OUTLOOK INCOME FUND 9
10-Q, 1995-11-14
REAL ESTATE
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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 September 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: 0-15837


                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP         
              ----------------------------------------------------------
                (Exact name of Registrant as specified in its charter)


                    California                              33-0202964  
          --------------------------------               ----------------
          (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 executive offices)               (Zip Code)

                                    (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 September 30, 1995: 35,742,572

                              NO EXHIBIT INDEX REQUIRED




                                     Page 1 of 17






          PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                                    Balance Sheets
                         (in thousands, except Unit amounts)
                                     (Unaudited)

                                               September 30,  December 31,
          Assets                                   1995           1994 
          -------                               -----------   ------------
          Real estate investments, at cost: 
            Land                                $  4,192       $  4,192
            Building and improvements             25,758         25,510
                                                 --------       --------
                                                  29,950         29,702
            Less accumulated depreciation         (9,276)        (8,479)
                                                 --------       --------
                Net real estate investments       20,674         21,223 

          Property held for sale, net                  -          9,282
          Property held pending foreclosure,
           net                                         -          3,591
          Cash and cash equivalents                  554            801
          Notes receivable                         2,000          2,000
          Accounts receivable, net                   181             87
          Prepaid expenses and other assets          276            280
          Deferred financing costs and other
            fees (net of accumulated
            amortization of $1,159 and
            $1,014 in 1995 and 1994,
            respectively)                            634          1,015
                                                 --------       --------
                  Total assets                  $ 24,319       $ 38,279
                                                 ========       ========















                                     (continued)

                   See accompanying notes to financial statements.


                                     Page 2 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                              Balance Sheets - continued
                         (in thousands, except Unit amounts)
                                     (Unaudited)

                                               September 30,  December 31,
                                                   1995           1994 
                                                -----------    -----------
          Liabilities and Partners' Equity (Deficit)
          ------------------------------------------
          Notes payable - secured               $ 14,875       $ 26,076
          Participating notes:
            Notes issued and outstanding           4,591          5,229
            Accrued interest, thereon              4,436          4,582
            Less: Notes held in trust             (2,329)          (544)
                  Accrued interest, thereon       (2,226)          (413)
                                                 --------       --------
              Net due to outside holders           4,472          8,854 


          Note payable - unsecured                   500              7
          Accrued interest payable                   708            785
          Accounts payable                           134            152
          Accrued expenses                           172            247
          Deferred income and security
           deposits                                   65            134
                                                 --------       --------
              Total liabilities                   20,926         36,255 

          Partners' equity (deficit):
            General Partner                         (393)          (407)
            Limited Partners, 35,742,572
              Equity Units outstanding             3,786          2,431
                                                 --------       --------
                Total partners' equity             3,393          2,024
                                                 --------       --------
                  Total liabilities and
                   partners' equity             $ 24,319       $ 38,279
                                                 ========       ========














                   See accompanying notes to financial statements.


                                     Page 3 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

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

                                          Nine months ended  Three months ended
                                            September 30,       September 30,   

                                          1995        1994    1995        1994
                                          ------     ------   ------     ------
     Revenues:
       Operating                          5,981      7,454    1,624      2,388
       Interest and other                   337        381      106        184
                                          ------     ------   ------     ------
          Total revenues                  6,318      7,835    1,730      2,572
                                          ------     ------   ------     ------
     Expenses:                                 
       Operating (including $1,340 and
        $1,975 paid to affiliates in
        the nine months ended September
        30, 1995 and 1994, respectively)  3,955      4,999    1,070      1,710
       General and administrative
        (including $344 and $361 paid
        to affiliates in the nine
        months ended September 30, 1995
        and 1994, respectively)             424        440      134        142
       Depreciation and amortization      1,200      1,424      337        515
       Interest                           1,629      2,315      408        770
                                          ------     ------   ------     ------
          Total expenses                  7,208      9,178    1,949      3,137
                                          ------     ------   ------     ------

     Loss before extraordinary items       (890)    (1,343)    (219)      (565)

     Extraordinary items:
       Gain on sale of asset                158          -        3          -
       Gain on deed-in-lieu of                                                
        foreclosure                         186          -      (10)         -
       Gain from Participating Notes
        purchased                         1,915          -      (14)         -
                                          ------     ------   ------     ------
        Total extraordinary items         2,259          -      (21)         - 

     Net income (loss)                  $ 1,369    $(1,343) $  (240)   $  (565)
                                          ======     ======   ======     ======
     Net income (loss) per Equity
       Unit                             $  0.04    $ (0.04) $ (0.01)   $ (0.02)
                                          ======     ======   ======     ======

     Distributions per Equity Unit      $     -    $     -  $     -    $     -
                                          ======     ======   ======     ======


                   See accompanying notes to financial statements.


