RESOURCES ACCRUED MORTGAGE INVESTORS LP SERIES 86
10-Q, 1996-11-14
FINANCE SERVICES
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                                  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 June 30, 1996

                                       OR

[   ]  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 0-15724


              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86
             (Exact name of registrant as specified in its charter)


        Delaware                                           13-3294835
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


411 West Putnam Avenue    Greenwich, CT                       06830
(Address of principal executive offices)                    (Zip Code)


                                 (203) 862-7000
              (Registrant's telephone number, including area code)



              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by checkmark  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 [   ]
<PAGE>
              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                         FORM 10-Q - SEPTEMBER 30, 1996



                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - September 30, 1996 and December 31, 1995


         STATEMENTS OF  OPERATIONS - For the three months  ended  September  30,
               1996 and 1995 and the nine months  ended  September  30, 1996 and
               1995


         STATEMENT OF PARTNERS' EQUITY - For the nine months ended September 30,
               1996

         STATEMENTS OF CASH FLOWS - For the nine months ended September 30, 1996
               and 1995


         NOTES TO FINANCIAL STATEMENTS 

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


PART II - OTHER INFORMATION

      ITEM 1  - LEGAL PROCEEDINGS

      ITEM 6  - EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES     
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS



              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                                 BALANCE SHEETS



                                                         September 30,      December 31,
                                                              1996             1995
                                                          ------------    ------------
<S>                                                       <C>             <C>
ASSETS

     Investments in mortgage loans (net of an allowance
        for loan losses of $18,976,460) ...............   $  4,753,348    $  4,753,348
     Cash and cash equivalents ........................      4,113,432       4,035,754
     Real estate - net ................................      3,671,594       3,737,816
      Other assets.....................................         47,229          38,842
                                                          ------------    ------------
                                                          $ 12,585,603    $ 12,565,760
                                                          ============    ============


LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Mortgage loan payable ............................   $  3,586,854    $  3,633,032
     Due to affiliates ................................      2,060,527       2,167,220
     Accounts payable and accrued expenses ............        303,130         208,745
                                                          ------------    ------------
            Total liabilities .........................      5,950,511       6,008,997
                                                          ------------    ------------

Commitments and contingencies

Partners' equity
     Limited partners' equity (330,004 units issued
        and outstanding) ..............................     10,427,439      10,353,026
     General partners' deficit ........................     (3,792,347)     (3,796,263)
                                                          ------------    ------------
            Total partners' equity ....................      6,635,092       6,556,763
                                                          ------------    ------------
                                                          $ 12,585,603    $ 12,565,760
                                                          ============    ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                            STATEMENTS OF OPERATIONS



                                                    For the three months ended    For the nine months ended
                                                            September 30,                  September 30,
                                                    --------------------------    --------------------------
                                                         1996           1995           1996           1995
                                                    -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>
Revenues
     Operating income ...........................   $   494,836    $   482,762    $ 1,359,418    $ 1,361,567
     Other income ...............................        64,316         25,421        138,915         49,371
     Short-term investment interest .............        48,104         60,907        143,354        154,268
                                                    -----------    -----------    -----------    -----------
                                                        607,256        569,090      1,641,687      1,565,206
                                                    -----------    -----------    -----------    -----------

Costs and expenses
     Operating expenses .........................       295,988        275,960        821,607        805,760
     Interest expense ...........................        85,348         86,769        257,139        261,303
     General and administrative expenses ........        74,656         91,701        225,250        286,102
     Asset management fees ......................        38,713         41,583        123,868        123,214
     Mortgage servicing fees ....................        23,663         29,464         69,272         98,863
     Depreciation expense .......................        22,222         22,007         66,222         66,018
     Provision for loan losses ..................          --        1,260,000           --        6,672,014
                                                    -----------    -----------    -----------    -----------
                                                        540,590      1,807,484      1,563,358      8,313,274
                                                    -----------    -----------    -----------    -----------
Net income (loss) ...............................   $    66,666    $(1,238,394)   $    78,329    $(6,748,068)
                                                    ===========    ===========    ===========    ===========

Net income (loss) attributable to
     Limited partners ...........................   $    63,333    $(1,176,474)   $    74,413    $(6,410,665)
     General partners ...........................         3,333        (61,920)         3,916       (337,403)
                                                    -----------    -----------    -----------    -----------
                                                    $    66,666    $(1,238,394)   $    78,329    $(6,748,068)
                                                    ===========    ===========    ===========    ===========


Net income (loss) per unit of limited partnership
     interest (330,004 units outstanding) .......   $      0.19    $     (3.57)   $      0.22    $    (19.43)
                                                    ===========    ===========    ===========    ===========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                          STATEMENT OF PARTNERS' EQUITY


                                          General        Limited        Total
                                         Partners'      Partners'     Partners'
                                          Deficit         Equity        Equity
                                        -----------    -----------   -----------
<S>                                     <C>            <C>           <C>
Balance, January 1, 1996 ............   $(3,796,263)   $10,353,026   $ 6,556,763

Net income for the nine months ended
    September 30, 1996 ..............         3,916         74,413        78,329
                                        -----------    -----------   -----------
Balance, September 30, 1996 .........   $(3,792,347)   $10,427,439   $ 6,635,092
                                        ===========    ===========   ===========


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                            STATEMENTS OF CASH FLOWS

                                                                      For the nine months ended
                                                                             September 30,
                                                                      --------------------------
                                                                           1996          1995
                                                                      -----------    -----------
 INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS
<S>                                                                   <C>            <C>
Cash flows from operating activities
     Net income (loss) ............................................   $    78,329    $(6,748,068)
     Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities
            Depreciation ..........................................        66,222         66,018
            Deferred asset management and
                mortgage servicing fees, net of
                payments made .....................................      (106,693)      (265,520)
            Provision for loan losses .............................          --        6,672,014
     Changes in assets and liabilities
        Other assets ..............................................        (8,387)       (12,452)
        Accounts payable and accrued expenses .....................        94,385         55,124
                                                                      -----------    -----------

                Net cash provided by (used in) operating activities       123,856       (232,884)
                                                                      -----------    -----------

Cash flows from investing activities
     Additions to real estate .....................................          --          (11,878)
                                                                      -----------    -----------
Cash flows from financing activities
     Principal payments on mortgage loan payable ..................       (46,178)       (46,490)
                                                                      -----------    -----------
Net increase (decrease) in cash and cash equivalents ..............        77,678       (291,252)


Cash and cash equivalents, beginning of period ....................     4,035,754      4,241,885
                                                                      -----------    -----------

Cash and cash equivalents, end of period ..........................   $ 4,113,432    $ 3,950,633
                                                                      ===========    ===========

Supplemental disclosure of cash flow information
     Interest paid ................................................   $   257,139    $   261,303
                                                                      ===========    ===========

</TABLE>
<PAGE>
              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                          NOTES TO FINANCIAL STATEMENTS


                                                                                
1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of normal recurring accruals) necessary for a fair presentation of such
         financial  information have been included.  The accompanying  financial
         statements, footnotes and discussion should be read in conjunction with
         the financial  statements,  related footnotes and discussions contained
         in the  Resources  Accrued  Mortgage  Investor  L.P.  - Series  86 (the
         "Partnership")  annual report on Form 10-K for the year ended  December
         31, 1995. The results of operations for the nine months ended September
         30, 1996 are not  necessarily  indicative of the results to be expected
         for the full year.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Investments in mortgage loans

         The Partnership principally invested in nonrecourse, zero coupon junior
         mortgage loans on properties owned or acquired by limited  partnerships
         sponsored by affiliates of the General Partners.  These loans generally
         contain   provisions   whereby  the  Partnership  may  be  entitled  to
         additional interest represented by participation in the appreciation of
         the underlying property.

