RESOURCES ACCRUED MORTGAGE INVESTORS LP SERIES 86
10-Q, 1996-05-15
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 March 31, 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 - MARCH 31, 1996



                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

           BALANCE SHEETS - March 31, 1996 and December 31, 1995


           STATEMENTS OF OPERATIONS - For the three months ended
                 March 31, 1996 and 1995


           STATEMENT OF PARTNERS' EQUITY - For the three months ended
                 March 31, 1996


           STATEMENTS OF CASH FLOWS - For the three months ended
                 March 31, 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>
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            March 31,     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 ........................      4,046,394       4,035,754
     Real estate - net ................................      3,715,816       3,737,816
     Other assets .....................................         54,124          38,842
                                                          ------------    ------------

                                                          $ 12,569,682    $ 12,565,760
                                                          ============    ============


LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Mortgage loan payable ............................   $  3,617,995    $  3,633,032
     Due to affiliates ................................      2,144,981       2,167,220
     Accounts payable and accrued expenses ............        271,882         208,745
                                                          ------------    ------------

            Total liabilities .........................      6,034,858       6,008,997
                                                          ------------    ------------

Commitments and contingencies

Partners' equity
     Limited partners' equity (330,004 units issued
        and outstanding) ..............................     10,332,184      10,353,026
     General partners' deficit ........................     (3,797,360)     (3,796,263)
                                                          ------------    ------------

            Total partners' equity ....................      6,534,824       6,556,763
                                                          ------------    ------------

                                                          $ 12,569,682    $ 12,565,760
                                                          ============    ============
</TABLE>
See notes to financial statements.
<PAGE>
              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                      For the three months ended
                                                              March 31,
                                                      --------------------------
                                                         1996           1995
                                                      -----------    -----------
<S>                                                   <C>            <C>        
 Revenues
  Operating income ................................   $   382,513    $   391,246
  Short-term investment interest ..................        48,129         53,962
  Other income ....................................        38,455         11,350
                                                      -----------    -----------

                                                          469,097        456,558
                                                      -----------    -----------

 Costs and expenses
  Operating expenses ..............................       246,122        286,819
  Interest expense ................................        86,076         87,431
  General and administrative expenses .............        72,250         91,700
  Asset management fees ...........................        42,065         41,741
  Mortgage servicing fees .........................        22,523         34,979
  Depreciation expense ............................        22,000         21,968
  Provision for loan losses .......................          --        5,412,000
                                                      -----------    -----------

                                                          491,036      5,976,638
                                                      -----------    -----------

 Net loss .........................................   $   (21,939)   $(5,520,080)
                                                      ===========    ===========



 Net loss attributable to
  Limited partners ................................   $   (20,842)   $(5,244,076)
  General partners ................................        (1,097)      (276,004)
                                                      -----------    -----------

                                                      $   (21,939)   $(5,520,080)
                                                      ===========    ===========


 Net loss per unit of  limited partnership interest
  (330,004 units outstanding) .....................   $     (0.06)   $    (15.89)
                                                      ===========    ===========
</TABLE>
See notes to financial statements.
<PAGE>
              RESOURCES ACCRUED MORTGAGE INVESTORS L.P. - SERIES 86

                          STATEMENT OF PARTNERS' EQUITY

<TABLE>
<CAPTION>

                                         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 loss for the three months ended
    March 31, 1996 ................         (1,097)        (20,842)        (21,939)
                                      ------------    ------------    ------------

Balance, March 31, 1996 ...........   $ (3,797,360)   $ 10,332,184    $  6,534,824
                                      ============    ============    ============

</TABLE>



See notes to financial statements.