                                     Page 4 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                       Statements of Partners' Equity (Deficit)
                                    (in thousands)

                For the nine months ended September 30, 1995 and 1994
                                     (Unaudited)



                                                                    Total
                                           General     Limited    Partners'
                                           Partner    Partners     Equity
                                          --------    --------    --------

          Balance at December 31, 1993   $   (378)   $  5,295    $  4,917 

          Net loss                            (13)     (1,330)     (1,343)
                                          --------    --------    --------

          Balance at September 30, 1994  $   (391)   $  3,965    $  3,574
                                          ========    ========    ========


          Balance at December 31, 1994   $   (407)   $  2,431    $  2,024 

          Net income                           14       1,355       1,369
                                          --------    --------    --------

          Balance at September 30, 1995  $   (393)   $  3,786    $  3,393
                                          ========    ========    ========























                   See accompanying notes to financial statements.


                                     Page 5 of 17




                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                       Statements of Cash Flows (in thousands)
                                     (Unaudited)
                                                             Nine months ended
                                                               September 30,
                                                             -----------------
                                                                1995      1994 
                                                              ------    ------
     Cash flows provided by operating activities:                  
       Net income (loss)                                    $ 1,369   $(1,343)
     Adjustments to reconcile net income (loss) to net
         cash provided by operating activities:
         Depreciation and amortization                        1,200     1,424
         Gain on sale of asset                                 (158)        -
         Gain on deed-in-lieu of foreclosure                   (186)        -
         Gain from Participating Notes purchased             (1,915)        -
     Changes in assets and liabilities:                            
         Accounts receivable                                    (95)     (120)
         Prepaid expenses and other assets                      (55)     (149)
         Deferred financing and other fees                      130       (90)
         Accounts payable                                       (18)      (27)
         Accrued expenses                                       (60)      181
         Accrued interest payable                               291       463
         Deferred income and security deposits                  (69)      (16)
                                                            --------  --------
     Net cash provided by operating activities                  554       323
                                                            --------  --------
     Cash flows provided by (used for) investing activities:
         Acquisitions of and additions to real estate          (264)     (383)
         Proceeds from sale of Millwood                       9,352         -
                                                            --------  --------
       Net cash provided by (used for) investing activities   9,088      (383)
                                                            --------  --------
     Cash flows provided by (used for) financing activities:
       Notes payable principal payments                      (7,664)     (399)
       Repayment of unsecured notes payable                  (2,007)       (2)
       Borrowings on unsecured notes payable                  2,500         -
       Payment of Participating Notes and accrued                            
         interest from Millwood sale                           (609)        -
       Buy-back of Participating Note units - discounted     (2,109)        -
                                                            --------  --------
         Net cash used for financing activities              (9,889)     (401)
                                                            --------  --------
     Net decrease in cash and cash equivalents                 (247)     (461)

     Cash and cash equivalents at beginning of period           801     1,375
                                                            --------  --------
     Cash and cash equivalents at end of period             $   554   $   914
                                                            ========  ========

     Supplemental disclosure of cash flow information:
       Cash paid for interest                               $ 1,336   $ 1,653
                                                            ========  ========



                                   -continued-

                                     Page 6 of 17




                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                       Statements of Cash Flows (in thousands)
                                     (Unaudited)

                                                             Nine months ended
                                                               September 30,
                                                             -----------------
                                                                1995      1994 
                                                              ------    ------
     Supplemental disclosure of noncash transactions:
        Reduction of accrued interest payable resulting from
        purchase of Participating Notes at discount         $  1,929  $     -
                                                            ========  ========
        Reduction of real estate investments resulting
        from a deed-in-lieu of foreclosure                  $  3,718  $     -
                                                            ========  ========
        Reduction of note payable resulting from a
        deed-in-lieu of foreclosure                         $  3,537  $     -
                                                            ========  ========




































                   See accompanying notes to financial statements.


