RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
10-Q, 1996-11-14
FINANCE SERVICES
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                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

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


For the quarterly period ended September 30, 1996

                                       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 0-16856


                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.   
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                                           13-3368726
- --------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


411 West Putnam Avenue    Greenwich, CT                       06830
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)


                                 (203) 862-7000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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


Indicate by checkmark  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>
================================================================================
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
================================================================================

                         FORM 10-Q - SEPTEMBER 30, 1996





                                      INDEX



PART I - FINANCIAL INFORMATION

     ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - September 30, 1996 and December 31, 1995


         STATEMENTS OF  OPERATIONS - For the three months  ended  September  30,
            1996 and 1995 and the nine months ended September 30, 1996 and 1995

         STATEMENT OF PARTNERS' EQUITY - For the nine months ended September 30,
            1996


         STATEMENTS OF CASH FLOWS - For the nine months ended September 30, 1996
            and 1995


         NOTES TO FINANCIAL STATEMENTS

     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS 

PART II - OTHER INFORMATION

     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 

SIGNATURES
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                      RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                     BALANCE SHEETS



                                                          September 30,    December 31,
                                                              1996             1995
                                                          ------------    ------------
<S>                                                       <C>             <C>
ASSETS

     Investment in mortgage loans (net of allowance for
        loan losses of $12,133,380 and $10,618,380) ...   $ 16,195,094    $ 16,511,153
     Cash and cash equivalents ........................      2,847,666       2,835,755
                                                          ------------    ------------
                                                          $ 19,042,760    $ 19,346,908
                                                          ============    ============

LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Accounts payable and accrued expenses ............   $    113,213    $    100,578
                                                          ------------    ------------
Commitments and contingencies

Partners' equity
     Limited partners' equity (187,919 units issued
        and outstanding) ..............................     19,190,091      19,498,954
     General partners' deficit ........................       (260,544)       (252,624)
                                                          ------------    ------------
            Total partners' equity ....................     18,929,547      19,246,330
                                                          ------------    ------------
                                                          $ 19,042,760    $ 19,346,908
                                                          ============    ============

                           See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                          STATEMENTS OF OPERATIONS

                                                     For the three months ended  For the nine months ended
                                                            September 30,                September 30,
                                                    ---------------------------  --------------------------
                                                         1996          1995          1996           1995
                                                    -----------   -----------    -----------    -----------
<S>                                                 <C>           <C>            <C>            <C>           
Revenues
     Mortgage interest income ...................   $   410,376   $   368,776    $ 1,198,941    $ 1,077,403
     Short term investment interest .............        34,872        31,795         87,379         91,817
     Other income ...............................        12,940         4,800         29,388         16,450
                                                    -----------   -----------    -----------    -----------

                                                        458,188       405,371      1,315,708      1,185,670
                                                    -----------   -----------    -----------    -----------

Costs and expenses
     Write-down for loan losses .................          --            --        1,515,000           --   
     General and administrative expenses ........        37,823        49,323        117,491        148,372
                                                    -----------   -----------    -----------    -----------
                                                         37,823        49,323      1,632,491        148,372
                                                    -----------   -----------    -----------    -----------
Net income (loss) ...............................   $   420,365   $   356,048    $  (316,783)   $ 1,037,298
                                                    ===========   ===========    ===========    ===========


Net income (loss) attributable to
     Limited partners ...........................   $   409,856   $   347,147    $  (308,863)   $ 1,011,366
     General partners ...........................        10,509         8,901         (7,920)        25,932
                                                    -----------   -----------    -----------    -----------
                                                    $   420,365   $   356,048    $  (316,783)   $ 1,037,298
                                                    ===========   ===========    ===========    ===========

Net income (loss) per unit of limited partnership
     interest (187,919 units outstanding) .......   $      2.18   $      1.85    $     (1.64)   $      5.38
                                                    ===========   ===========    ===========    ===========

                                     See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                           STATEMENT OF PARTNERS' EQUITY




                                         General        Limited         Total
                                        Partners'       Partners'      Partners'
                                         Deficit        Equity          Equity
                                     ------------    ------------    ------------
<S>                                  <C>             <C>             <C>
Balance, January 1, 1996 .........   $   (252,624)   $ 19,498,954    $ 19,246,330

Net loss for the nine months ended
     September 30, 1996 ..........         (7,920)       (308,863)       (316,783)
                                     ------------    ------------    ------------
Balance, September 30, 1996 ......   $   (260,544)   $ 19,190,091    $ 18,929,547
                                     ============    ============    ============

