17,829,696  17,399,105 

Partners' capital 
 (deficits):
  General Partners . .  $   (57,432)     (140,978)     (48,039)   (148,459)
  Limited Partners . .  $16,595,910    16,829,175   17,525,753  16,088,588 

Net income:
  General Partners . .  $     2,966        19,616       37,185      53,802 
  Limited Partners . .  $   293,633     1,941,965    3,681,330   5,326,407 

Net income per 
 limited part-
 nership interest. . .  $     11.74         77.63       147.16      212.92 
                        ===========    ==========   ==========  ========== 

   The net income and cash distributions per limited partnership interest,
as presented for the nine month period ended September 30, 1996 and 1995
are based upon the limited partnership interests outstanding at the end of
the periods (25,016).

                                       8


   No provision for Federal income taxes has been made as any liability,
for such taxes, is that of the partners rather than the Partnership.

   Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles. 
Actual results could differ from those estimates.

   On January 1, 1996, the Partnership adopted Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", which
changes the Partnership's current method of accounting for its real estate
property investments when circumstances indicate that carrying amount of
the property may not be recoverable.  Properties held for sale will
continue to be reflected at the lower of historical cost or estimated fair
value less anticipated selling costs.  In addition, properties held for
sale will no longer be depreciated.

   Losses in carrying values of investment assets are provided by 
management when the losses become apparent and the investment asset is
considered impaired.  Management evaluates its investment properties at
least quarterly to assess whether any impairment indications are present,
comparing undiscounted future cash flows with the carrying amount of the
asset.  If any investment asset is considered impaired, a loss is provided
to reduce the carrying value of the property to its estimated value.

   The 1880 Country Farm Drive facility was sold in September, 1996.  For
the period from April 1, 1996 through September 30, 1996, rental income of
$358,696 net of $3,763 management fees has been treated as a partial
recovery in the determination of the estimated market value of this
property.  Accordingly, such amounts are excluded from the operations for
the three and nine months ended September 30, 1996.  Management believes
that no other assets are impaired; therefore, no other such losses have
been required to be recognized or provided for in the accompanying
financial statements.


(2)  INVESTMENT PROPERTIES

   (A)  GENERAL

       During the years 1986 through 1988, the Partnership acquired, either
directly or through a joint venture (Note 3), three apartment complexes, a
distribution center, and a warehouse/research facility.  One apartment
complex was sold in 1993.  Another apartment complex acquired through the
joint venture was sold in 1995.  The warehouse/research facility was sold
in September, 1996.

       Depreciation on the investment properties acquired has been provided
over the estimated useful lives of five to forty years using the straight-
line method.

       Maintenance and repair expenses are charged to operations as
incurred.  Expenditures which materially add to the value or utility of the
property or appreciably prolong its useful life are capitalized and
depreciated over their estimated useful lives.

                                       9


   (B)  OAK VIEW APARTMENTS

       On September 30, 1986, the Partnership acquired the Oak View
Apartments, a recently constructed 124 unit apartment complex located in
the Augusta, Georgia metropolitan area, and title to the approximately
twenty acre parcel of land on which the complex is situated.

       The Partnership's purchase price was $3,604,460, excluding closing
costs, fees, reserves and prorations, and was determined by arm's-length
negotiations.

       An affiliate of the General Partners manages the apartment complex
for a fee equal to 5% of the gross revenue of the property.

   (C)  5521 MEADOWBROOK COURT DISTRIBUTION CENTER

       On January 12, 1987, the Partnership acquired for $2,492,500 an
approximately 50,000 square foot distribution center and the approximately
110,000 square foot parcel of land on which the building is situated.  The
property is located at 5521 Meadowbrook Court in Rolling Meadows, Illinois,
and has been leased to Komori America , Inc. since February 11, 1991. 
Komori America, Inc. entered into a thirty-two month lease agreement which
commenced August 16, 1993.  Under the terms of the lease the tenant
occupied approximately 41.67% of the distribution center and paid base rent
of $4.85 per square foot in year one.  The base rent increased to $4.90 on
August 1, 1994.  Komori America, Inc. amended their lease effective
February 1, 1994 to occupy an additional 4,167 square feet (8.33%) for
$2.75 per square foot.  Komori America, Inc.'s lease expired on May 31,
1996 at which time they vacated the 50% of the distribution center they had
occupied.  The Partnership has contracted with an outside broker to
actively market the property for lease and/or sale.

