OUTLOOK INCOME FUND 9
10-Q, 1995-08-14
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 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: 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 June 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)

                                                 June 30,     December 31,
          Assets                                   1995           1994 
          -------                               -----------   ------------
          Real estate investments, at cost: 
            Land                                $  4,192       $  4,192
            Building and improvements             25,693         25,510
                                                 --------       --------
                                                  29,885         29,702
            Less accumulated depreciation         (9,013)        (8,479)
                                                 --------       --------
                Net real estate investments       20,872         21,223 

          Property held for sale, net                  -          9,282
          Property held pending foreclosure,
           net                                         -          3,591
          Cash and cash equivalents                  274            801
          Notes receivable                         2,000          2,000
          Accounts receivable, net                   162             87
          Prepaid expenses and other assets          197            280
          Deferred financing costs and other
            fees (net of accumulated
            amortization of $1,083 and
            $1,014 in 1995 and 1994,
            respectively)                            704          1,015
                                                 --------       --------
                  Total assets                  $ 24,209       $ 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)

                                                 June 30,     December 31,
                                                   1995           1994 
                                                -----------    -----------
          Liabilities and Partners' Equity (Deficit)
          ------------------------------------------
          Notes payable - secured               $ 14,900       $ 26,076
          Participating notes:
            Notes issued and outstanding           4,915          5,229
            Accrued interest, thereon              4,601          4,582
            Less: Notes held in trust             (2,656)          (544)
                  Accrued interest, thereon       (2,458)          (413)
                                                 --------       --------
              Net due to outside holders           4,402          8,854 


          Note payable - unsecured                     -              7
          Accrued interest payable                   694            785
          Accounts payable                           116            152
          Accrued expenses                           390            247
          Deferred income and security
           deposits                                   74            134
                                                 --------       --------
              Total liabilities                   20,576         36,255 

          Partners' equity (deficit):
            General Partner                         (391)          (407)
            Limited Partners, 35,742,572
              Equity Units outstanding             4,024          2,431
                                                 --------       --------
                Total partners' equity             3,633          2,024
                                                 --------       --------
                  Total liabilities and
                   partners' equity             $ 24,209       $ 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)

                                       Six months ended      Three months ended
                                            June 30,               June 30,   
                                         1995      1994         1995      1994
                                       ------     ------      ------     ------
     Revenues:
       Operating                      $ 4,357    $ 5,066     $ 1,822    $ 2,489
       Interest and other                 231        197         101         81
                                       ------     ------      ------     ------
          Total revenues                4,588      5,263       1,923      2,570
                                       ------     ------      ------     ------
     Expenses:                              
       Operating (including $1,193 and
        $1,340 paid to affiliates in
        the six months ended June 30,
        1995 and 1994, respectively)    2,885      3,289       1,293      1,661
       General and administrative
        (including $229 and $246 paid
        to affiliates in the six
        months ended June 30, 1995
        and 1994, respectively)           290        298         152        144
       Depreciation and amortization      863        909         399        454
       Interest                         1,221      1,545         477        771
                                       ------     ------      ------     ------
          Total expenses                5,259      6,041       2,321      3,030
                                       ------     ------      ------     ------

     Loss before extraordinary items     (671)      (778)       (398)      (460)

     Extraordinary items:
       Gain on sale of assets             155          -           -          -
       Gain on deed-in-lieu of
        foreclosure                       196          -         196          -
       Gain from Participating Notes
        purchased                       1,929          -          21          -
                                        ------     ------      ------     ------
        Total extraordinary items       2,280          -         217          - 

     Net income (loss)                $ 1,609     $ (778)     $ (181)    $ (460)
                                        ======     ======      ======     ======
     Net income (loss) per Equity
       Unit                           $  0.04     $(0.02)     $(0.01)    $(0.01)
                                        ======     ======      ======     ======

     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 six months ended June 30, 1995 and 1994
                                     (Unaudited)



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

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

     Net loss                             (8)       (770)       (778)
                                     --------    --------    --------

     Balance at June 30, 1994       $   (386)   $  4,525    $  4,139
                                     ========    ========    ========


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

     Net income                           16       1,593       1,609
                                     --------    --------    --------

     Balance at June 30, 1995       $   (391)   $  4,024    $  3,633
                                     ========    ========    ========























