GLENBOROUGH LTD
10-Q, 1995-08-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                      FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


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

                     For the quarterly period ended June 30, 1995

                                          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: 33-3657


                                GLENBOROUGH PARTNERS,
                            A CALIFORNIA LIMITED PARTNERSHIP        
               as successor to Glenborough Limited pursuant to Rule 15d-5
          -----------------------------------------------------------------
          -
                (Exact name of Registrant as specified in its charter)

                                                      94-3193010
                    California                (successor to 94-2997842)
          -------------------------------          ----------------
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)         Identification No.)

             400 South El Camino Real,
                    Suite 1100
               San Mateo, California                    94402
               ---------------------                 ------------
               (Address of principal                  (Zip Code)
                executive offices)

                                   (415)  343-9300      
                            -----------------------------
                           (Registrant's telephone number)

          Indicate by check mark  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 
                                        ---    ---
           Total number of units outstanding as of June 30, 1995: 2,961,853



                                     Page 1 of 18






                              NO EXHIBIT INDEX REQUIRED

          PART I -  FINANCIAL INFORMATION

          Item 1 -  Financial Statements

                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                             Consolidated Balance Sheets
                       (In thousands, except units outstanding)
                                     (Unaudited)


                                                   June 30,   December 31,
                                                     1995         1994
                                                  ----------   ----------
          Assets
          ------
          Real estate investments, at cost: 
            Land                                 $  2,054       $  2,045
            Buildings and improvements             16,161         16,076
                                                 --------       --------
                                                   18,215         18,121 

            Less:
              Accumulated depreciation             (3,071)        (2,901)
                                                 --------       --------
          Net real estate investments              15,144         15,220

          Real estate held for sale, net            4,433          4,558

          Other Assets:
            Cash and cash equivalents                 372          2,604
            Receivables                                27             15
            Deferred loan fees, net of accumulated
              amortization of $74 and $44 at June
              30, 1995 and December 31, 1994,
              respectively                            322            352
            Deferred leasing commissions, net of
              accumulated amortization of $163 and
              $161 at June 30, 1995 and December
              31, 1994, respectively                    9             10
            Notes receivable                          233              -
            Prepaid expenses                           24             69
            Deposits                                  148            199
            Other assets                              146            158
                                                 --------       --------
          Total assets                           $ 20,858       $ 23,185
                                                 ========       ========








                                     Page 2 of 18






                                     (continued)

























































                                     Page 3 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                       Consolidated Balance Sheets - continued
                       (In thousands, except units outstanding)
                                     (Unaudited)


                                                   June 30,   December 31,
                                                     1995        1994 
                                                   --------     --------
          Liabilities and Partners' Equity
          --------------------------------

          Liabilities:
            Notes payable                          15,460         17,160
            Accounts payable                            3             85
            Accrued expenses                          157            496
            Advances from related parties               -             60
            Deposits and other liabilities             93             95
                                                 --------       --------
          Total postpetition liabilities           15,713         17,896
                                                 --------       --------
          Partners' equity:
            General partners                          432            435
            Limited partners, 2,961,853
              units outstanding                     4,713          4,854
                                                 --------       --------
          Total partners' equity                    5,145          5,289
                                                 --------       --------
          Total liabilities and partner's
            equity                              $  20,858       $ 23,185
                                                 ========       ======== 






















             See accompanying notes to consolidated financial statements.