                                     Page 7 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                            Notes to Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          Note 1.  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 Outlook
          Income   Fund   9,   A  California   Limited   Partnership   (the
          "Partnership"), as  of September 30, 1995 and  December 31, 1994,
          and the related statements  of operations for the nine  and three
          months  ended September  30, 1995  and 1994,  and the  changes in
          partners'  equity  and  cash  flows  for the  nine  months  ended
          September 30, 1995 and 1994.

          Note 2.  REFERENCE TO 1994 AUDITED FINANCIAL STATEMENTS
                   ----------------------------------------------
          These   unaudited   financial  statements   should  be   read  in
          conjunction with the  Notes to Financial  Statements included  in
          the 1994 audited financial statements.

          Note 3.  TRANSACTIONS WITH AFFILIATES
                   ----------------------------
          Glenborough    Corporation    and    Glenborough   Hotel    Group
          ("Glenborough"),  affiliates  of Glenborough  Realty Corporation,
          have  been  compensated for  management  services.   Included  in
          operating expenses for the nine  months ended September 30,  1995
          and 1994, are the following amounts paid to Glenborough:

                                              1995       1994
                                           --------    --------
          Property management fees        $ 123,500   $ 175,800
          Property salaries (reimbursed)    141,000     256,600
          Hotel management fees             184,600     204,700
          Hotel salaries (reimbursed)       891,200   1,338,300

          The Partnership also reimbursed Glenborough for expenses incurred
          for services  provided to  the  Partnership such  as  accounting,
          investor  services,  data  processing,  duplicating   and  office
          supplies, legal and administrative services and the actual  costs
          of   goods  and  materials  used  for   or  by  the  Partnership.
          Glenborough  was   reimbursed  $343,900   and  $351,800   by  the
          Partnership for  such  expenses  during  the  nine  months  ended
          September  30, 1995  and 1994,  respectively.   Such amounts  are
          included in general and administrative expenses.

          In addition, in  accordance with the  Partnership Agreement,  the
          Partnership paid Glenborough a transaction fee in January 1994 of
          $9,500  for negotiating the October 1993 financing in the form of



                                     Page 8 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                            Notes to Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          a first deed  of trust  note secured by  Branford Business  Park.
          Such expense is included in general and administrative expenses.

          The  Partnership  paid  Glenborough  Corporation  a  3%  property
          disposition fee in the  amount of $312,000 for the  Millwood sale
          (discussed in Note 4).   The fee was computed  in accordance with
          the partnership agreement  and was  included in the  net gain  on
          sale of assets.

          Note 4.   PROPERTY SALES
                    --------------
          In  December 1993,  based  upon the  deterioration  of the  local
          market as seen in  the steady decline of occupancy,  market rents
          and net operating income from 1991, and based on the unsuccessful
          attempt at  generating interest  in the  Branford property  at an
          asking  price approximately equivalent  to the book  value of the
          property,  management  determined  that  the  carrying  value  of
          Branford  Business  Park had  been impaired.    As a  result, the
          Partnership recorded  a writedown  of  $1,697,400 to  reduce  the
          carrying value of  the property to  its estimated net  realizable
          value.

          On November 15, 1994, the Partnership sold Branford Business Park
          to  an unaffiliated  third  party for  $2,675,000,  out of  which
          $700,000 was used to  payoff the outstanding note secured  by the
          property.   The  Partnership financed a  $2,000,000 note  at 8.5%
          interest  with  interest-only  payments  due  until  maturity  on
          November  11, 1999.  Since the cash received from the transaction
          was  used  to payoff  the outstanding  note, the  Partnership was
          responsible  for  paying   $166,000  in  closing   costs.     The
          Partnership  incurred a  loss  on  the  sale  in  the  amount  of
          $257,000.

          On  March  28,  1995,  the  Partnership  sold  Millwood   Estates
          Apartments to an unaffiliated third party for $10,400,000, out of
          which $7,572,400  was used to payoff the outstanding note secured
          by the property.  In addition, sales proceeds were used to payoff
          the  $2,000,000  note  payable used  to  repurchase Participating
          Notes (as discussed  in Note  5).  The  Partnership recognized  a
          gain on sale on its 1995 Statement of Operations in the amount of
          $158,000.    In   anticipation  of  the  sale  of  the  property,
          management reclassified the  net book value  of Millwood  Estates
          Apartments  to  "Property held  for  sale"  on the  Partnership's
          December 31, 1994 balance sheet.