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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     For the three months ended
                                                                              March 31,
                                                                     --------------------------
                                                                        1996           1995
                                                                     -----------    ----------- 
<S>                                                                  <C>            <C>         
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS

Cash flows from operating activities
     Net loss ....................................................   $   (21,939)   $(5,520,080)
     Adjustments to reconcile net loss to net cash
        provided by (used in) operating activities
            Depreciation .........................................        22,000         21,968
            Deferred asset management and
               mortgage servicing fees, net of
               payments made .....................................       (22,239)      (235,454)
            Provision for loan losses ............................          --        5,412,000
     Changes in assets and liabilities
        Other assets .............................................       (15,282)       (15,891)
        Accounts payable and accrued expenses ....................        63,137         20,081
                                                                     -----------    -----------

               Net cash provided by (used in) operating activities        25,677       (317,376)
                                                                     -----------    -----------

Cash flows from investing activities
     Principal payments on mortgage loan payable .................       (15,037)       (18,158)
                                                                     -----------    -----------

Net increase (decrease) in cash and cash equivalents .............        10,640       (335,534)

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

Cash and cash equivalents, end of period .........................   $ 4,046,394    $ 3,906,351
                                                                     ===========    ===========


Supplemental disclosure of cash flow information
     Interest paid ...............................................   $    86,076    $    87,431
                                                                     ===========    ===========
</TABLE>
See notes to financial statements.
<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 three months ended March
         31, 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
         March 31, 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  required  for the three months ended March 31,
         1996.  A $5,412,000  allowance  was required for the three months ended
         March 31, 1995.

         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  represented  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 March 31, 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 required for the three months ended
         March 31, 1996 and 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, in direct competition with the Partnership.  Wexford Management
         LLC,  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 months ended March 31, 1996,  reimbursable expenses to
         Wexford by the Partnership amounted to $15,166.  Wexford Management LLC
         is engaged to perform similar  services for other similar entities that
         may be in competition with the Partnership.

         The  Partnership   has  invested   principally  in  mortgage  loans  on
         properties   owned  or  acquired  by   privately   syndicated   limited
         partnerships  which are  controlled by Presidio.  Transactions  entered
         into between the  Partnership and such entities are subject to inherent
         conflicts of interest.

         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  $42,065  and
         $41,741,  including  accrued  interest  of $39,937  and $35,803 for the
         three months ended March 31, 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 $22,523 and $34,979,  including
         accrued  interest of $12,328 and  $23,597  for the three  months  ended
         March 31, 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 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 associated with the LAX
         loan. In February 1996,  the  Administrative  General  Partner was paid
         $86,827 which represented the mortgage servicing fee previously accrued
         associated with the Research Triangle Loan.

         Amounts due to affiliates for asset  management and mortgage  servicing
         fees, consist of the following:
<TABLE>
<CAPTION>
                                                    March 31,        December 31,
                                                      1996               1995
                                                   ----------         ----------
<S>                                                <C>                <C>       
Asset management fee .....................         $1,639,543         $1,597,478
Mortgage servicing fee ...................            505,438            569,742
                                                   ----------         ----------

                                                   $2,144,981         $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
         March 31, 1996 and 1995 the Administrative General Partner,  Investment
         General Partner and Associate General Partner were allocated net losses
         of $1,053, $22 and $22 and $264,964, $5,520 and $5,520, respectively.

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.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         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.

         LAX loan

         The  Partnership  had been  notified  during the first quarter of 1995,
         that  Airport  Associates,  L.P. had  defaulted  on its first  mortgage
         obligation to General Electric Capital Corp., due to non-payment of its
         debt  service  obligations.  The  Partnership  subsequently  received a
         Notice of Trustees Sale of the property securing the LAX loan scheduled
         for July  20,  1995.  The  property  was sold on July 26,  1995 and the
         Partnership  wrote off its entire investment in the LAX loan, which had
         been fully reserved since 1990.

         West Palm loan

         The West Palm loan, in the original principal amount of $9,200,000, was
         made to West Palm Associates  Limited  Partnership  ("West Palm").  The
         loan is secured by a 582 unit apartment complex located in Los Angeles,
         California.