       On January 11, 1994, the Partnership leased the 25,000 square feet
of the distribution center to Samsung America, Inc.  The thirty-eight month
lease commenced March 6, 1994 and provides for an annual base rent of $3.75
per square foot in year one.  The terms of the lease provide for three
percent annual increases in the base rent.  The terms of the lease also
provide that the tenant be responsible for their proportionate share of all
operating expenses, including real estate taxes, during the term of the
lease.

       An affiliate of the General Partners manages and provides leasing
services for the distribution center for a fee equal to 6% of the gross
revenue of the property.

   (D)  WALKER'S MARK APARTMENTS

       On July 29, 1987, the Partnership acquired for $5,950,000 the
Walker's Mark Apartments, a 164 unit apartment complex located in Dallas,
Texas, and title to the approximately seven acre parcel of land on which
the complex is situated.

       On August 19, 1993, the Partnership sold this apartment complex for
$6,585,000.  The Partnership received $911,617 in cash (after closing costs
and commissions) and a note receivable for $5,485,000 which is secured by a
first mortgage on the property.  Through June, 1996 the Partnership
received monthly payments of interest only, at an annual rate of 7.5% with
the note balance due October 1, 1997.  The note may be prepaid without
penalty at any time.  Pursuant to the note agreement the buyer is required
to deposit with the seller monthly payments for real estate taxes.


                                      10



       On July 2, 1996, the buyer prepaid the note.  The Partnership
distributed the proceeds from collection of this note on October 1, 1996.

   (E)  1880 COUNTRY FARM DRIVE FACILITY

       On July 1, 1988, the Partnership acquired a recently completed,
approximately 162,000 square foot office and warehouse/research facility
and title to the approximately 354,000 square foot parcel of land on which
the building is situated.  The property is located at 1880 Country Farm
Drive in Naperville, Illinois, and is leased to Babson Bros. for a ten-year
lease term commencing September, 1987.  Babson Bros. Co. has two 5-year
options to renew its lease at market rates.

       The Partnership's purchase price was $7,840,000 excluding closing
costs, fees, reserves and prorations, and was determined by arm's-length
negotiations.

       An affiliate of the General Partners managed the property for a fee
equal to 1% of the gross revenue of the property.

       On September 20, 1996, the Partnership sold this facility and the
land on which the building is situated for $6,575,000 in an all cash
transaction.  The Partnership received $6,239,950 (after closing costs and
commissions).  The Partnership used these proceeds and the proceeds from
the collection of the $5,485,000 note from the sale of the Walker's Mark
Apartments to make a special distribution of $450 per limited partnership
interest on October 1, 1996.


(3)  VENTURE AGREEMENT - LINCAM BARTON VENTURE

   On May 21, 1986, the Partnership entered into a joint venture agreement
with an affiliate of the General Partners of the Partnership to acquire a
60% interest in Barton Creek Landing Apartments, a 250 unit apartment
complex located in Austin, Texas, and title to the approximately nineteen
acre parcel of land on which the complex is situated.  The Partnership and
its venture partner made initial cash capital contributions of $2,496,000
and $1,664,000, respectively, to the joint venture partnership (the "Joint
Venture"), which also received a loan from the Partnership's venture
partner in the amount of $8,750,000.  These funds were used to pay the
property's purchase price of $12,500,000.  On December 22, 1986, the Joint
Venture replaced the loan with additional equity totalling $8,750,000
contributed to the Joint Venture by the Partnership and its venture partner
in proportion to their respective ownership percentages.