                                     Page 4 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                        Consolidated Statements of Operations
                       (in thousands, except per unit amounts)
                                     (Unaudited)

                                        Six months ended     Three months ended
                                            June 30,               June 30,   
                                           ----------------   -----------------
                                         1995      1994         1995      1994
                                        ------   ------        ------    ------
     Revenues:                                 

       Rental                          $  1,510  $ 4,618       $  763   $ 1,598
        Interest and other                  253       96          215        60
                                         ------   ------       ------    ------
     Total revenues                       1,763    4,714          978     1,658
                                         ------   ------       ------    ------
     Operating expenses (including $1
       and $15 paid to related parties
       in 1995 and 1994 for miscellaneous
       reimbursements, respectively):
        Property taxes                      102      553           56        77
        Repairs and maintenance              56      432           33       160
        Management fees and reimbursed
          expenses (paid to related
          parties)                          199      635           98       217
        Insurance                            20       93           11        52
        Utilities                            62      451           34       139
        Salaries and wages (including
          $9 and $179 paid to related
          parties in 1995 and 1994,
          respectively)                      13      195            4        58
        Professional fees                    69      554           55       226
        Depreciation and amortization       328    1,636          161       524
        Other                                40      119           20        61
                                         ------   ------       ------    ------
     Total operating expenses               889    4,668          472     1,514
                                         ------   ------       ------    ------
     Operating income                       874       46          506       144














                                     (continued)


                                     Page 5 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                  Consolidated Statements of Operations - continued
                       (in thousands, except per unit amounts)
                                     (Unaudited)

                                       Six months ended      Three months ended
                                            June 30,               June 30,   
                                           ----------------   -----------------
                                         1995      1994         1995      1994
                                         ------  ------       ------     ------

     Other income and (expense):

       Gain on sale                          -    1,503            -         -
       Interest expense                   (960)  (2,558)        (469)   (1,412)
       Income (loss) on investment
        in real estate                     (58)       -            1         -
                                       -------  -------      -------   ------- 


     Income/(loss) before extraordinary
       item                               (144)  (1,009)          38    (1,268)

     Extraordinary item                      -  120,027            -   120,051
                                       -------  -------      -------   -------
     Net income/(loss)                $   (144)$119,018     $     38  $118,783
                                       =======  =======      =======   ======= 




     Income/(loss) before
       extraordinary item per
       limited partnership unit       $  (0.05)$  (0.29)    $   0.01  $  (0.38)

     Extraordinary item per limited
       partnership unit                      -    35.26            -     36.08
                                       -------  -------      -------   -------
     Net income/(loss) per limited
       partnership unit               $  (0.05)$  34.97     $   0.01  $  35.70
                                       =======  =======      =======   =======
     Distributions per limited
       partnership unit               $      - $      -     $      -  $      -
                                       =======  =======      =======   ======= 









             See accompanying notes to consolidated financial statements.


                                     Page 6 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                Consolidated Statements of Partners' Equity (Deficit)
                                    (in thousands)
                   For the six months ended June 30, 1995 and 1994
                                     (Unaudited)


                                                                   Total
                                           General    Limited    Partners'
                                           Partner    Partners    Equity
                                         ----------  ---------- ----------
          Consolidated balance,
             December 31, 1993          $  (2,234)   $(110,034) $(112,268)

             Net income                     2,369      116,649    119,018
                                         ---------    ---------  ---------
          Consolidated balance,
             June 30, 1994              $     135    $   6,615  $   6,750
                                         =========    =========  =========



          Consolidated balance,
             December 31, 1994          $     435    $   4,854  $   5,289 

             Net loss                          (3)        (141)      (144)
                                         ---------    ---------  ---------
          Consolidated balance,
             June 30, 1995              $     432    $   4,713  $   5,145
                                         =========    =========  =========























             See accompanying notes to consolidated financial statements.


                                     Page 7 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                        Consolidated Statements of Cash Flows
                                    (in thousands)
                                     (Unaudited)

                                                          For the six months
                                                             ended
                                                                 June 30,     
                                                     ----------------------
                                                        1995       1994
                                                      --------   --------
          Cash flows from operating activities:                            
                 