         Beginning  in 1990,  West Palm  became  entitled to draw on a cash flow
         guarantee  from the  Seller in the amount of $1.5  million.  Since that
         time, West Palm has continuously drawn down on and almost depleted that
         amount to meet operating and debt-service requirements.

         While  the  first  mortgage  does not  mature  until  1999,  there is a
         substantial  risk that a default on the first mortgage will occur.  The
         current  value of the  property  has  been  estimated  to be below  the
         current value of the first mortgage  (approximately  $38 million).  For
         these reasons,  the  Partnership  reserved the entire carrying value of
         its investment in the amount of $9,739,589  during 1993.  West Palm has
         commenced restructuring discussions with the first mortgagor as well as
         the Partnership.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         Tri-State loan

         The Tri-State loan, in the original principal amount of $1,800,000, was
         made  to  Tri-State  Retail   Associates,   L.P.   ("Tri-State").   The
         Partnership's  security  for  this  loan is  subordinate  to the  first
         mortgage  held by Trans Ohio Savings  Bank,  in the original  principal
         amount of  $10,650,000,  maturing  on July 1,  1998.  The  mortgage  is
         secured by three retail warehouses formerly operated as PACE membership
         clubs. Of the three warehouses  owned by Tri-State,  one was sub-let to
         Wal-Mart  and the  other  two had  been  closed.  However,  the  vacant
         Lexington,  Kentucky  store's lease  obligation has been  guaranteed by
         K-Mart  Corporation  ("K-Mart"),  the  owner of PACE,  after  Tri-State
         agreed to limit  increases  in rent based on  increases in the consumer
         price index. In addition,  the Omaha,  Nebraska lease has been assigned
         and rental obligations guaranteed by First Data Corporation.

         There was a substantial risk that the Partnership would lose its entire
         investment  at the time the  first  mortgage  matures.  Therefore,  the
         entire  carrying  value of the loan, in the amount of  $1,963,522,  was
         reserved during 1993.

         In June 1995 the  Partnership  entered into an agreement to restructure
         its loan to Tri-State. The agreement,  among other things, sets certain
         release  prices for the three  properties  securing the loan,  allowing
         Tri-State to sell one property  alone.  The release  prices are 43% for
         the Pennsylvania  property,  33% for the Kentucky  property and 24% for
         the Nebraska property.  The Partnership would also be entitled to a 25%
         acceleration  on the release prices for the first two  properties  that
         are sold.

         The agreement also provides that Tri-State would not incur a prepayment
         penalty in the event of a  prepayment.  In  addition,  the  Partnership
         waived  its  right  to  receive  additional   interest  (interest  that
         represents a percentage  of the increase in the value of the  Tri-State
         Properties).  The  restructuring  may enable the  Partnership to recoup
         some, if not all of its 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.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         Research Triangle Loan (continued)

         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
         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,  it was  determined  that an additional  allowance for loan
         losses  was  required  for the  value of 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 current  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  operating
         under a two month  extension  with its  first  mortgage  lender,  while
         trying to obtain replacement debt. Negotiations are currently under way
         to  refinance  or  otherwise  restructure  the  second  mortgage.   The
         Partnership  had  determined  during  1993 that  interest  on this loan
         should not be accrued.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         Pike Creek loan (continued)

         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 established  during March 1995, which reduced the carrying
         value of the loan to $1,050,832.

         During the fourth  quarter of 1995,  an  agreement  was reached with BV
         which sets forth the parameters of an acceptable  restructuring  of the
         Pike Creek loan (the  "Restructuring").  The  Restructuring is premised
         upon BV  restructuring  or  refinancing  its first and second  mortgage
         loans.