         The  Partnership  accounts for its  investments in mortgage loans under
         the following methods:

               Investment method

               Mortgage loans representing transactions in which the Partnership
               is considered to have  substantially the same risks and potential
               rewards as the borrower are accounted for as  investments in real
               estate  rather  than as  loans.  Although  the  transactions  are
               structured  as  loans,  due  to the  terms  of  the  zero  coupon
               mortgage,  it is not readily  determinable  at inception that the
               borrower  will  continue to maintain a minimum  investment in the
               property.  Under this method of accounting,  the Partnership will
               recognize  as revenue  the lesser of the  amount of  interest  as
               contractually  provided for in the mortgage loan, or its pro rata
               share of the actual cash flow from  operations of the  underlying
               property  inclusive of depreciation  and interest  expense on any
               senior indebtedness.

               Interest method

               Under  this  method of  accounting,  the  Partnership  recognizes
               revenue as interest income over the term of the mortgage loans so
               as to produce a constant periodic rate of return. Interest income
               will not be recognized as revenue  during periods where there are
               concerns  about the ultimate  realization of the interest or loan
               principal.
<PAGE>
2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Allowance for loan losses

         An  allowance  for loan  losses is  established  based upon a quarterly
         review of each of the mortgage loans in the Partnership's portfolio. In
         performing   the  review,   management   considers  the  estimated  net
         realizable  value of the mortgage  loan or  collateral as well as other
         factors,  such as the current  occupancy,  the amount and status of any
         senior debt, the prospects for the property and the economic  situation
         in the region where the property is located. Because this determination
         of net realizable  value is based upon  projections of future  economic
         events which are inherently subjective, the amounts ultimately realized
         at  disposition  may differ  materially  from the carrying  value as of
         September 30, 1996.

         The allowance is  inherently  subjective  and is based on  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future  conditions.  The Partnership may provide  additional  losses in
         subsequent years and such provisions could be material.

         An  allowance  for loan losses was not  recorded  for the three  months
         ended  September  30,  1996.  An  allowance  was recorded for the three
         months ended September 30, 1995 (see Note 4).

         Depreciation

         Depreciation is computed using the straight-line method over the useful
         life of the property,  which is estimated to be 40 years.  The original
         cost of the  property  is equal  to the  carrying  value  of the  first
         mortgage loan at the time of the  foreclosure.  Repairs and maintenance
         are charged to operations as incurred.

         Impairment of assets

         In  March  1995,  the  Financial   Accounting  Standards  Board  issued
         Statement #121, "Accounting for the Impairment of Long-Lived Assets and
         for Long-Lived Assets to Be Disposed of" ("SFAS #121"). The adoption of
         the statement was required for fiscal years  beginning  after  December
         15, 1995. The Partnership  implemented  SFAS #121 beginning  January 1,
         1996. The implementation of SFAS #121 did not result in a write-down of
         the Partnership's assets.

         Under SFAS #121 the initial test to determine if an  impairment  exists
         is to compute the recoverability of the asset based on anticipated cash
         flows (net realizable  value) compared to the net carrying value of the
         asset.  If  anticipated  cash  flows  on  an  undiscounted   basis  are
         insufficient  to  recover  the net  carrying  value  of the  asset,  an
         impairment loss should be recognized, and the asset written down to its
         estimated  fair  value.  The fair  value of the asset is the  amount by
         which  the  asset  could be  bought  or sold in a  current  transaction
         between willing parties, that is, other than in a forced or liquidation
         sale.  The net  realizable  value of an asset will generally be greater
         than its fair value because net realizable value does not discount cash
         flows  to  present  value  and   discounting  is  usually  one  of  the
         assumptions  used  in  determining  fair  value.  The  write-downs  for
         impairment  do  not  affect  the  tax  basis  of  the  assets  and  the
         write-downs are not included in the  determination of taxable income or
         loss.
<PAGE>
2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Impairment of assets (continued)

         Because the  determination  of both net realizable value and fair value
         is based upon  projections of future  economic  events such as property
         occupancy  rates,  rental rates,  operating  cost  inflation and market
         capitalization  rates  which are  inherently  subjective,  the  amounts
         ultimately  realized at disposition may differ  materially from the net
         carrying  value  as of  September  30,  1996.  The cash  flows  used to
         determine fair value and net  realizable  value are based on good faith
         estimates  and   assumptions   developed  by  management.   Inevitably,
         unanticipated  events and  circumstances may occur and some assumptions
         may not  materialize;  therefore  actual  results  may  vary  from  our
         estimate and the variances may be material. The Partnership may provide
         additional  losses in  subsequent  years if the real  estate  market or
         local  economic   conditions  change  and  such  write-downs  could  be
         material.

         A write-down for impairment was not recorded for the three months ended
         September 30, 1996 or 1995.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The Investment General Partner of the Partnership,  RAM Funding,  Inc.,
         and the  Administrative  General Partner,  Resources  Capital Corp. are
         wholly-owned  subsidiaries of Presidio Capital Corp. ("Presidio").  The
         Associate  General  Partner of the Partnership is Presidio AGP Corp., a
         Delaware Corporation,  also a wholly owned subsidiary of Presidio.  The
         General  Partners and certain of their  affiliates are general partners
         in several other limited  partnerships  which are also  affiliated with
         Presidio,  and which are engaged in businesses  that are, or may in the
         future,  be  in  direct  competition  with  the  Partnership.   Wexford
         Management LLC  ("Wexford"),  a company  controlled by certain officers
         and  directors  of Presidio,  performs  management  and  administrative
         services for Presidio and its direct and indirect  subsidiaries as well
         as the  Partnership.  During the three and nine months ended  September
         30, 1996,  reimbursable expenses to Wexford by the Partnership amounted
         to $16,123  and  $46,445,  respectively.  Wexford is engaged to perform
         similar  services for other similar entities that may be in competition
         with the Partnership.

