NATIONAL REAL ESTATE LTD PARTNERSHIP INCOME PROPERTIES II
10-Q, 1996-11-12
REAL ESTATE
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     SECURITIES AND EXCHANGE COMMISSION
     
     Washington, DC 20549
     
     FORM 10-Q
     
     Quarterly Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     
     
     For Quarter Ended September 30, 1996
     Commission File Number: 0-14453
     
     
     National Real Estate Limited Partnership
     Income Properties                       
     (Exact name of registrant as specified in its charter)
     
     
     
     Wisconsin
     39-1503893        
     (State or other jurisdiction ofincorporation 
     or organization)              
     
     (I.R.S. Employer Identification Number)
     
     
     9800 West Bluemound Road, Wauwatosa, Wisconsin
     53226-4353
     (Address of principal executive offices)
     (zip code)
     
     
     
     Registrant's telephone number, including area code:
     (414) 453-3498
     
     N/A
     Former name, address and fiscal year if changed since
     last report.
     
     
     
     
     Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Sections 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.
     
     
     (X)     Yes      (   ) No
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES
     
     
     
     
     INDEX
     
     
     
     Page
     
     PART I. FINANCIAL INFORMATION
     
     Balance Sheet (unaudited) - September 30, 1996
     and December 31, 1995 . . . . . . . . . . . . . .2
     
     Statement of Operations (unaudited) -
     Three months and nine months ended 
     September 30, 1996 and 1995 . . . . . . . . . . .3
     
     Statements of Cash Flows (unaudited) -
     Nine months ended September 30, 1996  and 1995. .4
     
     Notes to Financial Statements (unaudited) . . .5-6
     
     Management's Discussion and Analysis of
     Financial Condition and Results of Operation. .7-8
     
     
     PART II. OTHER INFORMATION AND SIGNATURES . . 9-10
     
     
          <PAGE>
     PART I.  FINANCIAL INFORMATION
     
     NATIONAL REAL ESTATE LIMITED PARTNERSHIP - IP
     (A Wisconsin Limited Partnership)
     Balance Sheet
     (Unaudited)
     
                    September 30,       December 31,
                         1996                1995
     ASSETS
     
     Current Assets
          Cash           $715,374       $599,315
          Escrow deposits and other assets (Note 4)
                         42,406         10,032
     Other Assets
          Investment properties, at cost
             Land        1,267,695      1,267,695
             Buildings and improvements
                         6,041,914      6,018,410
     
                         7,309,609      7,286,105
     
             Less accumulated depreciation
                         2,076,222      1,922,692
     
                         5,233,387      5,363,413
     
                         $5,991,167     $5,972,760
     
     LIABILITIES AND PARTNERS' CAPITAL
     
     Liabilities:
          Tenant security deposits
                         $5,454         $5,454
          Rents received in advance
                         31,821         32,343
          Accrued interest payable to 
          Individual General Partner
                         489,781        433,571
          Accrued expenses and other liabilities
                         86,963         86,345
          Note payable to Individual General
          Partner (Note 6)
                         271,020        271,020
     
                         885,039        828,733
     
     Partners' Capital (deficiency) (Note 5):
         General Partners
                         $(86,952)      $(85,815)
          Limited Partners (authorized--10,000
            Interests; outstanding--9,034.01 Interests)
                         5,214,751      5,251,513
          Less 29.86 Interests held in Treasury
                         (21,671)       (21,671)
     
                         5,106,128      5,144,027
     
                         $5,991,167     $5,972,760
     
          See notes to financial statements.
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP - IP
     (A Wisconsin Limited Partnership)
     Statement of Operations
     (Unaudited)
                 Three months ended       Nine Months Ended
                 September 30,            September 30,
               1996           1995      1996      1995
     
     INCOME
          Operating income
               $219,240       $228,987  654,435   655,483
          Other income
               28,950         10,692    99,194    31,285
     