         The principal terms of the  Restructuring are (i) the Partnership would
         reduce the  outstanding  balance  of the Pike  Creek loan to  $500,000,
         accruing  interest  at 7% per annum,  (ii) the  difference  between the
         outstanding  balance  of  the  Pike  Creek  loan  at  the  time  of the
         Restructuring  and the restated balance (the "Write Down Amount") would
         continue to accrue  interest at the restated  Pike Creek  interest rate
         (7%), (iii) the  restructured  Pike Creek loan would be serviced by 50%
         of the Net Cash Flow (the amount by which,  in any calendar year,  rent
         received by BV exceeds all costs and  expenses  incurred in  connection
         with the property,  including  debt service on all  indebtedness  other
         than the Pike Creek loan),  and (iv) numerous  provisions  were made to
         enable Pike Creek to recover  refinancing  and/or sale proceeds up to a
         maximum of the Write Down Amount, plus interest accrued thereon.  Given
         the contingencies of this restructuring,  the impact on the Partnership
         cannot be determined at the present time.

         Stockfield loan

         The  property  securing  the  Stockfield  loan is 96% occupied by Shell
         California  Productions,  Inc.  ("Shell") whose lease expires in August
         1999,  approximately  three years after the first mortgage loan matures
         on April 1, 1996 and  approximately  one year  after the  Partnership's
         loan  matures on March 31, 1998.  Shell is  presently  paying rent that
         exceeds  market  rates 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 first
         mortgage or 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.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         Stockfield loan (continued)

         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.  In  August  1995,  the
         Partnership  entered into an agreement  with  Stockfield to restructure
         the  Stockfield  loan  (the  "Restructuring").   The  Restructuring  is
         premised upon  Stockfield  satisfying the following  conditions (i) the
         existing  lease with Shell  must be  replaced  by a bond type net lease
         which extends the expiration date of the property lease, (ii) the first
         mortgage must be refinanced or  restructured  and (iii) the net present
         value of the cash flow  available to Stockfield  from the  restructured
         lease,  after  payment of debt  service on the  refinanced/restructured
         first mortgage  indebtedness (the "Net Cash Flow"), must be equal to or
         greater than $8 million,  using an annual discount factor of 8% without
         regard to the final residual value of the property owned by Stockfield.
         Currently,  these  conditions have not been satisfied and Stockfield is
         in the process of negotiating an extension of the first mortgage.
<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

 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     October 1, 1999          (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                                                                                             
                                                                                                                                    
                                                                                                                                    

 Less Allowance for Loan Losses                                                                                                     
                                                                                                                                    
 Net carrying value                                                                                                                 
                                                                                                                                    
<PAGE>
<CAPTION>
                                                                                          From Inception through       
                                              Mortgage                       Mortgage          March 31, 1996          
                                               Amount          Purchased     Placement    Income             Write     
          Description                         Advanced         Interest       Fee       Recognized           Off       
          -----------                         --------         --------       ---       ----------           ---       
<S>                                           <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                -       
     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             -       
     Raleigh Durham, NC
 Lenox Towers (m)                             6,045,832           -          354,594        -            (6,400,426)   
     Atlanta, GA

 Shopping Centers
 Big Valley Associates (d)                      975,000           -           57,185    1,069,479              -       
     Wilmington, DE
 B.P. Associates (g)                          1,900,000           -          111,437       69,693        (2,081,130)   
     Brentwood, TN
 Boram (j)                                    6,900,000           -          404,692      863,769        (8,168,461)   
     Shreveport, LA
 Park Place (k)                               3,030,000           -          177,713         -           (3,207,713)   
     Memphis, TN

 Residential
 West Palm (c)                                9,200,000           -          539,589         -                 -       
     Los Angeles, CA
 Belekirk Associates (f)                           -              -           -              -                 -       
     Seattle, WA

 Industrial/Commercial
 Tri-State (b) (c)                           1,800,000            -          105,572       57,950              -       
     Kentucky, Nebraska, Pennsylvania
 Southern Inns, (i)                          4,000,000            -          234,604         -           (4,234,604)   
     North and South Carolina, Virginia    -----------         --------   ----------   ----------      ------------    
                                           $59,000,832         $331,270   $3,479,885   $5,830,035      $(44,912,214)   
                                           ===========         ========   ==========   ==========      ============    