          Note 5.   PARTICIPATING NOTES
                    --------------------



                                     Page 9 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                            Notes to Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          In January  1994, the  Partnership sent  a "Conditional  Offer to
          Purchase  12%  Participating Notes"  ("the  Offer")  to all  Note
          investors.   The Offer was  made to  Noteholders in an  effort to
          reduce the impact of the Notes' accrued interest  on the value of
          the Equity  Units.  The Offer was  contingent upon selling one or
          more  properties or  otherwise obtaining  financing to  raise the
          cash needed  to repurchase  the Notes at  a discount.   The Offer
          originally  expired   December  1,  1994  but   was  extended  an
          additional  60  days.    Approximately  45%  of  the  Noteholders
          accepted  the  Offer.   Buying back  these  notes has  provided a
          significant  interest  savings  to  the  Partnership,  which  has
          benefited   the  Equity   Unit  investors   (whose  returns   are
          subordinated to the Noteholders' receiving a return of  principal
          plus 12% simple deferred interest per annum). 

          In 1995,  when it came time  to actually buy back  the Notes from
          those  investors who had accepted  the offer in  1994, several of
          those investors  declined.   The  resulting  repurchase  totalled
          $2,102,000  in  original Note  principal.    The related  accrued
          interest  on these Notes was  $1,899,000, which was  not paid and
          represented the discount the Partnership received in the buyback.
          The Partnership used  the proceeds from  a $2,000,000  short-term
          loan to fund  the repurchase (further  discussion follows).   The
          forgiveness was  recognized  as  an  extraordinary  gain  on  the
          Partnership's 1995  statement  of  operations.    The  Notes  and
          accrued  interest will be  held in trust  for the  benefit of the
          Partnership.

          On January 27, 1995, the Partnership  borrowed $2,000,000 from an
          unaffiliated lender  to facilitate  the  repurchase of  Notes  as
          discussed  above.   Since  the  Partnership  was  relying on  the
          proceeds from  the sale of  a property to fund  the repurchase of
          the Notes, but  such funds would not be  available until the sale
          of Millwood Estates, the Partnership borrowed the money necessary
          to facilitate the purchase in order to meet the deadline required
          by  the Offer.   The  loan required  interest-only payments  at a
          variable interest rate (11%  at March 28, 1995) and  matured June
          26, 1995.  However, the loan was  paid off on March 28, 1995 with
          a  portion  of the  proceeds from  the  sale of  Millwood Estates
          Apartments (discussed in Note 4).

          On  June 9,  1995,  the Partnership  paid  $610,000 ($315,000  of
          Participating Notes principal with accrued interest in the amount
          of $295,000)  to  the Noteholders  as  a result  of  the sale  of
          Millwood  Estates in  accordance  with  the  Participating  Notes
          Indenture.




                                    Page 10 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                            Notes to Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          In June 1995, the Partnership sent a second "Conditional Offer to
          Purchase  12% Participating  Notes" (the  "second Offer")  to the
          remaining Noteholders.  The second Offer is for the repurchase of
          the Notes for a price  equal to 135% of the Noteholders  original
          investment  (ie. the purchase price  for each Note  will be $1.35
          compared to  an approximate  current  Note and  accrued  interest
          value  of  $1.95).   The  second  Offer  is  contingent upon  the
          Partnership's ability to raise the funds necessary from the  sale
          of properties or third-party  financing for the repurchase.   The
          Partnership reserves  the right  to repurchase  only some  of the
          Notes or not to  repurchase any Notes, depending upon  the amount
          of Noteholders who accept the second Offer and the price at which
          the Partnership is able to sell the properties.  The second Offer
          expires October 31,  1995, but the  Partnership has extended  the
          expiration to December 31, 1995.

          Note 6.   PROPERTY HELD PENDING FORECLOSURE
                    ---------------------------------
          Based on  the continued low  occupancy due to  market saturation,
          and  the  property's inability  to  meet  debt service  payments,
          management  negotiated a  deed-in-lieu  of  foreclosure with  the
          lender on the  Regency Residence property.  The  Partnership paid
          all net cash flow (defined as all income collected less operating
          expenses) to the  lender from  November 1994 until  title to  the
          property passed  on May 26, 1995.   The principal balance  of the
          note secured by the property on May 26, 1995 was $3,537,000, with
          accrued interest in the amount of $98,700.

