PROMETHEUS INCOME PARTNERS
10-Q, 1996-05-15
REAL ESTATE
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- ------------------------------------------------------------------
      
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                               ___

                            FORM 10-Q

           Quarterly Report Under Section 13 or 15(d)

             Of the Securities Exchange Act of 1934

For Quarter Ended March 31, 1996   Commission File No. 000-16950

Prometheus Income Partners, a California Limited Partnership
(Exact name of registrant as specified in its charter)


         California                                   77-0082138
(State or other jurisdiction of               (IRS employee ID Number)
incorporation or organization) 

350 Bridge Parkway
Redwood City, California                              94065-1517
(Address of principal                                 (zip code)
executive offices)


Registrant's telephone number, including area code: (415)596-5300

- -------------------------------------------------------------------------
(Former name, address and former fiscal year, if changed since last report)

     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 [] 
- --------------------------------------------------------------------------

<PAGE>

                      PART I:  FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements

     The accompanying unaudited financial statements should be read in 
conjunction with the Form 10-K filed by the Partnership for the year ended 
December 31, 1995.  These statements have been prepared in accordance with 
the instructions of the Securities and Exchange Commission Form 10-Q and do
not include all of the information and footnotes required by generally 
accepted accounting principles for complete financial statements.

     While the financial information is unaudited, in the opinion of the 
General Partner, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.  The results
of operations for the three months ended March 31, 1996 are not 
necessarily indicative of the results that may be expected for the year 
ending December 31, 1996.

<PAGE>
<TABLE>

                      PROMETHEUS INCOME PARTNERS
                   a California Limited Partnership 

                            BALANCE SHEETS

                 MARCH 31, 1996 AND DECEMBER 31, 1995

                (In Thousands, Except for Unit Data)

<CAPTION>
                                              March 31,      December 31,
                                                1996              1995
                                             (Unaudited)        (Audited)
<S>                                             <C>                <C>
ASSETS
 Real Estate:
   Land, buildings and improvements             $ 29,288          $ 29,288
   Accumulated depreciation                       (6,075)           (5,938)
                                                --------          --------
                                                  23,213            23,350

 Cash                                                815               603
 Deferred expenses, net                              142               163
 Accounts receivable and other assets                102                56
                                                --------          --------
     Total assets                               $ 24,272          $ 24,172
                                                ========          ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

 Notes payable                                  $ 24,141          $ 23,791
 Payables and accrued liabilites                     393               276
                                                --------          --------
     Total liabilities                            24,534            24,067
                                                --------          --------
 
 General partner deficit                            (404)             (404)
 Limited partners' capital
     18,995 limited partnership units
     issued and outstanding                          142               509
                                                --------          --------
     Total partners' capital (deficit)              (262)              105
                                                --------          --------
 Total liabilities and partners' 
     capital (deficit)                          $ 24,272          $ 24,172
                                                ========          ========

                                        The accompanying notes are an integral
                                           part of these financial statements.

</TABLE>

<PAGE>
<TABLE>
     
                       PROMETHEUS INCOME PARTNERS
                    a California Limited Partnership

                        STATEMENTS OF OPERATIONS

          FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
 
               (In Thousands, Except for Per Unit Data)
<CAPTION>

                                                    1996          1995
                                                 (Unaudited)  (Unaudited)

<S>                                              <C>           <C>
REVENUES
  Rental revenues                                $ 1,180       $ 1,001
  Other income                                        24            23
  Interest income                                      7             5
                                                 -------       ------- 
   Total revenues                                  1,211         1,029
                                                 -------       -------
EXPENSES
  Interest                                           620           586
  Operating and administrative                       425           357
  Depreciation and amortization                      158           153
                                                 -------       -------
    Total expenses                                 1,203         1,096
                                                 -------       -------

NET INCOME (LOSS)                                $     8       $   (67)
                                                 =======       =======
Net income (loss) per $1,000
  limited partnership unit                       $    .4       $    (4)
                                                 =======       =======
Number of limited partnership
  units used in computation                       18,995        18,995
                                                  ======        ======

                                 The accompanying notes are an integral
                                    part of these financial statements.

</TABLE>


<PAGE>
<TABLE>

                          PROMETHEUS INCOME PARTNERS 
                       a California Limited Partnership

                           STATEMENTS OF CASH FLOWS
 
            FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                 (In Thousands)
<CAPTION>
                                               1996               1995
                                            (Unaudited)       (Unaudited)
<S>                                             <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income (loss)                          $    8            $   (67)
  Adjustments to reconcile net income (loss)
   to cash provided by operating activities:
   Depreciation and amortization                158                153
   Increase in accounts receivable
    and other assets                            (46)               (82) 
   Deferral of mortgage interest                373                339 
   Increase (decrease) in payables 
    and accrued liabilities                     117                (13)
                                              -----             ------  
   Net cash provided by operating activities    610                330
                                              -----             ------

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal reductions on notes payable         (23)               (23)
  Distribution to partners                     (375)              (424)
                                              -----             ------ 
    Net cash used for financing activities     (398)              (447)
                                              -----             ------ 
  Net increase (decrease) in cash               212               (117)

  Cash at beginning of year                     603                514
                                              -----             ------
  Cash at end of period                      $  815             $  397
                                             ======             ======
                                   The accompanying notes are an integral
                                      part of these financial statements.