             Net income/(loss)                       $   (144)  $119,018
             Adjustments to reconcile net
               income/(loss) to net cash
               used in operating activities:
             Depreciation and amortization                328      1,636
             Gain on sale                                   -     (1,503)
             Gain from bankruptcy reorganization
               and early extinguishment of debt             -   (120,027)
             Changes in assets and liabilities:              
               Decrease in other liabilities               (2)      (214)
               Increase in receivables                     (5)      (246)
               Decrease in accounts payable and
                 accrued expenses                        (456)      (486)
               Decrease in advance from related
                 parties                                  (60)    (1,000)
               Decrease (increase) in other assets         12       (163)
               Decrease in prepaid expenses                45          -
               Decrease in deposits                        51          -
               Decrease in prepaid incentive
                 and transaction fees (paid to a
                 related party)                             -        348
               Increase in deferred leasing
                 commissions                               (1)      (431)
               Increase in accrued interest                34      1,165
                                                      -------    -------
           Net cash used in operating activities         (198)    (1,903)
                                                      -------    ------- 













                                     (continued)


                                     Page 8 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                  Consolidated Statements of Cash Flows - continued
                                    (in thousands)
                                     (Unaudited)

                                                          For the six months
                                                             ended
                                                                 June 30,     
                                                     ----------------------
                                                        1995       1994
                                                      --------   --------
          Cash flows from investing activities:
             Proceeds from sale of real estate              -      1,307
             Improvements to real estate                  (94)      (313)
             Decrease in restricted cash                    -        (21)
             Increase in interest receivable               (7)         1
             Increase in other notes receivable          (233)         -
                                                    ---------  ---------
          Cash provided by (used in) investing
           activities                                    (334)       973
                                                    ---------  ---------
          Cash flows from financing activities:
           Borrowings on notes payable                      -     15,462
           Principal payments on notes payable         (1,700)   (14,681)
                                                    ---------  ---------
          Cash provided by (used in) financing
            activities                                 (1,700)       781
                                                    ---------  ---------
          Net decrease in cash and cash equivalents    (2,232)      (149)

          Cash and cash equivalents, beginning
           of period                                    2,604      1,506
                                                    ---------  ---------
          Cash and cash equivalents, end
           of period                                $     372  $   1,506 

                                                    =========  =========
          Supplemental disclosure of cash flow
           information:
             Cash paid for interest                 $     926  $   1,357
                                                    =========  =========
          Supplemental disclosure of non cash
           transactions:
             Bankruptcy reorganization and early
               extinguishment of debt:
                 Rollout and foreclosure of real
                   estate, net                      $       -  $  99,867
                                                    =========  =========
                 Extinguishment of debt             $       -  $(280,482)
                                                    =========  =========
                 Other net assets                   $       -  $  60,661
                                                    =========  ========= 

             See accompanying notes to consolidated financial statements.


                                     Page 9 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          Note 1.   SUMMARY OF ORGANIZATION
                    -----------------------
          Glenborough  Partners, A  California Limited  Partnership  is the
          successor   to   Glenborough   Limited,   A   California  Limited
          Partnership pursuant to section 15d-5 of the Securities  Exchange
          Act of 1934.

          On  May 21, 1992, GPA Ltd, formerly  known as GOCO Realty Fund I,
          the  partnership  holding and  operating  the  Partnership's real
          property (including its related Brazos Debt), filed a petition in
          the United States Bankruptcy  Court for the Northern  District of
          California  for reorganization  under Chapter  11 of  the Federal
          Bankruptcy Code.  On  January 13, 1994, a plan  of reorganization
          was filed  with  the  Bankruptcy  court  which  became  effective
          January 24, 1994.

          To facilitate  the Partnership's  holding  and transfer  of  real
          property  as set  forth  under the  plan  of reorganization,  two
          partnerships were  created in February  1994: (i) GPA  West, L.P.
          ("West"); and (ii) GPA Industrial, L.P. ("Industrial").  West and
          Industrial  are  subsidiaries  of  GPA  Ltd.  and  as  such,  the
          financial  statements  have  been  consolidated  with Glenborough
          Partners.  The  general  partners  of  West  and  Industrial  are
          Glenborough Realty  Corporation and  Robert Batinovich while  the
          sole limited partner of each of the two partnerships is GPA Ltd.