                        See notes to financial statements. 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                   STATEMENTS OF CASH FLOWS


                                                                  For the nine months ended
                                                                         September 30,
                                                                  --------------------------
                                                                      1996           1995
                                                                  -----------    -----------
<S>                                                               <C>            <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities

     Net (loss) income ........................................   $  (316,783)   $ 1,037,298

     Adjustments to reconcile net (loss) income to
        net cash provided by (used in) operating activities
            Non-cash revenue earned on mortgage loans .........    (1,198,941)    (1,077,403)
            Write-down for loan losses ........................     1,515,000           --


     Changes in assets and liabilities
        Accounts payable and accrued expenses .................        12,635         26,942
                                                                  -----------    -----------
            Net cash provided by (used in) operating activities        11,911        (13,163)
                                                                  -----------    -----------


Net increase (decrease) in cash and cash equivalents ..........        11,911        (13,163)


Cash and cash equivalents, beginning of period ................     2,835,755      2,498,622
                                                                  -----------    -----------

Cash and cash equivalents, end of period ......................   $ 2,847,666    $ 2,485,459
                                                                  ===========    ===========

                              See notes to financial statements.
</TABLE>
<PAGE>
================================================================================
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P. 
================================================================================
                          NOTES TO FINANCIAL STATEMENTS

                                                               
1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of normal recurring accruals) necessary for a fair presentation of such
         financial  information have been included.  The accompanying  financial
         statements, footnotes and discussion should be read in conjunction with
         the financial  statements,  related footnotes and discussions contained
         in the Resources Accrued Mortgage Investors 2 L.P. (the  "Partnership")
         annual  report on Form 10-K for the year ended  December 31, 1995.  The
         results of operations for the nine months ended  September 30, 1996 are
         not  necessarily  indicative of the results to be expected for the full
         year.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Investments in mortgage loans

         The Partnership principally invested in "zero coupon" senior and junior
         mortgage loans on properties owned or acquired by limited  partnerships
         originally sponsored by affiliates of the General Partners. These loans
         generally contained  provisions whereby the Partnership may be entitled
         to additional interest represented by participation in the appreciation
         of the underlying property.

         The  Partnership  accounts for its  investments in mortgage loans under
         the following methods:

                   Investment method

              Mortgage loans representing  transactions in which the Partnership
              is considered to have  substantially  the same risks and potential
              rewards as the borrower are accounted for as  investments  in real
              estate  rather  than  as  loans.  Although  the  transactions  are
              structured as loans, due to the terms of the zero coupon mortgage,
              it is not readily determinable at inception that the borrower will
              continue to maintain a minimum  investment in the property.  Under
              this method of  accounting,  the  Partnership  will  recognize  as
              revenue  the lesser of the  amount of  interest  as  contractually
              provided  for in the mortgage  loan,  or its pro rata share of the
              actual  cash  flow  from  operations  of the  underlying  property
              inclusive  of  depreciation  and  interest  expense  on any senior
              indebtedness.   None  of  the  Partnership's  mortgage  loans  are
              currently recognizing revenue under the investment method.

                   Interest method

              Under  this  method  of  accounting,  the  Partnership  recognizes
              revenue as interest  income over the term of the mortgage  loan so
              as to produce a constant periodic rate of return.  Interest income
              will not be recognized as revenue  during  periods where there are
              concerns  about the ultimate  realization  of the interest or loan
              principal.
<PAGE>
2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Allowance for loan losses

         An  allowance  for loan  losses is  established  based upon a quarterly
         review of each of the  mortgages  in the  Partnership's  portfolio.  In
         performing  this  review,   management   considers  the  estimated  net
         realizable  value of the mortgage  loan or  collateral as well as other
         factors,  such as the current  occupancy,  the amount and status of any
         senior debt, the prospects for the property and the economic  situation
         in the region where the property is located. Because this determination
         of net realizable  value is based upon  projections of future  economic
         events which are inherently subjective, the amounts ultimately realized
         at  disposition  may differ  materially  from the carrying  value as of
         September 30, 1996.