   On April 12, 1995, the Joint Venture sold this apartment complex for
$14,871,600 in an all cash transaction.  The Partnership received
approximately $8,950,000 in cash distributions from the joint venture which
was used to repay debt (see Note 4 of Notes to Financial Statements) and
make a special distribution of $3,537,616 or a $140 per limited partnership
interest.


(4)  NOTE PAYABLE

   The Partnership paid the $5,000,000 note which was owed to a bank in
full in April 1995 upon closing of the sale of the Barton Creek Landing
Apartments.

                                      11


(5)  TRANSACTIONS WITH AFFILIATES

   Fees, commissions and other expenses required to be paid by the
Partnership to the Corporate General Partner and its affiliates as of and
for the nine months ended September 30, 1996 and 1995 are summarized as
follows:

                                  NINE MONTHS      NINE MONTHS      UNPAID AT
                                     ENDED            ENDED         SEPT. 30,
                                SEPT. 30, 1996   SEPT. 30, 1995        1996  
                                --------------   --------------      --------

   Property management fees. . . .  $37,840           80,064            --   
   Reimbursement (at cost) 
      for:
    Out-of-Pocket expenses . . . .  $54,649           53,584            --   
                                    =======           ======          =====  

(6)  ADJUSTMENTS

   In the opinion of the Corporate General Partner, all adjustments
necessary for a fair presentation have been made to the accompanying
amounts as of September 30, 1996 and 1995 and for the nine month periods
ended September 30, 1996 and 1995.

                                      12


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

LIQUIDITY AND CAPITAL RESOURCES

On October 23, 1985, the Partnership commenced an offering of $25,000,000
(subject to increase by up to $15,000,000) of Limited Partnership Interests
pursuant to a Registration Statement on Form S-11 under the Securities Act
of 1933.  The offering of Limited Partnership Interests terminated April
15, 1986.  A total of 25,015 Interests were assigned to the public between
October 23, 1985 and May 16, 1986.

After deducting selling expenses and other offering costs, the Partnership
had approximately $22,500,000 with which to make investments  in income-
producing commercial and residential real property, to pay legal fees and
other costs (including acquisition fees) related to such investments and to
satisfy working capital requirements.  A portion of the proceeds was
utilized to acquire the properties owned by the Partnership at June 30,
1996.

At September 30, 1996, the Partnership and its consolidated joint venture
had cash of $87,715 and short-term investments in asset management accounts
of $11,989,608, which will be utilized for distributions to partners and
for working capital requirements.

At September 30, 1996 the Partnership has total current assets of
$12,080,198 and current liabilities of $201,124 and a current ratio of
60.06.  Including a special distribution of the net proceeds from the sale
of the Barton Creek Landing Apartments equal to $140 per Limited
Partnership Interest, cash distributions were $206 per Limited Partnership
Interest in 1995.  Cash distributions from operations for 1996 are being
made at the quarterly rate of $15 per Limited Partnership Interest.  The
Partnership also made a special distribution of $450 per Limited
Partnership Interest on October 1, 1996.

On September 20, 1996, the Partnership sold the 1880 Country Farm Drive
facility for $6,575,000 in an all cash transaction.  As described in Note
2(E) of Notes to Financial Statements, the Partnership received $6,239,950
(net of closing costs).  The Partnership distributed the majority of these
proceeds to the partners via a special distribution on October 1, 1996.

On April 12, 1995, the Joint Venture sold Barton Creek Landing Apartments
for $14,871,600 in an all cash transaction.  As described in Notes 3 and 4
of Notes to Financial Statements, the Partnership received approximately
$9,060,000 in cash of which $5,000,000 was used to retire the Partnership's
bank debt.  Of the remaining proceeds, $140 per Limited Partnership
Interest was distributed to the partners via a special distribution.  The
remaining cash of approximately $520,000 was used to pay expenses of the
sale or is being used for working capital needs.

In April 1995, the Partnership repaid in full its existing bank debt from
the proceeds of the sale of the Barton Creek Landing Apartments.