          A  third  subsidiary  partnership,  GPA  Bond  L.P.("Bond"),  was
          created in December 1994 to hold and operate a property purchased
          on  December  29,  1994.    The  general  partners  of  Bond  are
          Glenborough Realty Corporation  and Robert  Batinovich while  the
          sole limited partner is GPA Ltd.

          After the redemption of units as part of the reorganization plan,
          the  general partners now hold a 2.27% share of the Partnership's
          net  income or  loss and  distributions. Conversely,  the limited
          partners  now hold a 97.73% share of the partnership's net income
          or loss and distributions.

          Note 2.   SIGNIFICANT ACCOUNTING POLICY
                    -----------------------------
          In the opinion  of Glenborough Realty  Corporation, the  managing
          general partner, the  accompanying unaudited financial statements
          contain  all  adjustments (consisting  of  only normal  accruals)
          necessary to present fairly the financial position of Glenborough
          Partners,  A  California  Limited  Partnership  as  successor  to
          Glenborough Limited pursuant to Rule 15d-5  (the  "Partnership"),
          at  June  30,  1995  and  December  31,  1994,  and  the  related
          statements  of operations for the three and six months ended June


                                    Page 10 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          30, 1995 and  1994, and statements of  partners' equity (deficit)
          and the statements of  cash flows for the  six months ended  June
          30, 1995 and 1994.  

          Note 3.   REFERENCE TO 1994 AUDITED FINANCIAL STATEMENTS
                    -----------------------------------------------
          These   unaudited  financial   statements  should   be  read   in
          conjunction with the  Notes to Consolidated  Financial Statements
          included in the 1994 audited financial statements.

          Note 4.   NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT
                    ----------------------------------------------
          Pursuant  to the  Glenborough Partners  and GPA  Ltd. partnership
          agreements,  the general partners held a 2.27% and 1.99% share of
          the partnership's  net income or  loss and distributions  in 1995
          and 1994,  respectively.   This  percentage is  derived from  the
          general  partners' 1% direct interest in GPA Ltd. and a 1.28% and
          0.99% indirect interest through their 1% general partner interest
          in Glenborough Partners'  99% interest  in GPA Ltd.  in 1995  and
          1994, respectively.

          For   financial  reporting  purposes,   2,961,853  and  3,335,931
          weighted average  units were outstanding to  limited partners for
          the  six months ended June 30, 1995  and 1994, respectively.  Net
          income (loss)  per unit in 1995  and 1994 is derived  by dividing
          97.73% and 98.01%, respectively  of the net income (loss)  by the
          respective weighted average  number of units  outstanding to  the
          limited partners.

          Note 5.   RELATED PARTY TRANSACTIONS
                    --------------------------
          In accordance  with the Limited Partnership,  Cash Collateral and
          Property Management Agreements, the  Partnership paid its general
          partner,  Glenborough  Realty  Corporation  and   its  affiliates
          (collectively "Glenborough") compensation  for services  provided
          to the Partnership and management of the Partnership's assets.














                                    Page 11 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          All fees and  allocated expenses due to  Glenborough and included
          in the Partnership's operating expenses for  the six months ended
          June 30, 1995 and 1994 are as follows (in thousands):

                                                         Six months ended
                                                             June 30,    
                                                        ------------------
                                                         1995        1994
                                                       --------    --------
                                                          
          Property management fees                     $   54      $  207
          Reimbursed general and administrative
            expenses                                      145         428
                                                       ------      ------
          Total management fees and reimbursed
            general and administrative expenses        $  199      $  635
                                                       ======      ======

          In  the first half of 1995, Glenborough was reimbursed $9,000 for
          salaries  and  wages  of  on-site  management,  maintenance   and
          landscape employees.