             Total Income
               248,190        239,679   753,629   686,768
     
     OPERATING EXPENSES
          Property operating expenses
               108,531        131,463   345,923   329,201
          Depreciation and amortization
               51,177         51,220    153,530   153,424
          Interest expense
               19,167         18,355    56,211    53,667
          Administrative expense
               34,968         33,671    125,332   134,808
     
             Total Expenses
               213,843        234,709   680,996   671,100
     
     Income(Loss) from operations
               34,347         4,970     72,633    15,668
     Other Income (expenses)
             Interest income
               12,048         7,111     28,707    21,875
     
             Net Income (Loss)
               $46,394        $12,081   101,340   37,543
     Net Income (Loss) attributable to
             General Partners (3%)
               $1,392         $362      3,040     1,126
     Net Income (Loss) attributable to
             Limited Partners (97%)
               $45,003        $11,719   98,300    36,417
             Per Limited Partnership Interest
               Outstanding--9,004.15 Interests
               $5.00          $1.30     $10.92    $4.04
     
          See notes to financial statements. 
     
          <PAGE>
NATIONAL REAL ESTATE
     LIMITED PARTNERSHIP - IP
     (A Wisconsin Limited Partnership)
     Statement of Cash Flows
     (Unaudited)
                                 Nine Months Ended
                                    September 30,
                              1996                1995 
     Operating Activities
             Net income (loss) for the period
                              $101,339            $37,543
             Adjustments to reconcile net loss to
               net cash used in operating activities:
               Depreciation   153,530             153,343
     
     
             Changes in operating assets and
               liabilities:
               Escrow deposits & other assets
                              (32,374)            8,872
               Tenant security deposits
                              0                   (1,581)
               Rents received in advance
                              (522)               (2,167)
               Accrued expenses and other liabilities
                              56,829              42,787
     
     
                    NET CASH PROVIDED BY (USED IN)
                              278,802             238,797
                      OPERATING ACTIVITIES
     
     
          Investing activities:
               Additions to investment property
                              (23,504)            (11,709)
     
          Financing activities:
               Distributions to partners
                              (139,239)           (97,468)
     
                    INCREASE (DECREASE) IN CASH
                              116,059             129,620
     
                    Cash at beginning of period
                              657,294             409,508
     
                     CASH AT END OF PERIOD
                              $773,353            $539,128
     
     See notes to financial statements.
     
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements
     (Unaudited)
     September 30, 1996
     
     1.   In the opinion of the General Partners, the
               accompanying unaudited financial statements
               contain all adjustments (consisting of normal
               recurring accruals) which are necessary for a fair
               presentation. The statements, which do not include
               all of the information and footnotes required by
               generally accepted accounting principles for
               complete financial statements, should be read in
               conjunction with the National Real Estate Limited
               Partnership Income Properties annual report for
               the year ended December 31, 1995. Refer to the
               footnotes of those statements for additional
               details on the Partnership's financial condition.
               The operating results for the period ended
               September 30, 1996, may not be indicative of the
               operating results for the entire year.
     
     2.   National Real Estate Limited Partnership Income
               Properties (the "Partnership") was organized under
               the Wisconsin Uniform Limited Partnership Act
               pursuant to a Certificate of Limited Partnership
               dated December 18, 1984, for the purpose of
               investing in residential, commercial, and
               industrial real properties. John Vishnevsky and
               National Development and Investment, Inc.,
               contributed the sum of $6,000 to the Partnership
               as General Partners. The Limited Partnership
               Agreement had authorized the issuance of 10,000
               Limited Partnership Interests (the "Interests") at
               $1,000 per Interest with the offering period
               commencing January 31, 1985. Upon conclusion of
               the offering in December 1986, the Partnership had
               raised $9,024,556 in capital representing 9,034.01
               Interests.
     
     3.   National Realty Management, Inc. (NRMI): The
               Partnership incurred property management fees of
               $39,805 under an agreement with NRMI for the
               period presented.
     