         The  Administrative  General  Partner is  entitled  to receive an asset
         management  fee  for  services  rendered  in  the   administration  and
         management of the Partnership's operations equal to 1/4 of 1% per annum
         of the Net Asset  Value of the  Partnership,  as defined in the Amended
         and Restated Agreement of Limited Partnership (the "Limited Partnership
         Agreement").  Payment of the asset  management  fee is  deferred  until
         commencement  of the disposition of the  Partnership's  mortgage loans,
         with  interest  on the amount  deferred  at 10% per  annum,  compounded
         annually.   The  Administrative  General  Partner  earned  $38,713  and
         $41,583,  including  accrued  interest  of $38,544  and $37,852 for the
         three months ended September 30, 1996 and 1995, respectively.
<PAGE>
3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         The  Administrative  General  Partner  is also  entitled  to  receive a
         mortgage  servicing fee at an annual rate of 1/4 of 1% per annum of the
         principal balance of the Partnership's  mortgage loans outstanding from
         time to time.  Payment of the mortgage  servicing fee is deferred until
         disposition  of the  applicable  mortgage  loan,  with  interest on the
         amount   deferred   at  10%  per  annum,   compounded   annually.   The
         Administrative  General  Partner earned $23,663 and $29,464,  including
         accrued  interest of $13,468 and  $17,541  for the three  months  ended
         September 30, 1996 and 1995, respectively.

         In March 1995,  the  Administrative  General  Partner was paid $75,919,
         $69,118, $29,219 and $137,918, which represented the mortgage servicing
         fees  previously  accrued and  associated  with the  Berkeley  Western,
         Southern  Inns,  Brentwood  Place and  Boram  Loans,  respectively.  In
         September 1995, the  Administrative  General Partner was paid $175,423,
         which  represented the mortgage  servicing fee previously  accrued with
         the LAX loan. In February 1996, the Administrative  General Partner was
         paid $86,827 which  represented  the mortgage  servicing fee previously
         accrued  for  the  Research   Triangle   Loan.  In  August  1996,   the
         Administrative  General  Partner was paid  $134,953 and $78,054,  which
         represented the asset management fee previously  accrued and associated
         with the Lenox and Tri-State loans, respectively.

         Amounts due to affiliates for asset  management and mortgage  servicing
         fees, consist of the following:
<TABLE>
<CAPTION>

                                                  September 30,     December 31,
                                                      1996               1995
                                                   ----------         ----------
<S>                                                <C>                <C>
Asset management fee .....................         $1,508,340         $1,597,478
Mortgage servicing fee ...................            552,187            569,742
                                                   ----------         ----------

                                                   $2,060,527         $2,167,220
                                                   ==========         ==========
</TABLE>

         The General Partners collectively are allocated 5% of the net income or
         loss  of  the   Partnership   and  are   entitled   to  receive  5%  of
         distributions.  Such amounts are allocated or  distributed  4.8% to the
         Administrative General Partner, 0.1% to the Investment General Partner,
         and 0.1% to the Associate  General Partner.  For the three months ended
         September  30,  1996  and  1995  the  Administrative  General  Partner,
         Investment General Partner and Associate General Partner were allocated
         net income (loss) of $3,199,  $67 and $67 and  $(59,444),  $(1,238) and
         $(1,238), respectively.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES

         The Partnership  invested in nonrecourse,  zero-coupon  junior mortgage
         loans.  Collection of amounts due on the Partnership's  junior mortgage
         loans  is  solely  dependent  upon  the  sale  or  refinancing  of  the
         underlying   properties   at  amounts   sufficient   to   satisfy   the
         Partnership's  mortgage  loans,  after  payment of the senior  mortgage
         notes owned by unaffiliated third parties.

         The properties which  collateralize  the  Partnership's  mortgage loans
         have experienced varying degrees of operating  problems.  The San Diego
         Century  Park,  Clovine,  Park Place,  Lenox  Towers and LAX loans were
         ultimately  lost when the senior  lenders  foreclosed on the properties
         securing  the  Partnership's   mortgage  loans.  The  Brentwood  Place,
         Berkeley  Western and Boram loans have been  restructured  to allow the
         Partnership  a possible  equity  participation  in the future  sales or
         refinancing of the properties. The 595 Madison and Bellekirk loans were
         repaid.  The Research  Triangle loan was exchanged for a  participating
         interest in the cash flows from the senior loan on the property.

         The  Partnership  has  provided  for  these   contingencies,   in  some
         circumstances,  by  establishing  an  allowance  for loan losses on its
         entire investment.

         Research Triangle loan

         The  Complex  securing  the  Research  Triangle  loan ("RT  Loan"),  is
         operating with positive cash flow and is presently meeting all its debt
         service  requirements.  The RT Loan and the Senior Wrap  Mortgages were
         due to mature  January 1, 1996. The Senior Wrap Mortgages are currently
         being negotiated to extend the maturity dates.  While  negotiations are
         in progress,  Research  Triangle  Associates  ("RT"),  the owner of the
         property secured by the loan,  continues to make debt service payments.
         Currently,  leases with IBM account for over 70% of the leased space at
         the property and are due to expire in 1997. Since  refinancing would be
         difficult  without a longer lease  commitment from IBM, the Partnership
         ceased accruing interest during 1993. Due to the uncertainty associated
         with the ultimate  recoverability of the RT Loan, an additional reserve
         for loan losses in the amount of  $2,360,000  was  established  for the
         quarter ended March 31, 1995.

         On August 1, 1995 (the "Closing Date"), the Partnership  entered into a
         Loan Acquisition and Participation Agreement (the "Agreement") with the
         owner of the Senior Wrap Mortgages,  TEER Associates ("Teer"),  whereas
         the  Partnership  conveyed  its  interest  in the RT  Loan  to  Teer in
         consideration  of the grant of a RAM  Participation  Interest.  The RAM
         Participation  Interest is a twenty (20%) percent undivided interest in
         (i) the Wrap  Cash  Flow,  which  is all  amounts  received  by Teer on
         account of the Senior Wrap  Mortgages  reduced by the sum of the senior
         loan payments and the amount of all reimbursable  expenses attributable
         to the Senior Wrap  Mortgages and (ii) the RAM Cash Flow,  which is all
         amounts  received  by Teer  under the RT Loan  reduced by the amount of
         reimbursable  expenses  attributable  to  the  RT  Loan.   Reimbursable
         expenses  are  costs  and  expenses  of Teer  in  connection  with  the
         performance  of all  obligations  under the  Agreement,  including  the
         collection  and  enforcement  of the Senior Wrap  Mortgages  and the RT
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         Research Triangle loan (continued)

         Loans, the  preservation of the collateral,  the filing and prosecution
         of a  complaint  with  respect to any of the above  matters,  etc.  The
         Partnership  granted Teer an option to purchase  the RAM  Participation
         Interest.  Teer may exercise  the purchase  option at any time from the
         Closing Date through the third  anniversary  of the Closing  Date.  The
         option prices are as follows: (i) on or prior to the first anniversary,
         an amount equal to $1,750,000  (including cash payments received by the
         Partnership on the account of the RAM Participation Interest during the
         period  following  the  Closing  Date),  (ii) on or prior to the second
         anniversary,  an amount equal to  $2,200,000  (including  cash payments
         made on  account  of the RAM  Participation  Interest  after  the first
         anniversary  date),  (iii)  on or prior to the  third  anniversary,  an
         amount equal to $2,600,000  (including cash payments made on account of
         the RAM Participation Interest after the second anniversary date).