         The allowance is inherently  subjective and is based upon  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future conditions. The Partnership may provide for additional losses in
         subsequent  years and such provisions  could be material.  A $1,515,000
         allowance  for loan  losses was  recorded  on the Twin Oak loan for the
         quarter ended June 30, 1996 (see Note 4). No allowance was required for
         the quarters ended September 30, 1996 and 1995.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The Managing General Partner of the Partnership,  RAM Funding, Inc., is
         a wholly-owned subsidiary of Presidio Capital Corp. ("Presidio"). As of
         February 28, 1995, the Associate  General Partner of the Partnership is
         Presidio AGP Corp., a Delaware  Corporation  ("Presidio AGP"), which is
         also a wholly-owned  subsidiary of Presidio.  The general  partners and
         certain  affiliates of the general  partners,  are general  partners in
         several  other  limited  partnerships  which are also  affiliated  with
         Presidio,  and which are engaged in  businesses  that are, or may be in
         the  future,  in  direct  competition  with  the  Partnership.  Wexford
         Management LLC, a company  controlled by certain officers and directors
         of  Presidio,  performs  management  and  administrative  services  for
         Presidio  and  its  direct  and  indirect  subsidiaries  as well as the
         Partnership. During the three and nine months ended September 30, 1996,
         reimbursable expenses to Wexford by the Partnership amounted to $13,326
         and $39,978, respectively. Wexford Management LLC is engaged to perform
         similar  services for other similar entities that may be in competition
         with the Partnership.

         The  Partnership   has  invested   principally  in  mortgage  loans  on
         properties   owned  or  acquired  by   privately   syndicated   limited
         partnerships  which are  controlled by Presidio.  Transactions  entered
         into between the  Partnership and such entities are subject to inherent
         conflicts of interest.

         The General  Partners are  allocated  2.5% of the net income or loss of
         the  Partnership  and are entitled to 2.5% of  distributions.  The 2.5%
         shall be apportioned 98% to the Managing  General Partner and 2% to the
         Associate  General  Partner.  For the quarters ended September 30, 1996
         and 1995, the Managing  General  Partner and Associate  General Partner
         were  allocated  net income of $10,299  and $210,  and $8,723 and $178,
         respectively.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES

         The Partnership  invests in zero-coupon,  nonrecourse senior and junior
         mortgage  loans.  Collection  of the amounts  due on the  Partnership's
         junior mortgage loans is solely  dependent upon the sale or refinancing
         of the  underlying  properties  at amounts  sufficient  to satisfy  the
         Partnership's mortgage notes after payment of the senior mortgage notes
         owned by unaffiliated third parties.

         All of the  Partnership's  mortgage  notes,  with the  exception of the
         Harborista  Loan,  contain a provision  which requires the borrowers to
         provide  current  appraisals  based upon certain  conditions or in some
         cases upon request.  Additionally, all of the loans, with the exception
         of the Harborista  Loan,  contain a provision that requires that if the
         appraisal  indicates that the value of all  indebtedness  senior to and
         including the  Partnership's  loan,  taking into account principal plus
         accrued  interest  in excess of 5% per annum,  exceeds  85% of the then
         current appraisal,  the borrower must repay the indebtedness to a point
         where the 85% loan to value  ratio is  restored.  While there are risks
         inherent in a zero-coupon  nonrecourse  senior or junior  mortgage loan
         portfolio, the above described provisions were intended to provide some
         mitigation of these risks.

         However,  in the event a borrower is  required to make a payment  under
         such loan provisions,  there can be no assurance that the borrower will
         have sufficient assets available to restore the 85% loan to value.

         The Twin Oak borrower is currently  failing this test. The  Partnership
         will not take action  against Twin Oak at this time, as there is not an
         adequate  remedy.  By the Partnership  calling its loan, Twin Oak would
         most  likely  seek  protection  under  Chapter 11 of the United  States
         Bankruptcy  Code,  necessitating  the  Partnership  to expend legal and
         administrative  funds. Since the estimated market value of the property
         is  currently  approximately  equal  to the  first  mortgage  plus  the
         carrying value of the Partnership's  mortgage, by calling its loan, the
         Partnership  would  jeopardize  its  potential  for  realizing the full
         contractual value of the Twin Oak loan.