          In  the  first half  of  1994:  (i)  Glenborough  was  reimbursed
          $179,000   for  salaries   and  wages   of   on-site  management,
          maintenance and landscape employees and $15,000 for miscellaneous
          reimbursements; and (ii) Glenborough was paid $36,000 for leasing
          commissions  which were  capitalized and  are amortized  over the
          terms of the related leases.

          Note 6.   NOTE RECEIVABLE FROM AFFILIATES
                    -------------------------------
          On  March 28, 1995, GPA West purchased a $1,908,000 mortgage note
          receivable from California Federal Bank ("CalFed"), secured by  a
          first deed of trust on a property owned by a partnership with the
          same  general partner  as the  Partnership. This  transaction was
          funded  from the  proceeds of  a 1994  property sale.  The CalFed
          mortgage  note had been modified and converted into a demand note
          retroactive to March 28, 1995, bearing interest at two percentage
          points plus  the prime lending  rate with principal  and interest
          due when the note is called.  This note was repaid in May 1995.

          Note 7.  NOTES RECEIVABLE
                   ---------------
          On February  24, 1995, Glenborough Partners  advanced $125,000 to
          an unaffiliated partnership in return for a promissory note which
          bears  interest at a rate of twelve  percent (12%) per annum. The
          Partnership received a loan fee of  $12,500 at the time the funds
          were advanced  which has been  recognized as other  income. Total


                                    Page 12 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          principal and interest  was due  on the April  25, 1995  maturity
          date but was extended to July 28, 1995.

          On April 28,  1995, Glenborough Partners  advanced an  additional
          $60,000  to the  same unaffiliated  partnership for  a promissory
          note which consists of  terms identical to the February  24, 1995
          note above. In addition,  the Partnership received a loan  fee of
          $6,000 at the time the funds were advanced to the affiliate which
          was recognized as other income in the second quarter of 1995.

          These two notes were paid off in July 1995.

          On June  12, 1995,  the Partnership advanced  $48,000 to  another
          unaffiliated partnership in  return for a  promissory note  which
          also bears interest at a  rate of twelve percent (12%) per  annum
          and  matures September 30, 1995.  The Partnership received a loan
          fee of $2,000 at the time the funds were advanced  which has been
          recognized as other income.

          Note 8.  NOTES PAYABLE
                   -------------
          In  May 1995, the $2,500,000 note payable secured by the Rosemead
          Springs property  matured.   The  Partnership made  a  $1,500,000
          principal paydown in June 1995 from reserves originating from the
          proceeds from  a  December 1994  property  sale.   The  remaining
          $1,000,000 note balance has been extended to mature October 1995.

          In December  1994, GPA  Bond purchased  the Bond  Street building
          from  Heller  Financial,   Inc.  ("Heller").     Heller  financed
          $2,835,000 towards this  transaction with  the difference  funded
          from the Partnership's working capital reserves.  The Heller note
          accrues interest at the  rate of three hundred fifty  (350) basis
          points plus the Base  Rate (which is  defined as the three  month
          Libor rate).   Monthly interest only  payments commenced February
          1, 1995 and will continue until the maturity date of December 31,
          1999.   Principal  payments  are required  on  a quarterly  basis
          commencing April 15, 1995 at an amount of excess cash flow, which
          is defined as net cash flow less: (i) current payments due on the
          loan; and (ii) a ten percent  (10%) per annum return on equity to
          the borrower.