          The Partnership recorded a  write-down of $835,900 to  reduce the
          carrying value of the property to the balance of the note payable
          and accrued interest at December 31, 1994.

          The Partnership recognized a gain on deed-in-lieu of  foreclosure
          in  the  amount of  $186,000 primarily  due  to the  write-off of
          accrued property taxes that  the property was unable to pay.  The
          gain  is   included  on  the  Partnership's   1995  statement  of
          operations.

          Note 7.   NOTE PAYABLE-UNSECURED
                    ----------------------
          In September  1995, the  Partnership  borrowed $500,000  from  an
          unaffiliated third-party.  Interest is payable monthly at  10.75%
          until maturity  of May 1996.  Proceeds from the loan were used to
          supplement  cash   in  order  to  facilitate   the  repayment  of
          Participating Notes and related  accrued interest as a result  of
          the  sale  of  the Millwood  property  (see  Note  5 for  further
          discussion).



                                    Page 11 of 17






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

          LIQUIDITY AND CAPITAL RESOURCES

          Outlook Income Fund 9  was formed to invest in  improved, income-
          producing real estate with the following objectives: (i) preserve
          and  protect capital,  (ii)  provide substantially  tax-sheltered
          distributions to Unit holders, and  (iii) offer the potential for
          appreciation in value.

          Distributions were  paid by  the  Partnership through  the  first
          quarter  of 1991.  But the Partnership had historically paid more
          in distributions than  it earned, and had  depleted its reserves.
          Since 1991,  management  has been  striving  to reduce  debt  and
          rebuild reserves  to a  level of  at least  $2,000,000.   At this
          time,  management is  unable to  predict when  distributions will
          resume.

          As part  of the  effort  to reduce  debt,  in January  1994,  the
          Partnership   sent  a   "Conditional   Offer  to   Purchase   12%
          Participating Notes" ("the  Offer") to all  Note investors.   The
          Offer was made to Noteholders  in an effort to reduce the  impact
          of the Notes' accrued interest on the value of the  Equity Units.
          The Offer was contingent  upon selling one or more  properties or
          otherwise  obtaining  financing  to  raise  the  cash  needed  to
          repurchase the Notes at a discount.  The Offer originally expired
          December  1,  1994  but  was  extended  an  additional  60  days.
          Approximately 45% of the Noteholders accepted the Offer.   Buying
          back these notes  has provided a significant interest  savings to
          the Partnership, which  has benefited the  Equity Unit  investors
          (whose returns  are subordinated to the  Noteholders' receiving a
          return of principal plus 12% simple deferred interest per annum).


          In 1995,  when it came time  to actually buy back  the Notes from
          those  investors who had accepted  the offer in  1994, several of
          those  investors  declined.   The  resulting  repurchase totalled
          $2,102,000  in  original Note  principal.    The related  accrued
          interest  on these Notes was  $1,899,000, which was  not paid and
          represented the discount the Partnership received in the buyback.
          The Partnership used  the proceeds from  a $2,000,000  short-term
          loan to fund  the repurchase (further  discussion follows).   The
          forgiveness was  recognized  as  an  extraordinary  gain  on  the
          Partnership's 1995  statement  of  operations.    The  Notes  and
          accrued interest will  be held in  trust for the  benefit of  the
          Partnership.

          On January 27,  1995, the Partnership borrowed $2,000,000 from an
          unaffiliated  lender  (guaranteed  by  the  General  Partner)  to
          facilitate the repurchase of Notes as discussed above.  Since the
          Partnership  was relying  on  the proceeds  from  the sale  of  a
          property  to fund  the repurchase  of the  Notes, but  such funds
          would  not be available until  the sale of  Millwood Estates, the
          Partnership  borrowed  the  money  necessary  to  facilitate  the
          purchase in order  to meet  the deadline required  by the  Offer.


                                    Page 12 of 17






          The loan  required interest-only payments at  a variable interest
          rate (11% at March 28, 1995) and matured June 26, 1995.  However,
          the loan  was paid off  on March 28,  1995 with a  portion of the
          proceeds from the sale of Millwood Estates Apartments  (discussed
          in Note 4 of the Notes to Financial Statements).

          On  June  9, 1995,  the  Partnership paid  $610,000  ($315,000 of
          Participating Notes principal with accrued interest in the amount
          of $295,000)  to the  Noteholders  as a  result  of the  sale  of
          Millwood  Estates  in  accordance  with the  Participating  Notes
          Indenture.