         As a result of this  transaction  and an  analysis  of the value of the
         investment, an allowance for loan losses was recorded on the RT Loan in
         the  amount  of  $1,260,000.  The  property  securing  the RT Loan  was
         appraised in August 1995, and valued at $45,000,000.  The Partnership's
         20%  interest  in the  excess  of market  value  over the  Senior  Wrap
         Mortgage amounted to approximately $1,360,000. The carrying value prior
         to the additional allowance was approximately $2,620,000,  resulting in
         a $1,260,000 allowance in August 1995.

         Pike Creek loan

         The property  securing the Pike Creek loan is currently  operating with
         positive  cash  flow  and is  meeting  all debt  service  requirements.
         However,  a second  mortgage,  which requires no debt service  payments
         until  maturity,  matured at the end of 1995.  A first  mortgage  loan,
         which has a principal balance of approximately $12,850,000,  matured on
         February  15,  1996.  Big Valley  Associates  ("BV"),  the owner of the
         property  securing the Pike Creek Loan,  is currently  trying to obtain
         replacement debt.  Negotiations are currently under way to refinance or
         otherwise  restructure  the mortgages.  The  Partnership had determined
         during 1993 that interest on this loan should not be accrued.

         Due to the uncertainty  associated with the ultimate  collectibility of
         the Pike Creek  loan,  an  allowance  for loan  losses in the amount of
         $946,000 was recorded  during  March 1995,  which  reduced the carrying
         value of the loan to $1,050,832.

         Stockfield loan

         The  property  securing  the  Stockfield  loan is 96% occupied by Shell
         California  Productions,  Inc.  ("Shell").  The Shell lease  expires in
         August 1999,  approximately  three years after the first  mortgage loan
         which  matured  on April 1, 1996 and  approximately  one year after the
         Partnership's  loan  matures  on  March  31,  1998.   Negotiations  are
         currently  under way to refinance or  otherwise  restructure  the first
         mortgage. Stockfield is currently making debt service payments while in
         negotiations.  Shell is presently paying rent that exceeds market rates
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
        
         for the area.  Shell is unlikely to exercise its renewal option without
         renegotiating  the  rental  downward  to  market  rates and may make no
         decision with respect to renewal  before the  Stockfield  loan matures.
         These  factors  are  likely to  hinder  Stockfield  Associates  Limited
         Partnership ("Stockfield"), the owner of the property which secures the
         Stockfield loan, in its ability to obtain refinancing. As a result, the
         Partnership   decided  in  1993  to  cease  accruing  interest  on  the
         Stockfield loan.

         Due to the uncertainty  associated with the ultimate  collectibility of
         the  Stockfield  loan, an  additional  allowance for loan losses in the
         amount of $2,106,000 was  established in March 1995,  which reduced the
         carrying value of the loan to $2,340,260.

         West Palm loan

         A second mortgage loan in the original  principal  amount of $9,200,000
         was made to West Palm Associates  Limited  Partnership ("West Palm"), a
         privately syndicated limited partnership  sponsored by Integrated.  The
         loan is secured by a 582 unit apartment  complex known as the West Palm
         and is located in Los Angeles,  California.  The first mortgage is held
         by John Hancock Life Insurance Company ("Hancock").

         The first mortgage matured in December 31, 1995, since which time, West
         Palm has been  engaged in  extensive  negotiations  with  Hancock in an
         effort to obtain a long term  restructuring.  Hancock was  unwilling to
         modify the first mortgage and on July 1, 1996, declared the mortgage to
         be in default,  and informed West Palm that it would  immediately  seek
         the appointment of a receiver and begin foreclosure  proceedings.  As a
         result,  on July 2, 1996, West Palm filed for protection  under Chapter
         11 of the  United  States  Bankruptcy  Code.  West  Palm  is  currently
         attempting to restructure  the Hancock  Mortgage and the  Partnership's
         second mortgage.  Although the Bankruptcy  protection enables West Palm
         to avoid an imminent  foreclosure,  there can be no assurance that West
         Palm  will  be  able  to  successfully  restructure  its  debt  service
         obligations on either mortgage. The Partnership had reserved the entire
         carrying  value  of the West  Palm  loan in 1993.  The  Partnership  is
         currently  preparing  a proof of claim for all  outstanding  principal,
         accrued interest,  prepayment  penalties,  additional  interest and all
         other costs and obligations of West Palm to the Partnership.
<PAGE>
4     INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

      Information  with  respect to the  Partnership's  investments  in mortgage
loans is as follows:
<TABLE>
<CAPTION>
                                                                                                                         Date       
                                            Interest     Compound            Loan                   Maturity         Prepayment is  
          Description                         Rate        Period             Date                     Date            Permissable   
          -----------                         ----        ------             ----                     ----            -----------   
<S>                                          <C>          <C>            <C>                    <C>                <C>             
Office Buildings                                                                                     
Berkeley Western (n)                         14.50%       Annual         December 20, 1985            (n)              (n)      
     Berkely, CA                                                                                     
Stockfield Associates (b) (c)                14.50%       Annual         April 1, 1986          March 31, 1998     April 1, 1996 
     Bakersfield, CA                                                                                 
San Diego Associates (e)                     13.40%       Monthly        June 10, 1987                (e)              (e)      
     San Diego, CA                                                                                   
Airport Center (g) (l)                       13.46%       Monthly        January 1, 1988              (l)              (l)      
     Los Angeles, CA                                                                                 
Clovine (h)                                  13.46%       Monthly        January 1, 1988              (h)              (h)      
     Cincinnati, OH                                                                                  
Research Triangle (d) (o)                    13.675%      Monthly        January 1, 1988              (f)              (f)      
     Raleigh Durham, NC                                                                              
Lenox Towers (m)                             13.46%       Monthly        August 26, 1988              (m)              (m)      
     Atlanta, GA                                                                                     
                                                                                                     
Shopping Centers                                                                                     
Big Valley Associates (d)                    13.40%       Monthly        December 16, 1987      December 31, 1999  January 1, 1997
     Wilmington, DE                                                                                  
B.P. Associates (g)                          13.40%       Monthly        January 7, 1988              (g)              (g)      
     Brentwood, TN                                                                                   
Boram (j)                                    14.50%       Annual         February 12, 1988            (j)              (j)      
     Shreveport, LA                                                                                  
Park Place (k)                               13.46%       Monthly        February 24, 1988            (k)              (k)      
     Memphis, TN                                                                                     
                                                                                                     