          Note 9.  LOSS ON INVESTMENT IN REAL ESTATE
                   ---------------------------------
          In order for the Partnership to obtain free and clear title  from
          Brazos, the previous mortgage  holder on the properties known  as
          the  J.I. Case  and Navistar  buildings, the  Partnership made  a
          $1,000,000  principal paydown on a  note payable on  behalf of an
          affiliated partnership.  Financing for the  J.I.Case and Navistar


                                    Page 13 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          buildings was extremely difficult to  find in the current market,
          so as an inducement  for the lender to finance this release price
          purchase,   the   Partnership  paid   down   a   portion  of   an
          unconsolidated  affiliate's  note  payable  in  good   faith.  In
          December 1994,  the Partnership  and the  affiliated partnership,
          UCT Associates,  A California Limited  Partnership ("UCT") agreed
          that  the $1,000,000 paid  by the Partnership  and any subsequent
          payments on behalf of UCT was  an investment in UCT. Coupled with
          that, Robert Batinovich contributed his  limited partner interest
          in the profits and losses of UCT. This gave the Partnership a 45%
          non-voting limited  partner interest, a 99%  allocation of future
          income  and losses, and an economic interest in any future upside
          of this property,  without exposure  to any loss.  This was  made
          possible after  Glenborough waived  a  portion of  its  potential
          transaction fees on the disposition of properties in 1994.

          As  of December 31, 1994, the General Partner believed that there
          is no real  equity in  UCT, therefore the  $58,000 in  additional
          costs  paid in the first  half of 1995  on the behalf  of UCT was
          recognized  as  a loss  on investment  in  real estate  while the
          Partnership's  share of UCT's net loss in 1995 will be recognized
          only to the extent of any income previously recognized.  

          Note 10. GAIN ON SALE
                   ------------
          On  February 4,  1994, the Partnership  sold the  Coherent Auburn
          property  to   the  tenant   for   $3,650,000.     After   paying
          approximately $93,000 for  other fees, $500,000  for the  Brazos'
          release of the Rosemead  Springs Business Park, and  $750,000 for
          Brazos' release of Burlingame Plaza, the Partnership applied most
          of  the remaining proceeds towards Brazos' lien release price for
          four properties known  as the J.I.  Case and Navistar  buildings.
          The gain on sale was approximately $1,503,000.

          Note 11. EXTRAORDINARY ITEM
                   ------------------
          On May  21, 1992, GOCO Realty Fund I, now known as GPA, Ltd., the
          partnership   holding  and   operating  the   Partnership's  real
          property, filed a petition in the Unites States  Bankruptcy Court
          for  the  Northern  District  of  California  (the  "Court")  for
          reorganization under Chapter 11 of the Federal Bankruptcy Code.

          On January 13, 1994,  GPA Ltd., entered a plan  of reorganization
          with the Court.  The plan was confirmed by the Court and the plan
          became  effective January 24, 1994.   A brief  description of the
          principal  points of the plan is incorporated by reference to the
          Partnership's December 31, 1994 Form 10-K.



                                    Page 14 of 18






                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          The impact of the reorganization is a $120,051,000  extraordinary
          gain from the bankruptcy reorganization  and early extinguishment
          of debt in the six months ended June 30, 1994.

          Note 12. SUBSEQUENT EVENT
                   ----------------
          In  July  1995,  the  Partnership entered  into  an  agreement to
          purchase  a  $925,000   note  receivable  from   an  unaffiliated
          partnership  for $460,000. The note accrues interest at a rate of
          eight percent (8%) per annum, payable in predetermined  quarterly
          amounts. 

          Simultaneously, a note  modification was agreed  upon whereby  in
          exchange  for $10,000  from the  borrower at  the signing  of the
          modification and $40,000  at November 15,  1995, the  Partnership
          has allowed the borrower (the  buyer ) the option to purchase the
          note  for: (i) $625,000 if  paid on or  before December 29, 1995;
          (ii)  $775,000 if  paid on  or before  August 28, 1996;  or (iii)
          $850,000  if  paid  on  or before  December  28,  1996.The  buyer
          expressed  an inability to pay  before December 29,  1995 and the
          general  partner felt  it  was  in  the  best  interests  of  the
          Partnership to extend the first option date to March 31, 1996.




























                                    Page 15 of 18





          Item 2.   Management's  Discussion  and  Analysis   of  Financial
                    Condition and Results of Operations.