          In  anticipation of a deed-in-lieu  of foreclosure of the Regency
          Residence  property  as  discussed in  Note  6  of  the Notes  to
          Financial Statements,  the Partnership recorded a  net realizable
          value reserve in the amount of  $835,900 at December 31, 1994 and
          reclassed  the  net   book  value  to   "Property  held   pending
          foreclosure, net"  on  the  Partnership's  balance  sheet.    The
          realizable  value  reserve  brought the  net  book  value of  the
          property down to  the amount outstanding  (principal and  accrued
          interest) on  the note  secured by  the property.   Title to  the
          property passed to the  lender on May 26, 1995 (see Note 6 of the
          Notes to Financial Statements).

          On  March  28,  1995,  the  Partnership  sold  Millwood   Estates
          Apartments to an unaffiliated third party for $10,400,000, out of
          which $7,572,400 was used to  payoff the outstanding note secured
          by the property.  In addition, sales proceeds were used to payoff
          the  $2,000,000 note  payable  used  to repurchase  Participating
          Notes  (as  discussed  in  Note  5  of  the  Notes  to  Financial
          Statements).   In  anticipation  of the  sale  of  the  property,
          management reclassified the  net book value  of Millwood  Estates
          Apartments  to  "Property held  for  sale"  on the  Partnership's
          December 31, 1994 balance sheet.

          In September  1995, the  Partnership  borrowed $500,000  from  an
          unaffiliated third-party.  Interest is payable monthly at  10.75%
          until maturity of May 1996.   Proceeds from the loan were used to
          supplement  cash   in  order  to  facilitate   the  repayment  of
          Participating  Notes and related accrued  interest as a result of
          the  sale  of  the Millwood  property  (see  Note  5 for  further
          discussion).

          The General  Partners have filed with the Securities and Exchange
          Commission a Registration Statement proposing  a consolidation by
          merger  of  several  entities,  not  including  the  Partnership.
          However, the Registration Statement discloses that, if the merger
          is  completed, the  merged entity  intends  to purchase  from the
          Partnership the Memphis and Tempe hotel properties for a purchase
          price of $8.7 million, subject  to the General Partners obtaining
          the  approval  of  a  majority  of  the  limited  partner  voting
          interests in the Partnership.  

          Accounts receivable at  September 30, 1995  increased $94,000  to
          $181,000  from $87,000 at December  31, 1994 due  primarily to an
          increase  in  accounts  receivable  at  the  Memphis  and   Tempe


                                    Page 13 of 17






          properties associated  with tour  groups  which accounted  for  a
          large percentage  of occupancy  at  the properties.    Management
          expects  full collection  of these  receivables and  payments are
          currently being made on the accounts.

          Deferred   financing   costs   and  other   fees   decreased   by
          approximately $381,000 from  December 31, 1994  to September  30,
          1995 as  a result of  the amortization of  costs and the  sale of
          Millwood  Estates Apartments.   Net  loan fees  in the  amount of
          $193,000  relating  to the  Millwood loan  were written-off  as a
          result of the sale of the property.

          The $11,201,000  decrease in notes payable-secured  from December
          31, 1994 to September 30, 1995 was primarily due to the payoff of
          the  loan secured  by  the Millwood  property  in the  amount  of
          $7,618,000  as part of the sale on  March 28, 1995 and the write-
          off of  the debt associated  with the Regency  Residence property
          deed-in-lieu  of foreclosure  on May  26, 1995  in the  amount of
          $3,537,000.

          Accrued expenses decreased approximately $75,000 from $247,000 at
          December 31,  1994 to $172,000 at  September 30, 1995 due  to the
          payment of property taxes.

          Security deposits decreased $69,000 from $134,000 at December 31,
          1994  to $65,000  at  September 30,  1995  primarily due  to  the
          security  deposits  related  to the  Millwood  Estate  Apartments
          property in the amount of $66,000.

          Management's ongoing  business plan  for  the Partnership  is  to
          preserve capital,  reduce debt and rebuild  reserves.  Management
          has already successfully  restructured the Partnership's deferred
          interest debt, which has lowered interest expense and  stabilized
          payments through the loan terms, and paid down the  Participating
          Notes at  a discount.   By  restructuring  and/or reducing  debt,
          building reserves,  suspending distributions, and prudent  day to
          day management of income and expenditures, management is striving
          to maintain  stable operations and  endure the  challenge of  the
          market.