                   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)
                                                               Six months ended
                                                                   June 30,    
                                                              ------------------
                                                                1995      1994 
                                                              ------    ------
     Cash flows provided by operating activities:                  
       Net income (loss)                                    $  1,609  $  (778)
     Adjustments to reconcile net income (loss) to net
         cash provided by operating activities:
         Depreciation and amortization                          863       909
         Gain on sale of asset                                 (155)        -
         Gain on deed-in-lieu of foreclosure                   (196)        -
         Gain from Participating Notes purchased             (1,929)        -
     Changes in assets and liabilities:                            
         Accounts receivable                                    (75)      (46)
         Prepaid expenses and other assets                       83         7
         Deferred financing and other fees                      136       (76)
         Accounts payable                                       (36)        -
         Accrued expenses                                       143      (104)
         Accrued interest payable                               107       308
         Deferred income and security deposits                  (60)        3
                                                            --------  --------
     Net cash provided by operating activities                  490       223
                                                            --------  --------
     Cash flows provided by (used for) investing activities:
         Acquisitions of and additions to real estate          (199)     (299)
         Proceeds from sale of Millwood                       9,549         -
                                                            --------  --------
       Net cash provided by (used for) investing activities   9,350      (299)
                                                            --------  --------
     Cash flows provided by (used for) financing activities:
       Notes payable principal payments                      (7,639)     (347)
       Repayment of unsecured notes payable                  (2,007)       (2)
       Borrowings on unsecured notes payable                  2,000         -
       Payment of Participating Notes and accrued
         interest from Millwood sale                           (609)        -
       Buy-back of Participating Note units - discounted     (2,112)        -
                                                            --------  --------
         Net cash used for financing activities             (10,097)     (349)
                                                            --------  --------
     Net decrease in cash and cash equivalents                 (527)     (425)

     Cash and cash equivalents at beginning of period           801     1,375
                                                            --------  --------
     Cash and cash equivalents at end of period             $   274     $ 950
                                                            ========  ========

     Supplemental disclosure of cash flow information:
       Cash paid for interest                             $   1,194  $  1,036
                                                            ========  ========


                                   -continued-


                                     Page 6 of 17





                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                       Statements of Cash Flows (in thousands)
                                     (Unaudited)


     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

                                    June 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 June 30,  1995 and December  31, 1994, and
          the related statements of operations for the six and three months
          ended June 30, 1995 and 1994, and the changes in partners' equity
          and cash flows for the six months ended June 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 six  months ended June  30, 1995  and
          1994, are the following amounts paid to Glenborough:

                                              1995       1994
                                           --------    --------
          Property management fees         $ 90,500   $ 118,200
          Property salaries (reimbursed)    101,900     186,700
          Hotel management fees             135,900     141,200
          Hotel salaries (reimbursed)       865,100     893,500

          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  $229,100   and  $236,100   by  the
          Partnership  for such expenses  during the six  months ended June
          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
          a first deed  of trust  note secured by  Branford Business  Park.
          Such expense is included in general and administrative expenses.


                                     Page 8 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                            Notes to Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          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).   After  closing costs  and the
          payoff  of the two notes, the Partnership netted cash proceeds in
          the amount of  $152,300.   The Partnership recognized  a gain  on
          sale  on  its  1995 Statement  of  Operations  in  the amount  of
          $155,000.     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.







                                     Page 9 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                            Notes to Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          Note 5.   PARTICIPATING NOTES
                    --------------------
          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  46%  of  the  Noteholders
          accepted  the  offer.   Buying back  these  notes will  provide a
          significant  interest  savings  to  the  Partnership,  which will
          benefit the Equity Unit investors (whose returns are subordinated
          to  the Noteholders'  receiving a  return of  principal plus  12%
          simple  deferred interest per  annum). On February  15, 1995, the
          Partnership  repurchased approximately $2,190,000 in principal of
          the  Participating Notes with  accrued interest  of approximately
          $1,908,000  for a  total purchase  price of  $2,190,000 with  the
          proceeds  from a $2,000,000 short-term  loan.  By  June 30, 1995,
          some  of  the  Noteholders  who  originally  accepted  the  Offer
          declined  it.    Therefore,  the  final  amount  of   repurchased
          Participating Notes  at June  30, 1995  was $2,112,000.   Accrued
          interest  on these  Notes amounted  to $1,929,000.   The  accrued
          interest  equated  to the  discount,  since  the noteholders  who
          accepted  the  Offer  received  the  principal  amount  of  their
          original  note without  any of  the deferred interest  accrued to
          date. 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  $609,000 ($314,000  of
          Participating Notes principal with accrued interest in the amount
          of $295,000)  to  the Noteholders  as  a result  of the  sale  of


                                    Page 10 of 17






                                OUTLOOK INCOME FUND 9,
                           A CALIFORNIA LIMITED PARTNERSHIP

                            Notes to Financial Statements

                                    June 30, 1995
                                     (Unaudited)

          Millwood Estates  in  accordance  with  the  Participating  Notes
          Indenture.    Due   to  cash  constraints   experienced  by   the
          Partnership, $279,300 was accrued and payable at June 30, 1995.

          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 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  retains  the  right  to  extend  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  $196,000 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.









                                    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.