<PAGE>
<CAPTION>
                                                                                            From Inception through       
                                          Mortgage                      Mortgage                 Sept. 30, 1996          
                                           Amount       Purchased      Placement      Income          Write     
          Description                     Advanced       Interest        Fee         Recognized        Off           Reserves 
          -----------                     --------        --------       ---         ----------        ---           --------
<S>                                    <C>               <C>          <C>           <C>          <C>             <C>
Office Buildings                      
Berkeley Western (n)                    2,250,000         $94,079     $ 137,483     $    -       $ (2,481,562)      $     -        
     Berkely, CA                                                                                                                  
Stockfield Associates (b) (c)           4,200,000         137,142       254,378        89,000           -            (2,340,260)  
     Bakersfield, CA                                                                                                              
San Diego Associates (e)                4,200,000         100,049       252,198       140,543      (4,692,790)             -      
     San Diego, CA                                                                                                                
Airport Center (g) (l)                   6,500,000           -          381,232          -         (6,881,232)             -      
     Los Angeles, CA                                                                                                              
Clovine (h)                             5,000,000            -          293,255     1,471,041      (6,764,296)             -      
     Cincinnati, OH                                                                                                               
Research Triangle (d) (o)               3,000,000            -          175,953     2,068,560           -            (3,882,257)  
     Raleigh Durham, NC                                                                                                           
Lenox Towers (m)                        6,045,832            -          354,594          -         (6,400,426)             -      
     Atlanta, GA                                                                                                                  
                                                                                                                                  
Shopping Centers                                                                                                                  
Big Valley Associates (d)                                                                                                         
     Wilmington, DE                       975,000            -           57,185     1,069,479           -            (1,050,832)  
B.P. Associates (g)                                                                                                               
     Brentwood, TN                      1,900,000            -          111,437        69,693     (2,081,130)              -      
Boram (j)                                                                                                                         
     Shreveport, LA                     6,900,000            -          404,692       863,769     (8,168,461)              -      
Park Place (k)                                                                                                                    
     Memphis, TN                        3,030,000            -          177,713          -        (3,207,713)              -      
                                                                                                                                  

<PAGE>
<CAPTION>
                                                                                       Contractual
                                                        Carrying value                  Balance (a)
                                                  Sept. 30,        Dec. 31,      Sept. 30,        Dec. 31,
          Description                               1996             1995         1996             1995
          -----------                               ----             ----         ----             ----
<S>                                             <C>               <C>            <C>            <C>              
Office Buildings                
Berkeley Western (n)                            $     -           $    -              (n)           (n)          
     Berkely, CA                                                                                           
Stockfield Associates (b) (c)                    2,340,260         2,340,260      17,464,893    15,751,877       
     Bakersfield, CA            
San Diego Associates (e)                                                 
     San Diego, CA                                    -                -              (e)           (e)  
Airport Center (g
     Los Angeles, CA                                  -                -              (l)           (l)          
Clovine (h)                                                            
     Cincinnati, OH                                   -                -              (h)           (h)          
Research Triangle (d) (o)                                              
     Raleigh Durham, NC                                                
Lenox Towers (m)                                 1,362,256         1,362,256          (f)           (f)          
     Atlanta, GA                                                       
                                                      -                -              (m)           (m)          
Shopping Centers                                                       
Big Valley Associates (d)                                              
     Wilmington, DE                              1,050,832         1,050,832       3,128,908     2,831,314       
B.P. Associates (g)                                                    
     Brentwood, TN                                    -                -              (g)           (g)          
Boram (j)                                                               
     Shreveport, LA                                   -               -               (j)           (j)          
Park Place (k)                                                         
     Memphis, TN                                      -               -               (k)           (k)          
                                                                       
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                         Date       
                                            Interest     Compound            Loan                   Maturity         Prepayment is  
          Description                         Rate        Period             Date                     Date            Permissable   
          -----------                         ----        ------             ----                     ----            -----------   
<S>                                          <C>          <C>            <C>                    <C>                <C>             
Residential                             
West Palm (c)                                13.46%        Monthly       June 16, 1988          July 1, 2000       July 1, 1997   
     Los Angeles, CA                    
Belekirk Associates (f)                      14.25%        Annual        September 3,1987           (f)                (f)
     Seattle, WA                        
                                        
Industrial/Commercial                   
Tri-State (b) (c)                            13.46%        Monthly       June 22, 1988          June 30, 2000     July 1, 1997      
     Kentucky, Nebraska, Pennsylvania   
Southern Inns, (i)                           13.46%        Monthly       June 29, 1988              (i)                (i)          
     North and South Carolina, Virginia                                                                                      
                                                                   

<PAGE>
<CAPTION>
                                                                                               From Inception through       
                                          Mortgage                        Mortgage                  Sept. 30, 1996          
                                           Amount         Purchased       Placement      Income          Write     
          Description                     Advanced         Interest        Fee         Recognized        Off           Reserves 
          -----------                     --------         --------        ---         ----------        ---           --------
<S>                                      <C>                <C>         <C>             <C>            <C>             <C>
Residential                          
West Palm (c)                            $  9,200,000      $  -         $  539,589     $    -         $     -         $ (9,739,589) 
   Los Angeles, CA                   
Belekirk Associates (f)                     1,000,000         -             58,651       866,498       (1,925,149)            -     
   Seattle, WA                       
                                     
Industrial/Commercial                
Tri-State (b) (c)                           1,800,000         -            105,572        57,950           -           (1,963,522) 
   Kentucky, Nebraska, Pennsylvania  
Southern Inns, (i)                          4,000,000         -            234,604          -          (4,234,604)           -    
   North and South Carolina, Virginia    
                                         ------------      --------     ----------     ----------     ------------    ------------
                                         $ 60,000,832      $331,270     $3,538,536     $6,696,533     $(46,837,363)   $(18,976,460) 

<PAGE>
<CAPTION>
                                                                                    Contractual
                                                     Carrying value                  Balance (a)
                                               Sept. 30,        Dec. 31,      Sept. 30,        Dec. 31,
          Description                             1996           1995         1996             1995
          -----------                               ----         ----         ----             ----
<S>                                             <C>               <C>            <C>            <C>                                 
Residential                                                                                                     
West Palm (c)                                  $  -               $  -            $27,858,908   $25,198,003              
   Los Angeles, CA                    
Belekirk Associates (f)                           -                  -                 -            -
   Seattle, WA          
                                      
Industrial/Commercial                 
Tri-State (b) (c)                                 -                  -              5,446,280    4,926,086
   Kentucky, Nebraska, Pennsylvania   
Southern Inns, (i)                                -                  -                (i)          (i)
   North and South Carolina, Virginia 
                                                4,753,348           4,753,348      53,898,989   48,707,280

Less Allowance for Loan Losses

Net carrying value

</TABLE>
<PAGE>
(a) Contractual  balance represents the amount to be paid by the borrower if the
loan were liquidated as of December 31, of each year,  including  principal plus
interest  earned to such  date.  These  balances  are  given  for  informational
purposes only.