          Results of Operations
          ----------------------
          Operating revenues of $5,981,000 for the nine month period ending
          September 30,  1995 decreased  $1,473,000  compared to  the  nine
          month period ending September  30, 1994 primarily as a  result of
          decreased revenue resulting from the disposition of the  Millwood
          and Regency  Residence properties which accounted  for a $937,000
          and  $556,000   decrease,  respectively.    Occupancies   of  the
          Partnership's  remaining  properties did  not  vary significantly
          from September 30, 1994 to September 30, 1995.








                                    Page 14 of 17






          Following is a  comparison of occupancy  (and average daily  room
          rate for the  hotels) of  the properties currently  owned by  the
          Partnership:

                                                 Occupancy Level
                                                   Percentage   
                                               ------------------
                                           September 30, September 30,
                                               1995          1994 
                                             ---------     ---------
          Lake Mead Apartments                  89%           93%
          Bryant Lake Phases I and II          100%          100%
          Bryant Lake Phase III                 99%           93%
          Country Suites - Memphis              75%           77%
               Average Daily Room Rate       $52.38        $53.26
          Country Suites - Tempe                88%           86%
               Average Daily Room Rate       $49.29        $43.57

          Operating expenses of $3,955,000 for the nine month period ending
          September 30,  1995 decreased  $1,044,000  compared to  the  nine
          month period ending September  30, 1994 primarily as a  result of
          decreased expenses resulting from the disposition of the Millwood
          and Regency  Residence properties which accounted  for a $409,000
          and $558,000 decrease, respectively.

          The decrease in  depreciation and amortization  of $224,000  from
          September  30, 1994  to September  30, 1995  is a  result of  the
          decrease in depreciable assets relating to the disposition of the
          Millwood and Regency Residence properties.

          The  decrease in interest expense  of $686,000 from September 30,
          1994 to September 30, 1995 is  a result of the disposition of the
          Millwood and Regency Residence properties and their related notes
          payable  which accounted  for a  $369,000 and  $134,000 decrease,
          respectively.  In addition,  $170,000 of the decrease relates  to
          the  combination  of  the  repurchase  and  the  paydown  of  the
          Participating Notes by the Partnership.

          As discussed in Note 4 of the  Notes to Financial Statements, the
          sale of  Millwood Estates resulted  in a gain of  $158,000 and is
          included on the Partnership's 1995 statement of operations.

          As discussed in Note  6 of the Notes to Financial Statements, the
          Regency Residence deed-in-lieu of foreclosure resulted in a  gain
          of $186,000 and  is included on the  Partnership's 1995 statement
          of operations.

          As discussed in  Note 5 of the Notes to Financial Statements, the
          repurchase of  Participating Notes  and  the forgiveness  of  the
          related  accrued interest resulted in a gain of $1,915,000 and is
          included on the Partnership's 1995 statement of operations.







                                    Page 15 of 17






          PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings

                    None.

          Item 6.   Exhibits and Reports on Form 8-K

                    (a)  Exhibits

                         None.

                    (b)  Reports on Form 8-K

                         None.











































                                    Page 16 of 17






                                      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.


                                        OUTLOOK INCOME FUND 9,
                                        A CALIFORNIA LIMITED PARTNERSHIP


                                        By: Glenborough Realty Corporation
                                            a California corporation
                                            Managing General Partner




          Date: November  , 1995            By: /s/ Andrew Batinovich      

                                                ---------------------------
          -
                                                Andrew Batinovich
                                                Executive Vice President,
                                                Chief Financial Officer
                                                and Director

            





























                                    Page 17 of 17



<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000801449
<NAME> OUTLOOK INCOME FUND 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                             554
<SECURITIES>                                         0
<RECEIVABLES>                                     2181
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   636
<PP&E>                                           29950
<DEPRECIATION>                                  (9276)
<TOTAL-ASSETS>                                   24319
<CURRENT-LIABILITIES>                              306
<BONDS>                                          19847
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                        3393
<TOTAL-LIABILITY-AND-EQUITY>                     24319
<SALES>                                              0
<TOTAL-REVENUES>                                  6318
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                  5579
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                1629
<INCOME-PRETAX>                                  (890)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (890)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                   2259
<CHANGES>                                            0
<NET-INCOME>                                      1369
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                        0
        

</TABLE>


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