 Less Allowance for Loan Losses                                                                                        
                                                                                                                       
 Net carrying value                                                                                                    
                                                                                                                       
<PAGE>
<CAPTION>
                                                                                   Contractual
                                                       Carrying value               Balance (a)
                                                  March 31,      December 31,  March 31,      December 31,
          Description                              1996             1995        1996             1995
          -----------                              ----             ----        ----             ----
<S>                                             <C>            <C>            <C>            <C>
 Office Buildings
 Berkeley Western (n)                               -               -            -               (n)
     Berkely, CA
 Stockfield Associates (b) (c)                  4,680,520       4,680,520     16,322,882      15,751,87
     Bakersfield, CA
 San Diego Associates (e)                           -               -           (e)              (e)
     San Diego, CA
 Airport Center (g) (l)                             -               -           (l)              (l)
     Los Angeles, CA
 Clovine (h)                                        -               -           (h)              (h)
     Cincinnati, OH
 Research Triangle (d) (o)                      5,244,513       5,244,513       (f)              (f)
     Raleigh Durham, NC
 Lenox Towers (m)                                   -               -           (m)              (m)
     Atlanta, GA

 Shopping Centers
 Big Valley Associates (d)                      2,101,664       2,101,664     2,927,226      2,831,314
     Wilmington, DE
 B.P. Associates (g)                                -               -           (g)              (g)
     Brentwood, TN
 Boram (j)                                          -               -           (j)              (j)
     Shreveport, LA
 Park Place (k)                                     -               -           (k)              (k)
     Memphis, TN

 Residential
 West Palm (c)                                  9,739,589       9,739,589     26,055,462     25,198,003
     Los Angeles, CA
 Belekirk Associates (f)                            -               -            -                -
     Seattle, WA

 Industrial/Commercial
 Tri-State (b) (c)                              1,963,522       1,963,522     5,093,715       4,926,086
     Kentucky, Nebraska, Pennsylvania
 Southern Inns, (i)                                 -               -           (i)              (i)
     North and South Carolina, Virginia        ----------      ----------   -----------     -----------
                                               23,729,808      23,729,808   $50,399,285     $48,707,280
                                                                            ===========     ===========

 Less Allowance for Loan Losses                18,976,460      18,976,460
                                               ----------      ----------
 Net carrying value                            $4,753,348      $4,753,348
</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 prepared 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>
                                                   March 31, 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>
                                                  March 31,         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 ...........          (260,536)          (238,536)
                                                 -----------        -----------

                                                 $ 3,715,816        $ 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  $3,617,995 at March 31, 1996.
         Interest  rates on the loan are  adjustable  every  five  years  with a
         current  interest  rate of  9.49%  effective  through  April  1,  1997.
         Interest 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
         March 31, 1996 amounted to $86,076.  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 six 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 6, 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.  A hearing on
         the expert's report and preliminary  approval of the revised settlement
         is scheduled for May 28, 1996. If 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.   The  reorganization  of  the  HEP  Partnerships  cannot  be
         consummated  unless  a  majority  of the  limited  partners  in the HEP
         Partnerships affirmatively vote to approve it.

         With respect to the above litigation the Limited Partnership  Agreement
         provides  for the  indemnification  of the General  Partners  and their
         affiliates in certain  circumstances.  It is impossible to predict what
         financial  exposure  the  Partnership  will  have as a  result  of this
         indemnification.
<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 329,994  Units  (exclusive of the 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  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 as its primary source of liquidity.  As of March
         31,  1996  the  Partnership's  working  capital  reserves  amounted  to
         approximately  $3,444,000.  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 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,
         respectively.   In  September  1995,  the  Partnership   paid  $175,423
         representing  the mortgage  servicing fee  associated  with the Airport
         Center loan.
<PAGE>
         Liquidity and Capital Resources (continued)

         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 will be  temporarily
         invested in short-term money market  instruments and are expected to be
         sufficient  to pay  administrative  expenses  during  the  term  of the
         Partnership.  As  discussed  more  fully  in  the  Notes  to  Financial
         Statements  - Note  4,  the  borrower  under  the  West  Palm  loan  is
         experiencing  cash flow  problems.  If as a result  of these  cash flow
         problems 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,
         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.