(b) The Partnership may be entitled to additional  interest in the  appreciation
of property,  which additional interest is subordinated to a specified return to
the borrowers.

(c) These loans are accounted for under the investment method.

(d) These loans are accounted for under the interest method.

(e) The property  securing this loan was foreclosed upon by the senior lender on
December 30, 1991 and the Partnership lost its entire investment in this loan.

(f) This loan was prepaid on July 2, 1992. The Partnership  recognized income of
$866,498.
 
(g) In December  1992, a Plan of  Reorganization  was  confirmed  as  previously
discussed and the Partnership received Equity Participation Certificates.

(h) The property  securing this loan was foreclosed upon by the senior lender on
January 13, 1993. The Partnership lost its entire investment in this loan.

(i) In April 1993,  the  Partnership  acquired a property,  through  foreclosure
replacing the original loan. The  Partnership  recognized  income of $235,644 in
1993, as previously mentioned.

(j) In  July  1993,  the  loan  was  restructured.  The  Partnership  now  has a
participating  interest  in  a  future  sale  of  the  Property,  as  previously
discussed.

(k) The property  securing this loan was foreclosed upon by the senior lender on
January 13, 1994. The Partnership lost its entire investment in this loan.

(l) The property  securing this loan was foreclosed upon by the senior lender on
July 26, 1995. The Partnership lost its entire investment in this loan.

(m) The property  securing this loan was foreclosed upon by the senior lender on
April 5, 1994. The Partnership lost its entire investment in this loan.

(n) In November 1994, a Plan of Reorganization was confirmed which converted the
Partnership's  original  investment  into a note for $550,000 and  participating
interest in the future sale of the property.

(o) During 1995, the Partnership  conveyed its interest in this loan in exchange
for a  participation  interest  in the cash  flow of the  Senior  Wrap  Mortgage
holder.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         A summary of mortgage activity is as follows:

<TABLE>
<CAPTION>

                                                   September 30, 1996                              December 31, 1995
                                    ---------------------------------------------   -----------------------------------------------
                                      Investment        Interest       Investment      Interest
                                         Method           Method          Total          Method            Total            Total
                                     ------------    ------------    ------------    ------------     ------------     ------------
<S>                                  <C>             <C>             <C>             <C>              <C>              <C>
Opening balance .................    $  2,340,260    $  2,413,088    $  4,753,348    $  4,446,494     $  6,978,868     $ 11,425,362
Provision for loan losses .......            --              --              --        (2,106,234)      (4,565,780)      (6,672,014)
                                     ------------    ------------    ------------    ------------     ------------     ------------

  Ending balance ................    $  2,340,260    $  2,413,088    $  4,753,348    $  2,340,260     $  2,413,088     $  4,753,348
                                     ============    ============    ============    ============     ============     ============

</TABLE>
5        REAL ESTATE

         On April 1, 1993 the  Partnership  acquired  title by  foreclosure  and
         assumed ownership  responsibilities  of a hotel property,  the Richmond
         Comfort Inn Executive Center, located in Richmond,  Virginia, which was
         part of the Partnership's collateral for the Southern Inns loan.

         The Partnership had originally loaned Southern Inns $4,000,000  secured
         by seven  properties,  one of which  was this  hotel.  The  Partnership
         acquired  title by  foreclosure  to this  property  subject  to a first
         mortgage.  The Partnership has recorded the land and buildings acquired
         by the  foreclosure  at an  initial  cost equal to the  existing  first
         mortgage.  The operating income and expenses of the hotel are reflected
         in the statements of operations.

         A summary of the Partnership's real estate is as follows:

<TABLE>
<CAPTION>
                                                 September 30,      December 31,
                                                     1996               1995
                                                 -----------        -----------
<S>                                              <C>                <C>
Land .....................................       $   444,700        $   444,700
Buildings and improvements ...............         3,531,652          3,531,652
                                                 -----------        -----------
                                                   3,976,352          3,976,352
Less: accumulated depreciation ...........          (304,758)          (238,536)
                                                 -----------        -----------

                                                 $ 3,671,594        $ 3,737,816
                                                 ===========        ===========
</TABLE>
         The land,  building and improvements  are pledged to collateralize  the
mortgage loan payable.
<PAGE>
6        MORTGAGE LOAN PAYABLE

         In connection  with the  foreclosure  of the Richmond  Comfort Inn, the
         Partnership  acquired the property subject to a $4,000,000  nonrecourse
         promissory note secured by a first mortgage on the hotel property.  The
         mortgage  note has a current  balance of  $3,586,854  at September  30,
         1996. Interest rates on the loan are adjustable every five years with a
         current  interest rate of 9.49%  effective  through April 1, 1997.  The
         interest  rate on the loan is based on a 2%  premium  over the  Federal
         Home Loan Bank of Atlanta Five Year  Advance  Rate.  The loan  requires
         monthly  payments of interest and principal.  Interest  expense for the
         three months ended September 30, 1996 amounted to $85,348.  The loan is
         held by the  Resolution  Trust  Company and the lender is  permitted to
         accelerate  the note as of April 1,  1997,  and  thereafter  with  nine
         months  notice.  The loan  matures on  February 1, 2016.  A  prepayment
         penalty of 2%,  reducing to 1%, exists for the first two years after an
         interest rate change.

7        COMMITMENTS AND CONTINGENCIES

         Legal proceedings

         HEP Action

         On or about May 11, 1993,  three public real estate  partnerships  (the
         "HEP  Partnerships")  including High Equity Partners,  L.P. - Series 86
         ("HEP-86"),  in which  the  Administrative  General  Partner  is also a
         General  Partner,  were advised of the existence of an action (the "B&S
         Litigation")  in which a complaint (the "HEP  Complaint")  was filed in
         the Superior  Court for the State of  California  for the County of Los
         Angeles (the "Court") on behalf of a purported class  consisting of all
         of the purchasers of limited partnership interests in HEP-86.

         On April 7,  1994  Plaintiffs  were  granted  leave to file an  amended
         complaint (the "Amended  Complaint").  The amended  complaint  asserted
         claims  against the  Administrative  General  Partner,  certain  former
         officers  of the  Administrative  General  Partner,  and  other  former
         subsidiaries of Integrated and a number of other defendants,  including
         certain former officers of Integrated.

         On July 19, 1995,  the Court approved the B&S Litigation and approved a
         form of notice (the "Notice") concerning such proposed  settlement.  In
         response to the Notice,  approximately  1.1% of the limited partners of
         the three HEP Partnerships  requested exclusion and 15 limited partners
         filed written objections to the settlement.  The California  Department
         of  Corporations   also  sent  a  letter  to  the  Court  opposing  the
         settlement.  Five objecting  limited  partners,  represented by two law
         firms,  also made motions to intervene so they could  participate  more
         directly in the action.  The motions to  intervene  were granted by the
         Court on September 14, 1995.