</TABLE>

<PAGE>

                             PROMETHEUS INCOME PARTNERS
                          a California Limited Partnership

                           NOTES TO FINANCIAL STATEMENTS


1.  THE PARTNERSHIP

     Prometheus Income Partners, a California Limited Partnership (the 
Partnership), was formed to construct, invest in, operate and ultimately 
sell two multi-family apartment projects, Alderwood Apartments (Alderwood)
and Timberleaf Apartments (Timberleaf), located in Santa Clara, California.
The General Partner is Prometheus Development Co., Inc., a California 
corporation.

    The financial information included herein at March 31, 1996 and for the
three months ended March 31, 1996 and 1995 is unaudited and, in the opinion
of the Partnership, reflects all adjustments (which include only normal 
recurring accruals) necessary for a fair presentation of the financial position
as of those dates and the results of operations for those periods.  The 
information in the Balance Sheets at December 31, 1995 was derived from the 
Partnership's audited annual report for 1995.

    Partnership profits, losses and distributions are allocated among the 
partners based on the provisions of the Partnership Agreement which generally
provide for allocations to begin when the partners are admitted to the 
Partnership.

2.  INCOME TAXES

     In accordance with federal and California income tax regulations, no 
income taxes are levied on the Partnership;  rather, such taxes are levied
on the individual partners.  Consequently, no provision or liability for 
federal or California income tax has been reflected in the accompanying
financial statements.


<PAGE>

ITEM 2:  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

INTRODUCTION

     Alderwood and Timberleaf, which are located in Santa Clara, California,
are apartment complexes with 234 units and 124 units, respectively.  The
properties commenced operations at completion of construction in December
1986.

LIQUIDITY AND CAPITAL RESOURCES

     Cash generated by operations during the first three months of 1996 was
used to pay current operating expenses and debt service.  During this period,
the Partnership also used cash flow from operations to make cash 
distributions to the Limited Partners. In February 1996, the Partnership 
distributed $375,000 to the Limited Partners.


RESULTS OF OPERATIONS

     In the first quarter of 1995, the properties marketed available units at
rents which average $895 for one bedroom units and $1,104 for two bedroom 
units.  Average occupied rent for the quarter was $981 and average occupancy
during the quarter was 97% for Alderwood and 96% for Timberleaf.  As of 
March 31, 1995, Alderwood and Timberleaf were both 97% occupied.

     In the first quarter of 1996, the properties marketed available units
at rents which averaged $1,103 for one bedroom units and $1,330 for two 
bedroom units.  Average occupied rent for the quarter was $1,078 and average
occupancy during the quarter was 97% for Alderwood and 98% for Timberleaf.  
As of March 31, 1996, Alderwood and Timberleaf were both 97% occupied.

<PAGE>

                         PART II: OTHER INFORMATION

- ----------------------------------------------------------------------------

Item 1.  Legal Proceedings.

          None.

Item 2.  Changes in Securities.

          None.

Item 3.  Defaults Upon Senior Securities.

          None.

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

          None.

Item 5.  Other Information.

          None.

Item 6.  Exhibits and Reports on Form 8-K.

          None.

<PAGE>



                                 SIGNATURES

     Pursuant to the requirements of the Section 13 or 15(d) 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.


                                 PROMETHEUS INCOME PARTNERS,
                                 a California Limited Partnership

                                 By PROMETHEUS DEVELOPMENT CO., INC.,
                                 a California corporation
                                 Its General Partner


Date:   May 15, 1996        By:  John H. Pringle
                                 __________________________
                                 John H. Pringle
                                 Vice President


Date:   May 15, 1996        By:  Vicki R. Mullins
                                 __________________________
                                 Vicki R. Mullins
                                 Chief Financial Officer


<PAGE>

                                   EXHIBIT INDEX
                                   -------------

EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------

  27             Financial Data Schedule, which is submitted electronically
                 to the Securities and Exchange Commission for information

<TABLE> <S> <C>
         
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheets and the Statements of Operations filed as part of the annual report on
Form 10-K and is qualified in its entirety by reference to such annual report on
Form 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             815
<SECURITIES>                                         0
<RECEIVABLES>                                      102
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   917
<PP&E>                                          29,288
<DEPRECIATION>                                   6,075
<TOTAL-ASSETS>                                  24,272
<CURRENT-LIABILITIES>                              393
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         (262)
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    24,272
<SALES>                                          1,180
<TOTAL-REVENUES>                                 1,211
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   583
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 620
<INCOME-PRETAX>                                      8
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  8
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         8
<EPS-PRIMARY>                                       .4
<EPS-DILUTED>                                        0
        

</TABLE>


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