As described in Note 2(D) of Notes to Financial Statements the Partnership
sold Walker's Mark Apartments in Dallas, Texas for $6,585,000 on August 19,
1993.  The Partnership received $911,617 in cash (net of closing costs) at
closing and a note receivable for $5,485,000.  The note provided for
monthly payments of interest only in the amount of $34,281 for 50 months,
at which time the note balance is due.  The Partnership used the cash down
payment from the sale, together with working capital reserves, to pay its
note payable down to $5,000,000.

On July 2, 1996 the note receivable was prepaid.  The Partnership
distributed the proceeds from the collection of this note on October 1,
1996.

The Corporate General Partner will continue to explore selling its
remaining properties at a time when, from the standpoint of maximizing
value, it makes the most sense.

                                      13


RESULTS OF OPERATIONS

At September 30, 1996, the Partnership owned two investment properties,
consisting of an apartment complex, and a distribution center.

The decrease in rental income for the nine months ended September 30, 1996
compared to 1995 of approximately $1,105,900 is primarily due to: 1) less
rental income generated at Barton Creek Landing Apartments ($640,940) due
to its being sold in April 1995; 2) less rental income at Oak View
Apartments ($61,500) due to lower occupancy; 3) less rental income at
Meadowbrook Court Distribution Center ($38,100) due to lower occupancy; and
4) less rental income recognized at the 1880 Country Farm Drive Facility
($365,360) due to the adoption of SFAS No. 121.

The decrease in charges to tenants for the nine months ended September 30,
1996 compared to 1995 of approximately $8,700 (7.8%) is primarily due to
lower occupancy with the Partnership being responsible for half of the real
estate taxes and maintenance expenses since June 1, 1996.

Interest income decreased approximately $54,700 (15.1%) for the nine months
ended September 30, 1996 compared to 1995.  This decrease is primarily
attributable to: 1) less interest income earned at the joint venture level
($12,500); and 2) early repayment of the note receivable ($101,400).  These
decreases have been partially offset by having more funds held in interest
bearing short-term asset management accounts ($59,200).

Other income decreased approximately $19,600 (53.5%) for the nine months
ended September 30, 1996 as compared to 1995.  This decrease is primarily
due to Barton Creek Landing Apartments being sold in April, 1995.

Property operating expenses decreased approximately $212,100 (35.7%) for
the nine months ended September 30, 1996 compared to 1995.  A decrease of
approximately $269,300 is primarily attributable to Barton Creek Landing
Apartments being sold.  This decrease was partially offset by increases is
property operating expenses at Oak View Apartments (approximately $25,900)
and at Meadowbrook Court Distribution Center (approximately $32,400).

The decrease in depreciation expense of approximately $162,100 (48.8%) for
the nine months ended September 30, 1996 compared to 1995 is primarily
attributable to: 1) the sale of Barton Creek Landing Apartments ($80,600);
and 2) less depreciation charged at the 1880 Country Farm Drive Facility
($79,100) due to the estimated fair value accounting in accordance with
SFAS No. 121. 

The decrease in interest expense of $128,490 for the nine months ended
September 30, 1996 as compared to 1995 is due to the note payable being
repaid in April, 1995.

Management fees paid to an affiliate of the General Partner decreased
approximately $42,200 (52.7%) for the nine months ended September 30, 1996
as compared to 1995.  This decrease is primarily attributable to 1) the
sale of Barton Creek Landing Apartments (approximately $32,600); 2) less
rental income at Oakview Apartments ($3,000); 3) less rental income at
Meadowbrook Court Distribution Center ($2,700); and 4) less rental income
at 1880 Country Farm Drive Facility ($3,800).

Professional services decreased approximately $19,300 (31.9%) for the nine
months ended September 30, 1996 as compared to 1995.  This decrease is
primarily due to a decrease in tax and audit fees incurred by the
consolidated joint venture which is no longer in existence. 

Early repayment of the note payable caused amortization of deferred
expenses to decrease by approximately $14,700 for the nine months ended
September 30, 1996 as compared to September 30, 1995. 