     4.   Real estate taxes are charged to operations based
               on actual taxes paid for the prior year and are
               adjusted for normal annual increases. Taxes for
               Tucson Lock-It Lockers, Phoenix Lock-It Lockers,
               Cave Creek Lock-It Lockers, and Northridge Commons
               are being accrued monthly at $4,869, $2,115, $434,
               and $3,451, respectively. 
     
     5.   Changes in Partners' Equity:
     
     LIMITED PARTNERS
     Quarter Ended September 30, 1996
     Partner's Equity, beginning of quarter     $5,214,768
     Distributions                                         (45,021)
     Net Income (Loss)                                     45,002
     Partners' Equity, end of quarter           $5,214,749
     
     Limited Partner's equity is net of 29.86 interests held
     in treasury of ($21,671).
     
     Quarter Ended September 30, 1995
     Partner's Equity, beginning of quarter     $5,242,083
     Distributions                                         (31,515)
     Net Income (Loss)                                     41,027
     Partners' Equity, end of quarter           $5,298,976
     
     Limited Partner's equity is net of 29.86 interests held
     in treasury of ($21,671).
     
     
     GENERAL PARTNERS
     Quarter Ended September 30, 1996
     Partner's Equity, beginning of quarter     $(86,951)
     Distributions                                         (1,392)
     Net Income (Loss)                                     1,392
     Partners' Equity, end of quarter           $(86,951)
     
     Quarter Ended September 30, 1995
     Partner's Equity, beginning of quarter     $(85,436)
     Distributions                                         (974)
     Net Income (Loss)                                     1,269
     Partners' Equity, end of quarter           $(83,678)
     
     
     TOTAL
     Quarter Ended September 30, 1996
     Partner's Equity, beginning of quarter     $5,139,892
     Distributions                                         (46,413)
     Net Income (Loss)                                     46,393
     Partners' Equity, end of quarter           $5,139,872
     
     Quarter Ended September 30, 1995
     Partner's Equity, beginning of quarter     $5,156,647
     Distributions                                         (32,489)
     Net Income (Loss)                                     42,296
     Partners' Equity, end of quarter           $5,215,298
     
     
     Limited Partner's equity is net of 29.86 
     interests held in treasury of ($21,671).
     
     
     6.     As outlined in the prospectus, the General
                 Partners agreed to make loans to the Partnership
                 up to an aggregate of 3% of the gross proceeds of
                 the offering to the extent necessary to provide
                 distributions to the limited partners at
                 annualized rates equal to 8% in 1985, 8.25% in
                 1986, and 8.5% in 1987. The loan will be repaid
                 solely from sales proceeds, with compounding
                 interest equal to the cost of their funds or 12%,
                 whichever is lower. As of September 30, 1996,
                 interest totaling $489,781 has accrued.
     
     7.     Northridge Commons' tenants pay monthly fixed rent
                 payments plus estimated charges for taxes, costs
                 of insurance premiums, administrative costs, and
                 operating expenses with respect to common areas.
     
     NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES
     (A Wisconsin Limited Partnership)
     Management's Discussion and Analysis of
     Financial Condition and Results of Operations
     September 30, 1996
     
     The Partnership currently owns and operates four
     investment properties; Tucson Lock-It Lockers, a 49,885
     net rentable square foot mini warehouse complex in
     Tucson, Arizona; Phoenix Lock-It Lockers, a 58,766 net
     rentable square foot mini warehouse complex in Phoenix,
     Arizona; a portion of Cave Creek Lock-It Lockers
     containing 8,236 of 46,028 net rentable square feet in
     Phoenix, Arizona; and Northridge Commons, a 20,700 net
     rentable square foot community shopping center in
     Milwaukee, Wisconsin.
     
     Occupancy based upon net rentable square feet for the
     third quarter averaged 94.0% for Tucson Lock-It
     Lockers; 97.9% for Phoenix Lock-It Lockers; 100% for
     Northridge Commons; and 94.2% for Cave Creek Lock-It
     Lockers. This compares to an average of 98.9% for
     Tucson Lock-It Lockers; 98.4% for Phoenix Lock-It
     Lockers; 100% for Northridge Commons; and 98% for Cave
     Creek Lock-It Lockers during the same period of 1995.
     