         In   October   and   November    1995,    the    attorneys    for   the
         plaintiffs-intervenors conducted extensive discovery. At the same time,
         there were continuing negotiations concerning possible revisions to
         the proposed settlement.
<PAGE>
7        COMMITMENTS AND CONTINGENCIES (continued)

         Legal proceedings (continued)

         HEP Action (continued)

         On November  30,  1995,  the original  plaintiffs  and the  intervening
         plaintiffs filed a Consolidated  Class and Derivative  Action Complaint
         ("Consolidated Complaint") against the General Partners alleging, among
         other  things,  breach of fiduciary  duties,  breach of  contract,  and
         negligence.

         On or about January 31, 1996, the parties to the B&S Litigation  agreed
         upon a revised settlement,  which would be significantly more favorable
         to the HEP limited  partners than the previously  proposed  settlement.
         The revised settlement proposal,  like the previous proposal,  involves
         the  reorganization  of the HEP Partnership  (the "Revised  Exchange").
         Upon the effectuation of the Revised Exchange, the B&S Litigation would
         be dismissed with prejudice.

         On  February  8, 1996,  at a hearing  on  preliminary  approval  of the
         revised  settlement,  the  Court  determined  that in light of  renewed
         objections  to  the   settlement  by  the   California   Department  of
         Corporations, the Court would appoint a securities litigation expert to
         evaluate the settlement.  On May 8, 1996, the expert submitted a report
         stating that he was unable to conclude  that the revised  settlement as
         proposed is fair,  reasonable and adequate,  and recommending  that the
         revised  settlement be  restructured  in certain  respects.  On May 28,
         1996, at a hearing in connection  with the expert's  report,  the Court
         ordered the parties to brief certain  valuation  issues,  the requisite
         consents required from limited partners to approve the Revised Exchange
         and the applicability of exemptions from the California securities law.
         A hearing on the issues the Court had  ordered the parties to brief was
         held on July 9, 1996. On July 18, 1996, the Court preliminary  approved
         the  proposed,  revised  settlement of the B&S  Litigation,  and made a
         preliminary  finding  that the  proposed  revised  settlement  is fair,
         adequate  and  reasonable  to the class,  and that a  settlement  class
         should also be  conditionally  certified.  The Court also set a hearing
         for August 19,  1996 to settle the form and method of notice to limited
         partners  regarding  the  proposed,  revised  settlement.  If the final
         approval  of the  settlement  is granted by the Court,  a  solicitation
         statement  concerning the settlement  and the  reorganization  would be
         sent  to all  HEP  limited  partners.  

         At a hearing on October 23,  1996,  the Court  stated that it wished to
         consider  late-filed  briefs from certain objectors which were filed up
         to and  including  the date of the  hearing.  On November 4, 1996,  the
         Court  issued an order  seeking  comment  on the final  version  of the
         settlement  from  the  California   Department  of   Corporations   and
         additional  information  from the  plaintiffs.  The Court  requested  a
         response  within  17 days of its  order.  Upon  final  approval  of the
         settlement by the Court the Consent  Solicitation  Statement concerning
         the Revised Exchange would be sent to all HEP limited  partners.  There
         would be at least a 60 day solicitation  period and a reorganization of
         the HEP  Partnerships  cannot be  consummated  unless a majority of the
         limited partners in the HEP Partnerships  affirmatively vote to approve
         it.

         It is impossible to predict what financial  exposure the Administrative
         General Partner will have, if any, as a result of this  litigation,  or
         its indirect effect on the Partnership.
<PAGE>
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         Liquidity and Capital Resources

         The  Partnership  invested  100%  of the  net  proceeds  of its  public
         offering in zero coupon  junior  Mortgage  Loans  secured by properties
         owned  principally  by  privately   syndicated   limited   partnerships
         originally sponsored by affiliates of the General Partners.  The public
         offering  commenced on January 21, 1986,  and the  Partnership  had its
         initial  admission of limited  partners on March 28, 1986. The offering
         terminated  on May 1, 1987 at which time the  Partnership  had accepted
         subscriptions  for  330,004  Units  (including  ten Units  owned by the
         initial  limited  partner) for aggregate gross proceeds of $82,501,000.
         This amount  includes  $2,475,030 of evaluation fees paid in accordance
         with the  Partnership  Agreement and  $4,125,000 of mortgage  placement
         fees. As of August 1988, the  Partnership  had invested 100% of the net
         proceeds  in  sixteen  mortgage  loans,  one of which  was  prepaid  in
         November  1989 and a second  of which  was  prepaid  in July  1992.  On
         December 31, 1991,  January 13, 1993,  January 13, 1994,  April 5, 1994
         and July 27, 1995 the senior  mortgage  lenders on properties  securing
         five of the  Partnership's  investments  foreclosed  on the  properties
         securing their loans and the Partnership lost its entire  investment in
         each of the respective  loans.  Also, in December 1992, the BP loan was
         converted  to  equity  participation   certificates   pursuant  to  the
         borrower's  bankruptcy  plan of  reorganization.  On April 1,  1993 the
         Partnership  foreclosed and assumed  ownership of the Richmond  Comfort
         Inn, located in Richmond,  Virginia.  The Richmond property foreclosure
         and acquisition were part of a restructuring  agreement associated with
         the  Southern  Inns  loan.  In July  1993 the  Boram  loan,  through  a
         settlement  agreement,  was converted to an equity participation in the
         future sale of the property.  In November  1994,  the Berkeley loan was
         restructured to convert the Partnership's  original investment to a new
         $550,000  loan and an equity  participation  in the future  sale of the
         property.  In August 1995, the Research Triangle loan was exchanged for
         a 20%  participation  interest  in the net wrap cash flow of the Senior
         Wrap loan.  Because the Partnership's  loans are zero-coupon loans, the
         Partnership receives no current cash flow from such investments.

         The  Partnership  uses  working  capital  reserves  provided  from  the
         proceeds  of its  public  offering  and  any  undistributed  cash  from
         temporary  investments  and from  pre-payments as its primary source of
         liquidity.  As of September 30, 1996, the Partnership's working capital
         reserves  amounted to  approximately  $4,100,000.  The  Partnership may
         utilize  its  working  capital  reserves  in the event the  Partnership
         incurs additional expenses in taking legal action or lending additional
         funds to protect  its  interest  in certain  of the  mortgage  loans on
         properties   which  are  currently   experiencing   difficulties.   The
         Partnership's  cash  flow  from  operation  of its  hotel  property  is
         anticipated   to  be  sufficient  to  meet  such   property's   capital
         expenditure  needs in 1996.  In February  1996,  the  Partnership  paid
         $86,827  to  the  Administrative  General  Partner,  which  represented
         payment of the mortgage  servicing fee related to the Research Triangle
         loan. In March 1995, the Partnership paid $75,919, $69,118, $29,219 and
         $137,918 which represented payment of the mortgage servicing fee on the
         Berkeley  Western,  Southern Inns, BP Shopping  Center and Boram loans,
<PAGE>
         Liquidity and Capital Resources (continued)

         respectively.   In  September  1995,  the  Partnership   paid  $175,423
         representing  the mortgage  servicing fee  associated  with the Airport
         Center loan. In August 1996, the Partnership  paid $134,953 and $78,054
         which  represented  the asset  management fee associated with the Lenox
         and Tri-State loans, respectively.