          INTRODUCTION

          The predecessor  partnership commenced operations as  of June 30,
          1986,  following  its  acquisition  of 66  real  estate  projects
          subject  to  non-recourse  institutional  debt   secured  by  the
          projects   and   certain   other  assets,   subject   to  certain
          liabilities, most  of  which  related to  the  operation  of  the
          projects.  The predecessor  partnership acquired the projects and
          other  assets  in  exchange  for   the  Units,  in  an   Exchange
          Transaction involving 21 limited  partnerships and one individual
          property  owner.   At  the end  of  1993, there  was a  technical
          termination  of  the  predecessor  partnership   and  Glenborough
          Partners   commenced  as   successor   to   Glenborough   Limited
          (collectively, "the Partnership").

          The  following discussion  addresses the  Partnership's financial
          condition at June 30, 1995 and its results of operations  for the
          six months ended June 30, 1995 and 1994.  This information should
          be   read   in  conjunction   with  the   Consolidated  Financial
          Statements,  notes   thereto  and  other   information  contained
          elsewhere in this report.

          LIQUIDITY AND CAPITAL RESOURCES

          In  February  1995  and  April  1995,  the  Partnership  advanced
          $125,000 and $60,000, respectively to an unaffiliated partnership
          in  exchange for promissory notes  bearing interest at  a rate of
          twelve  percent (12%) per annum.  Both notes matured  on July 28,
          1995  when principal  and cumulative  accrued interest  were due.
          These notes  were paid  off in August  1995.  Upon  funding these
          advances,  the  Partnership  received loan  fees  of  10% of  the
          amounts advanced.

          In March  1995, the  Partnership purchased a  $1,908,000 mortgage
          note receivable from California Federal Bank  ("CalFed"), secured
          by  a first deed  of trust on  a property owned  by an affiliate.
          This  transaction was funded from the proceeds of a 1994 property
          sale. This CalFed mortgage  note had been modified and  converted
          into  a  demand  note  retroactive to  March  28,  1995,  bearing
          interest at two  percentage points  plus the  prime lending  rate
          (currently 9%) with principal  and interest due when the  note is
          called.  This note was paid off in May 1995.

          In June 1995, the Partnership advanced $48,000 to an unaffiliated
          partnership in exchange for a promissory note bearing interest at
          a  rate of  twelve percent  (12%) per  annum.   The  note matures
          September 30, 1995 with principal and cumulative accrued interest
          due.   Upon funding this advance, the Partnership received a loan
          fee of $2,000.

          The Partnership's  $372,000 cash  and cash equivalent  balance at
          June 30, 1995  coupled with the August 1995 repayment of the note
          receivable  discussed above,  should be  sufficient to  meet near
          term operating requirements and cover its June 30, 1995, $151,000
          balance in accounts payable and accrued expenses.

                                    Page 16 of 18





          During the  six  months  ended June  30,  1995,  the  Partnership
          experienced negative cash flow from operations after debt service
          payments   and  capital   and  tenant   improvements.  Short-term
          prospects  for liquidity  and capital  resources remain  somewhat
          problematic since  one of the  Partnership's current  properties,
          Rosemead  Springs is  substantially vacant,  but is  currently in
          escrow for sale. Its  related $2,500,000 note payable  matured in
          May  1995, but  has been  partially paid  down to  $1,000,000 and
          extended to  mature  October  1995.    Until  Rosemead  is  sold,
          management anticipates that, assuming no new leasing at Rosemead,
          the  Partnership's  near-term  cash  flow  will  continue  to  be
          negative.