     Rental rates were increased at Tucson, Phoenix, and
     Cave Creek Lock-It Lockers in April 1996. Tucson
     Lock-It Lockers continued to install security lighting
     and started painting the buildings. Future projects to
     be completed at Tucson Lock-It Lockers include
     continued painting and asphalt work. Phoenix Lock-It
     Lockers is continuing to replace doors on units as
     warranted, repaired roofs and have future projects
     consisting of paving or continued roof repairs.
     
     Talbots, the anchor tenant, ended its lease October 1,
     1996. The corporate decision was based on closing the
     Talbots surplus stores which are in a secondary
     location. The new surplus stores are in California,
     Boston, and Illinois and will have 12,000 to 15,000
     square feet of floor space. Talbots had occupied 6,792
     square feet at Northridge.
     
     The Talbot's space is being extensively marketed.
     Additional signage is on the property, commercial
     brokers have been contacted, ads are being run and
     national retailers are being contacted. There is a
     considerable amount of vacant retail space in strip
     malls in the area. Northridge Commons does have
     advantages over some of the competing space. The new
     pylon sign installed by CellularOne has given the
     property greater visibility and all tenants have seen
     an increase in business due to this signage. Talbots
     has a premium location on the pylon sign which will be
     a big incentive for a new tenant, and Northridge
     Commons tenants have direct street access.
     
     During the third quarter of 1996 rental revenue for
     Tucson Lock-It Lockers, Phoenix Lock-It Lockers, and
     Cave Creek Lock-It Lockers  increased compared to the
     second quarter of 1995 due to increased rental rates.
     Also during the third quarter of 1996, rental revenue
     for Northridge Commons increased compared to the third
     quarter of 1995 due to a increase in occupancy at
     Northridge Commons.
     
     Operating expenses during the third quarter of 1996
     increased compared to the operating expenses during the
     same quarter in 1995 due to maintenance costs at Tucson
     Lock-It and Cave Creek Lock-It Lockers. 
     
     The Partnership continued cash distributions to its
     partners with distributions totaling $46,413 for the
     third quarter of 1996. These distributions are required
     to be allocated 97% to Limited Partners ($45,021) and
     3% to the General Partners ($1,392). 
     
          <PAGE>
PART II. OTHER INFORMATION
     
     
     
     Item 6(b). Reports on Form 8-K
     
     There were no reports on Form 8-K for the quarter ended
     September 30, 1996.
     
          <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.
     
     National Real Estate Limited Partnership
     Income Properties
     (Registrant)
     
     
     
     
     Date        /S/November 15, 1996
     
     /S/        John Vishnevsky              
     ________________________________
     John Vishnevsky
     President and Chief Operating and
     Executive Officer
     National Development and Investment, Inc.
     Corporate General Partner
     
     
     Date       /S/November 15, 1996
     /S/        John Vishnevsky 
     __________________________________
     John Vishnevsky
     Chief Financial and Accounting Officer
     
     Date       /S/November 15, 1996
     Stephen P. Kotecki            
     __________________________________
     Stephen P. Kotecki
     President 
     EC Corp
     Corporate General Partner
     
     
     
     
     
     
     
     
     F:\WPDOCS\LETTERS\NIP3QTR.EL6
     

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          757780
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                757780
<PP&E>                                         7309609
<DEPRECIATION>                                 2076222
<TOTAL-ASSETS>                                 5991167
<CURRENT-LIABILITIES>                           885039
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     5106128<F1>
<TOTAL-LIABILITY-AND-EQUITY>                   5991167
<SALES>                                              0
<TOTAL-REVENUES>                                753629
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                680996
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 101340
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    101340
<EPS-PRIMARY>                                    98300
<EPS-DILUTED>                                    10.92<F2>
<FN>
<F1>Refers to General Partners and Limited Partners capital.
<F2>Limited Partners - Interests Outstanding=9004.15
</FN>
        

</TABLE>


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