         Twin Oak loan

         The first mortgage on this property,  which is held by an  unaffiliated
         third party, was due to mature on July 1, 1993,  however,  during 1993,
         this loan was  extended  for three years until July 1, 1996.  The terms
         and  conditions  of the  extension  were  essentially  the  same as the
         original  loan.  Currently,  the Twin Oak  borrower  is  negotiating  a
         restructure and refinance with the first mortgagor.  It is not possible
         to predict  what the impact to the  Partnership  will be if Twin Oak is
         not able to successfully negotiate this extension. In January 1995, the
         Partnership  ceased accruing interest on this loan due to the fact that
         McCrory,  a tenant occupying  approximately  13% of the space,  filed a
         voluntary  petition  for   reorganization   under  Chapter  11  of  the
         Bankruptcy Code and vacated the premises in March 1995. As of September
         30, 1996, the McCrory space is still vacant.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         For the quarter  ended June 30, 1996, a $1,515,000  allowance  for loan
         losses was recorded on the Twin Oak loan.  As a result of the continued
         vacancy of the former  McCrory  space and  uncertainties  regarding its
         lease up, a decline in the standard of living in the  surrounding  area
         of the  Twin Oak  Shopping  Center  and  negotiations  with  the  first
         mortgage  lender  regarding a restructure  and  refinancing of its loan
         which matured on July 1, 1996,  cash flow  projections  were  performed
         which  indicated  the  estimated  fair  market  value  of the  Twin Oak
         property  to  be  approximately   $4,530,000  at  June  30,  1996.  The
         contractual  balance  of the  first  mortgage  at  June  30,  1996  was
         approximately  $3,890,000,  necessitating a write-down of $1,515,000 to
         reduce the carrying value of the loan at June 30, 1996 to approximately
         $640,000.

         Interest  recognized for the  Partnership's  Sierra mortgage loan is as
         follows:
<TABLE>
<CAPTION>

                                               Nine months ended September 30,
                                               -------------------------------
                   Description                    1996                  1995
                   -----------                    ----                  ----
         <S>                                   <C>                  <C>
         Shopping Center
             Sierra Marketplace (a), (b)
             Reno, Nevada                      $1,198,941           $1,077,403
                                               ==========           ========== 
</TABLE>

         (  a ) This loan is accounted for under the interest method.
                
         (  b ) The  Partnership  may be entitled to additional  interest in the
            appreciation  of this property which is  subordinated to a specified
            return to the  Borrower.  It is unlikely that the  Partnership  will
            realize any additional interest from this loan.


<PAGE>

4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

           Information with respect to the Partnership's investments in mortgage
loans is as follows:
<TABLE>
<CAPTION>
                                                                                                                                   
                                                                                        Mortgage      Mortgage      Mortgage    
                                 Interest  Compound              Loan       Maturity     Amount      Purchased      Placement   
Description                        Rate %   Period     Type       Date        Date      Advanced      Interest        Fees      
- -----------                        ------   ------     ----       ----        ----      --------      --------        ----      
<S>                                <C>      <C>        <C>     <C>         <C>        <C>           <C>         <C>           
 Office Building
    Harbor Plaza                   13.307   Monthly     2nd    13-Feb-89   1-Dec-98   $10,000,000  $    23,513  $    594,867 
    Boston, MA (a)

 Shopping Centers
    Promenade (b)                  12.950   Monthly     2nd    18-Apr-89  30-Apr-01     5,600,000        -           332,344 
    North Miami Beach, FL

    Sierra Marketplace (b)(c)      11.220   Monthly     1st    10-Feb-89  28-Feb-01     6,500,000        -           385,757 
    Reno, NV

    Twin Oak (b)                   12.280   Annually    2nd    3-Apr-90    1-May-02     1,200,000        -            71,218 
    Ft. Lauderdale, FL
                                                                                      -----------  -----------  ------------
                                                                                      $23,300,000  $    23,513  $  1,384,186 
                                                                                      ===========  ===========  ============ 

</TABLE>
<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
                          NOTES TO FINANCIAL STATEMENTS

4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

<TABLE>
<CAPTION>
                                                                                                                   (d)
                                       Interest recognized                         Carrying value           Contractual Balance   
                                       -------------------                         --------------           -------------------   
                                     Sept. 30,     1995 and      Reserves/      Sept. 30,    Dec. 31,     Sept. 30,     Dec. 31,  
Description                            1996          Prior      Write-offs        1996         1995         1996          1995  
- -----------                            ----          -----      ----------        ----         ----         ----          ----  
<S>                                 <C>          <C>          <C>            <C>           <C>           <C>           <C>        
 Office Building          
    Harbor Plaza                    $     -      $     -      $(10,618,380)  $      -      $     -       $ 27,461,266  $24,866,545
    Boston, MA (a)                                                                                                                
                                                                                                                                  