          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  46%  of  the  Noteholders
          accepted  the  offer.   Buying back  these  notes will  provide a
          significant interest  savings  to  the  Partnership,  which  will
          benefit the Equity Unit investors (whose returns are subordinated
          to  the Noteholders'  receiving a  return of  principal plus  12%
          simple  deferred interest per  annum). On February  15, 1995, the
          Partnership  repurchased approximately $2,190,000 in principal of
          the Participating  Notes with accrued  interest of  approximately
          $1,908,000  for a  total purchase  price of  $2,190,000 with  the
          proceeds  from a $2,000,000 short-term  loan.  By  June 30, 1995,
          some  of  the  Noteholders  who  originally  accepted  the  Offer
          declined  it.    Therefore,  the  final  amount  of   repurchased
          Participating Notes  at June  30, 1995  was $2,112,000.   Accrued
          interest  on these  Notes amounted  to $1,929,000.   The  accrued
          interest  equated  to the  discount,  since  the noteholders  who
          accepted  the  offer  received  the  principal  amount  of  their
          original  note without  any of  the deferred interest  accrued to
          date  (see Note 5  of the  Notes to  Financial Statements).   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


                                    Page 12 of 17






          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 of the Notes to Financial Statements).

          In anticipation of the Regency  Residence property being given to
          the bank by a  deed-in-lieu of foreclosure 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.

          Accounts  receivable  at  June  30,  1995  increased  $75,000  to
          $162,000  from $87,000 at December  31, 1994 due  primarily to an
          increase  in  accounts  receivable  at  the  Memphis  and   Tempe
          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.

          Prepaid expenses and other assets decreased $83,000 from December
          31, 1994 to June 30, 1995 primarily due to payments from property
          tax and  insurance  impound accounts  which are  required by  two
          lenders who hold the  notes secured by the  Lake Mead and  Bryant
          Lake  properties.    Property  taxes  for  these  properties  are
          primarily due in the  second and fourth quarter of  each calendar
          year.

          Deferred   financing   costs   and  other   fees   decreased   by
          approximately $311,000 from December 31, 1994 to June 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 $11,176,000  decrease in notes payable-secured  from December
          31, 1994 to June 30,  1995 was primarily due to the payoff of the


                                    Page 13 of 17






          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 increased approximately  $143,000 from $247,000
          at  December 31,  1994 to  $390,000 at  June 30,  1995 due  to an
          accrual  in the amount of $279,300 associated with the payment of
          Participating Notes and relating accrued  interest as a result of
          the  Millwood  sale  (as discussed  in  Note  5 of  the  Notes to
          Financial Statements), partially offset by a decrease in  accrued
          property taxes.

          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 $4,357,000 for  the six month period ending
          June 30, 1995 decreased $709,000 compared to the six month period
          ending June 30, 1994  primarily as a result of  decreased revenue
          resulting from  the  disposition  of  the  Millwood  and  Regency
          Residence properties which accounted for a $505,000 and  $194,000
          decrease,  respectively.     Occupancies  of   the  Partnership's
          remaining  properties did  not vary  significantly from  June 30,
          1994 to June 30, 1995.

          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   
                                               ------------------
                                              June 30,     June 30,
                                                1995         1994 
                                              ---------   ---------
          Lake Mead Estates                      91%         99%
          Bryant Lake Phases I and II           100%         100%
          Bryant Lake Phase III                  99%         91%
          Country Suites - Memphis               72%         77%
               Average Daily Room Rate         $52.58       $52.37
          Country Suites - Tempe                 89%         87%
               Average Daily Room Rate         $53.04       $46.93


          Operating expenses of $2,885,000 for the  six month period ending
          June 30, 1995 decreased $404,000 compared to the six month period


                                    Page 14 of 17






          ending  June 30, 1994 primarily as a result of decreased expenses
          resulting from  the  disposition  of  the  Millwood  and  Regency
          Residence properties which accounted for a $185,000 and  $191,000
          decrease, respectively.

          The  decrease in  depreciation and  amortization of  $46,000 from
          June 30,  1994 to June  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 $324,000 from June  30, 1994
          to June 30, 1995 is  a result of the disposition of  the Millwood
          and Regency  Residence properties which accounted  for a $188,000
          and $54,000 decrease, respectively.   In addition, $82,000 of the
          decrease relates to the repurchase 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 $155,000 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 $196,000 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 $1,929,000 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

                         On June  13, 1995, the Partnership  filed a report
          on             Form 8-K reporting the sale of Millwood Estates on
                         March 28, 1995.

                         On June 19, 1995, the Partnership file a report of
                         Form 8-K reporting the deed-in-lieu of foreclosure
                         for  the Regency  Residence  property  on May  26,
          1995.






























                                    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: August 11, 1995            By: /s/ Andrew Batinovich      
                                               ----------------------------
                                               Andrew Batinovich
                                               Senior Vice President,
                                               Chief Financial Officer
                                               and Director

           




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