         Results of operations

         The Partnership  invests in zero-coupon,  non-recourse  junior Mortgage
         Loans.  Collection of amounts due on the Partnership's  Loans is solely
         dependent  upon  the  sale or  refinancing  of  collateral  at  amounts
         sufficient to satisfy the Partnership's mortgage notes after payment of
         the senior mortgage notes owned by unaffiliated third parties.

         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 March
         31, 1996. There was a $5,412,000 additional reserve established for the
         Stockfield,  Research  Triangle  and Big Valley  loans for the  quarter
         ended  March 31,  1995.  There  was an  additional  $1,260,000  reserve
         established  for the  Research  Triangle  loan  for the  quarter  ended
         September 30, 1995.
<PAGE>
         Results of operations (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.

         The  Partnership's  net loss  for the  quarter  ended  March  31,  1996
         decreased  from the net loss  for the  quarter  ended  March  31,  1995
         primarily due to the provision for loan losses recorded in 1995.

         Revenues increased for the quarter ended March 31, 1996 compared to the
         quarter ended March 31, 1995 due to a decrease in operating  income and
         short term investment  income  partially offset by an increase in other
         income.  Operating  income,  derived  solely from the  operation of the
         Partnership's  hotel property,  decreased slightly due to a decrease in
         occupancy  rates for the quarter  ended March 31, 1996  compared to the
         quarter ended March 31, 1995. Short term investment  interest decreased
         primarily  due to a decrease  in interest  rates for the quarter  ended
         March 31, 1996 compared to March 31, 1995.  Other income  increased due
         to the receipt of  participation  interest  income from the exchange of
         the Research Triangle loan in August 1995.

         Costs and expenses decreased when comparing the quarter ended March 31,
         1996 with the  quarter  ended  March  31,  1995,  primarily  due to the
         provision  for loan  losses  recorded in 1995 as well as  decreases  in
         operating expenses,  general and administrative  expenses, and mortgage
         servicing fees.  Operating expenses decreased  proportionately with the
         decrease  in  operating  income.  General and  administrative  expenses
         decreased  primarily  due to a  decrease  in  payroll  costs.  Mortgage
         servicing  fees  decreased  as a result of the payment of fees in March
         1995 associated with the Berkeley  Western,  Southern Inns, BP Shopping
         Center,  Boram, and Airport Center, and the payment of fees in February
         1996  associated  with the Research  Triangle  loan,  thus  eliminating
         interest accumulating on the deferred fees.

         Inflation

         Inflation has not had a material impact on the Partnership's operations
         or financial  position  during the last three years and is not expected
         to have a material impact in the future.

         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:     May 15, 1996           By:      /s/ Joseph Jacobs
                                           -----------------
                                           Joseph Jacobs
                                           President
                                           (Duly Authorized Officer)



Dated:     May 15, 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  MARCH  31,  1996  FORM  10Q 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       4,046,394
<SECURITIES>                                         0
<RECEIVABLES>                                   18,497
<ALLOWANCES>                                         0
<INVENTORY>                                     17,705
<CURRENT-ASSETS>                             4,082,596
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              12,569,682
<CURRENT-LIABILITIES>                        2,416,863
<BONDS>                                      3,617,995
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,534,824
<TOTAL-LIABILITY-AND-EQUITY>                12,569,682
<SALES>                                              0
<TOTAL-REVENUES>                               469,097
<CGS>                                                0
<TOTAL-COSTS>                                  382,960
<OTHER-EXPENSES>                                22,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              86,076
<INCOME-PRETAX>                               (21,939)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (21,939)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (21,939)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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