Operating income for the nine months ended September 30, 1996 as compared
to 1995 decreased by $611,718 to $477,133.

                                      14


<TABLE>

                                                       OCCUPANCY


The following is a listing of approximate occupancy levels by quarter for the partnership's investment properties:

<CAPTION>
                                                        1995                                   1996               
                                         -------------------------------------      ------------------------------
                                        At          At          At         At       At       At       At       At 
                                       3/31        6/30        9/30      12/31     3/31     6/30     9/30    12/31
                                       ----        ----        ----      -----     ----     ----    -----    -----
<S>                                  <C>         <C>         <C>        <C>       <C>      <C>      <C>     <C>   

Barton Creek Landing Apartments
  Austin, Texas. . . . . . . . .        96%         N/A         N/A        N/A      N/A      N/A      N/A

Oak View Apartments
  Augusta, Georgia . . . . . . .        98%         88%         87%        85%      96%      88%      77%

5521 Meadowbrook Court
  Distribution Center
  Rolling Meadows, Illinois. . .       100%        100%        100%       100%     100%      50%      50%

1880 Country Farm Drive
  Warehouse/Research Facility
  Naperville, IL . . . . . . . .       100%        100%        100%       100%     100%     100%      N/A

<FN>

An "N/A" indicates the property was not owned by the Partnership at the end of the quarter.

</TABLE>
                                                          15



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a)  EXHIBITS:  27.  Financial Data Schedule

   (b)  REPORTS ON FORM 8-K:  None















                                      16


                                  SIGNATURES

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

                        LINCAM PROPERTIES LTD. SERIES 85

                        By:    LINCAM PROPERTIES, INC.
                               Corporate General Partner

Date:  November 13, 1996       By:/s/ CHARLES C. KRAFT

                               Charles C. Kraft, Treasurer
                               Principal Financial Officer and 
                               Principal Accounting Officer


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

                        By:    LINCAM PROPERTIES, INC.
                               Corporate General Partner


Date:  November 13, 1996       By:/s/ GREGORY T. MUTZ

                               Gregory T. Mutz
                               Chairman and Director
                               Principal Executive Officer


Date:  November 13, 1996       By:/s/ JOHN E. ALLEN

                               John E. Allen
                               President and Director


Date:  November 13, 1996       By:/s/ CHARLES C. KRAFT

                               Charles C. Kraft, Treasurer
                               Principal Financial Officer and 
                               Principal Accounting Officer

                                      17



<TABLE> <S> <C>


<ARTICLE>  5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

       
<S>                   <C>
<PERIOD-TYPE>         9-MOS
<FISCAL-YEAR-END>     DEC-31-1996
<PERIOD-END>          SEP-30-1996

<CASH>                       12,077,323 
<SECURITIES>                       0    
<RECEIVABLES>                      0    
<ALLOWANCES>                       0    
<INVENTORY>                        0    
<CURRENT-ASSETS>             12,080,198 
<PP&E>                        6,511,043 
<DEPRECIATION>                1,864,344 
<TOTAL-ASSETS>               16,739,602 
<CURRENT-LIABILITIES>           201,124 
<BONDS>                            0    
<COMMON>                           0    
              0    
                        0    
<OTHER-SE>                   16,538,478 
<TOTAL-LIABILITY-AND-EQUITY> 16,739,002 
<SALES>                       6,575,000 
<TOTAL-REVENUES>              7,739,367 
<CGS>                         6,355,534 
<TOTAL-COSTS>                 7,442,768 
<OTHER-EXPENSES>                687,234 
<LOSS-PROVISION>                   0    
<INTEREST-EXPENSE>                 0    
<INCOME-PRETAX>                 296,599 
<INCOME-TAX>                       0    
<INCOME-CONTINUING>             296,599 
<DISCONTINUED>                     0    
<EXTRAORDINARY>                    0    
<CHANGES>                          0    
<NET-INCOME>                    296,599 
<EPS-PRIMARY>                     11.74 
<EPS-DILUTED>                     11.74 

        



</TABLE>


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