          Management is  aggressively  seeking  new  tenants  and  pursuing
          renewals of existing  leases as they expire  for its multi-tenant
          Bond Street building.   The potential buyer for the  other multi-
          tenant building, Rosemead Springs,  has the specific intention to
          purchase the property for its own use.  However, absent a sale or
          dramatic improvement in local  economic conditions and demand for
          commercial space in and  around the Rosemead property, management
          anticipates  rent concessions  and lower effective  rental rates.
          As  always, the  Partnership remains vulnerable  to a  variety of
          other  factors  beyond  the   Partnership's  control,  that   may
          adversely affect capital resources  and liquidity, such as excess
          supply  in   relation  to  demand,  increases   in  unemployment,
          population shifts,  levels of corporate  activity, zoning changes
          and changes in tenant's needs.

          Management continues to explore  other opportunities where it may
          invest its  capital  resources in  order  to maximize  return  to
          investors.  In the  meantime,  management will  continue to  make
          short-term advances  at market  interest rates when  and wherever
          appropriate.

          The Partnership suspended its distributions in 1990 in an attempt
          to  increase  liquidity  and  capital resources  for  tenant  and
          capital improvements, leasing commissions, refinancing costs, and
          increasing  debt   service  payments.  As  of   August  4,  1995,
          distributions remain  suspended and  at this time,  management is
          unable to predict when they may be resumed.

          RESULTS OF OPERATIONS

          Total  revenues and  operating  expenses decreased  in all  areas
          except interest  and  other revenues  during  the three  and  six
          months ended June 30,  1995 compared to the three and  six months
          ended June 30, 1994 due to the transferring of all but six of the
          remaining properties back to the lender in the 1994 loan workout.

          Interest  and other  revenue increased  during the three  and six
          months ended June  30, 1995 over the same periods  ended June 30,
          1994 largely resulting from significant property tax refunds from
          successful  property tax appeals and the  loan fees received upon
          the advances to unaffiliated partnerships discussed above.





                                    Page 17 of 18






          PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings

                    The  Partnership  is not  a party  to,  nor any  of its
                    assets  the  subject  of  any  material  pending  legal
                    proceedings.

          Item 4.   Submission of Matters to a Vote of Security Holders

                    None.

          Item 6.   Exhibits and Reports on Form 8-K

                    (b)  Reports on Form 8-K.  

                    No reports on Form 8-K were required to be filed during
                    this reporting period.








































                                    Page 18 of 18






                                      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:


                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP




       By:                                 By:          Glenborough     Realty
       Corporation,
            Robert Batinovich                   its Managing General Partner 
                 General Partner              


                                                By:                           

                                                     Robert Batinovich
                                                     President and
                                                     Chairman of the Board



                                                By:                           

                                                     Andrew Batinovich
                                                     Senior Vice President,  
                                                     Chief Financial Officer
                                                     and Director





                                Date: August 10, 1995






                                      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:


                                GLENBOROUGH PARTNERS,
                           A CALIFORNIA LIMITED PARTNERSHIP




       By:  /s/ Robert Batinovich          By:          Glenborough     Realty
       Corporation,
           Robert Batinovich                    its Managing General Partner 
           General Partner                    


                                                By:  /s/ Robert Batinovich    

                                                     Robert Batinovich
                                                     President and
                                                     Chairman of the Board



                                                By:  /s/ Andrew  Batinovich   

                                                     Andrew Batinovich
                                                     Senior Vice President,  
                                                     Chief Financial Officer
                                                     and Director





                                Date:  August 10, 1995









        








                                    Page 18 of 18



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                             372
<SECURITIES>                                         0
<RECEIVABLES>                                      260
<ALLOWANCES>                                         0
<INVENTORY>                                       4433
<CURRENT-ASSETS>                                   656
<PP&E>                                           18215
<DEPRECIATION>                                  (3071)
<TOTAL-ASSETS>                                   20858
<CURRENT-LIABILITIES>                              160
<BONDS>                                          15460
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                        5145
<TOTAL-LIABILITY-AND-EQUITY>                     20858
<SALES>                                              0
<TOTAL-REVENUES>                                  1763
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   889
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (960)
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (144)
<EPS-PRIMARY>                                    (.05)
<EPS-DILUTED>                                    (.05)
        

</TABLE>


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