         The Partnership may use its working capital  reserves in the future for
         similar  payments  relating to loans, the collateral for which has been
         foreclosed  by senior  lenders.  The  Partnership  does not  anticipate
         making any distributions until such time as the existing mortgage loans
         mature  or  are  prepaid.  Working  capital  reserves  are  temporarily
         invested in short-term money market  instruments and are expected to be
         sufficient  to pay  administrative  expenses  during  the  term  of the
         Partnership. The borrower under the West Palm loan is experiencing cash
         flow  problems  and has filed for  protection  under  Chapter 11 of the
         United  States  Bankruptcy  Code.  If as a result  of these  events  an
         eventual  foreclosure  should  occur,  the  Partnership  does  not have
         sufficient  capital to bid at a  foreclosure.  This  would  result in a
         total loss of the Partnership's  investment in that particular mortgage
         if the amount bid at the  foreclosure by the  successful  bidder is the
         amount of the first mortgage  holder's lien. Except as discussed above,
         and in Note 4 to the financial  statements,  management is not aware of
         any other known trends, events,  commitments or uncertainties that will
         have a significant impact on liquidity.

         Real estate market

         The real  estate  market  continues  to suffer  from the effects of the
         recent  recession  which  included a substantial  decline in the market
         values of existing properties. Market values have begun to recover, and
         while the pace of new  construction  has  slowed,  high  vacancy  rates
         continue to exist in many areas.  These  factors may continue to reduce
         rental rates.  As a result of such decline,  investors will most likely
         not recover a significant  portion of their original  investment in the
         Partnership.

         Allowance for loan losses

         An  allowance  for loan  losses is  established  based upon a quarterly
         review of each mortgage in the Partnership's  portfolio.  In performing
         the review,  management considers the estimated net realizable value of
         the  properties  or collateral  as well as other  factors,  such as the
         current  occupancy,  the amount and status of senior debt,  if any, the
         prospects  for the property  and the  economic  situation in the region
         where the  property  is  located.  Because  this  determination  of net
         realizable  value is based upon  projections of future  economic events
         which are inherently  subjective,  the amounts  ultimately  realized at
         disposition  may  differ  materially  from  the  carrying  value  as of
         September  30,  1996.  No  allowance  was recorded for the three months
         ended  September 30, 1996. A $5,412,000  allowance was recorded for the
         Stockfield,  Research  Triangle  and Big Valley  loans for the  quarter
         ended  March 31,  1995.  A  $1,260,000  allowance  was  recorded on the
         Research  Triangle loan for the quarter ended  September 30, 1995.  See
         Note 4 to the Financial Statements.
<PAGE>
         Liquidity and Capital Resources (continued)

         The allowance is  inherently  subjective  and is based on  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future  conditions.  The Partnership may provide  additional  losses in
         subsequent years and such provisions could be material.

         Certain  of the  properties,  as  described  in the Notes to  Financial
         Statements - with respect to which the  Partnership  has made loans are
         experiencing varying degrees of operating problems.

         Results of operations

         The  Partnership  experienced  net income for the three and nine months
         ended  September 30, 1996 compared with a net loss for the same periods
         in the  prior  year  primarily  due to the  allowance  for loan  losses
         recorded during 1995 as discussed above.

         For both the nine  months and three  months  ended  September  30, 1996
         compared with 1995,  revenues increased primarily due to an increase in
         other  income.  Other  income  increased  due  to the  interest  income
         received during 1996 on the Research Triangle  participation  interest,
         which began in August 1995 and the receipt of approximately  $55,000 in
         August 1996, in settlement  of a claim against  Integrated  relating to
         the Boram Loan.

         For the nine and three months ended  September  30, 1996  compared with
         the same  period  in the  prior  year,  costs  and  expenses  decreased
         primarily as a result of the allowance for loan losses  recorded during
         1995. In addition,  there was a decrease in mortgage servicing fees and
         general and administrative  expenses partially offset by an increase in
         operating  expenses.  Mortgage  servicing fees decreased as a result of
         the  payment  of fees in March  1995 and in  February  1996  related to
         several  mortgages,  thus  eliminating  interest  accumulating  on  the
         deferred  fees.  General and  administrative  expenses  decreased  as a
         result of a decrease in payroll costs. Operating expenses increased due
         to an increase in  marketing  and general and  administrative  expenses
         related to the Richmond Comfort Inn.

         Legal Proceedings

         For a discussion of Legal Proceedings,  please see Note 7 ("Commitments
         and Contingencies") to the Financial Statements.
<PAGE>

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

(a)     See  Management's  Discussion  and Analysis of Financial  Condition  and
        Results of Operations  and Notes to Financial  Statements - Note 7 which
        is herein incorporated by reference.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:   None.

         (b)       Reports on Form 8-K:     None.


<PAGE>
                                   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.



                                         RESOURCES ACCRUED MORTGAGE
                                         INVESTORS L.P. - SERIES 86

                                         By:      Resources Capital Corp.
                                                  Administrative General Partner




Dated:     November 14, 1996             By:      /s/ Joseph Jacobs
                                                  -----------------
                                                  Joseph Jacobs
                                                  President
                                                  (Duly Authorized Officer)



Dated:     November 14, 1996             By:      /s/ Jay L. Maymudes
                                                  -------------------
                                                  Jay L. Maymudes
                                                  Vice President, Secretary and
                                                  Treasurer
                                                  (Principal Financial and
                                                  Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements  of the September  30, 1996 Form 10-Q of Resources  Accrued  Mortgage
Investors,  L.P. - Series 86 and is  qualified  in its  entirety by reference to
such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       4,113,432
<SECURITIES>                                         0
<RECEIVABLES>                                   18,497
<ALLOWANCES>                                         0
<INVENTORY>                                     17,705
<CURRENT-ASSETS>                             4,149,634
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              12,585,603
<CURRENT-LIABILITIES>                          303,130
<BONDS>                                      3,586,854
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,635,092
<TOTAL-LIABILITY-AND-EQUITY>                12,585,603
<SALES>                                              0
<TOTAL-REVENUES>                             1,641,687
<CGS>                                                0
<TOTAL-COSTS>                                1,239,997
<OTHER-EXPENSES>                                66,222
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             257,139
<INCOME-PRETAX>                                 78,329
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             78,329
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    78,329
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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