 Shopping Centers                                                                                                                 
    Promenade (b)                         -        1,399,553    (7,331,897)      (e)           (e)           (e)           (e)    
    North Miami Beach, FL                                                                                                         
                                                                                                                                  
                                                                                                                                  
    Sierra Marketplace (b)(c)         1,198,941    7,473,718     -             15,558,416    14,359,475    15,256,612   14,030,786
    Reno, NV                                                                                                                      
                                                                                                                                  
    Twin Oak (b)                          -          880,460    (1,515,000)       636,678     2,151,678     2,543,699    2,329,981
    Ft. Lauderdale, FL    
                                    -----------  -----------  ------------   ------------  ------------  ------------  -----------
                                    $ 1,198,941  $ 9,753,731  $(19,465,277)  $ 16,195,094  $ 16,511,153  $ 45,261,577  $41,227,312
                                    ===========  ===========  ============   ============  ============  ============  ===========
                                                                                                                                  
</TABLE>

         (a) This loan is accounted for under the investment method.
         (b) These loans are accounted for under the interest method.
         (c) The  Partnership  may be  entitled  to  additional  interest in the
         appreciation  of the  property  which is  subordinated  to a  specified
         return  to the  borrower.  It is  unlikely  that the  Partnership  will
         realize any additional interest from this loan.
         (d) Contractual balance represents the amount that would be paid by the
         borrower if the loan was liquidated  (principal  plus accrued  interest
         earned to date). These amounts are provided for informational  purposes
         only.
         (e) The first mortgage holder foreclosed on this property in September,
         1992.
<PAGE>


                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS


4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         A summary of mortgage activity is as follows:

<TABLE>
<CAPTION>

                                             September 30, 1996                                  December 31, 1995
                                ----------------------------------------------    -----------------------------------------------
                                Investment      Interest                          Investment         Interest
                                  Method         Method              Total           Method           Method             Total
                                 -------      -----------        -----------        -------        ------------      ------------
<S>                              <C>          <C>                <C>                <C>           <C>                <C>
   Opening balance               $     -      $ 16,511,153       $ 16,511,153       $     -       $ 15,055,537       $ 15,055,537
   Income recognized                   -         1,198,941          1,198,941             -          1,455,616         1,455,616
   Allowance for loan losses           -        (1,515,000)        (1,515,000)            -              -                 -
                                 -------      -----------        -----------        -------       ------------      ------------
   Ending balance                $     -      $ 16,195,094       $ 16,195,094       $     -       $ 16,511,153      $ 16,511,153
                                 =======      ============       ============       =======       ============      ============
</TABLE>
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


         Liquidity and Capital Resources

         The  Partnership  invested the net  proceeds of its public  offering in
         "zero  coupon"  first and junior  mortgage  loans secured by properties
         owned  principally  by  privately  and  publicly   syndicated   limited
         partnerships   originally   sponsored  by  affiliates  of  the  general
         partners.  The  initial  admission  of  limited  partners  occurred  on
         September  1,  1988  and  as of the  termination  of  its  offering  on
         September  20,  1989 the  Partnership  had  raised  gross  proceeds  of
         $46,979,750.  Since all gross  proceeds  that were  raised had not been
         invested or committed for  investment,  the  Partnership  was obligated
         under the terms of the Prospectus to return such uninvested  funds. The
         Managing  General Partner  distributed  these proceeds in the amount of
         $19,263,445 in August,  1990.  This  represented a return of capital of
         $90.06 per unit and an  allocation  of  interest  earned on  uninvested
         gross  proceeds,  ranging  from  $6.42  per  unit to  $17.90  per  unit
         depending on the date of admission.  Additionally, the Partnership made
         a second  related  distribution  of  $606,978,  or $3.23 per  unit,  on
         October 30, 1990.

         The   Partnership   invested  in  four   Mortgage   Loans   aggregating
         approximately   $23,300,000  in  principal.  In  September,   1992  the
         Partnership  lost its  investment in the  Promenade  Loan with original
         loan   proceeds  of   $5,600,000   leaving  an  aggregate  of  original
         investments of approximately $17,700,000 at September 30, 1996.

         The  Partnership  uses  working  capital  reserves  provided  from  the
         proceeds of its public offering and subsequent  settlement amounts, and
         interest  earned  thereon  as its  primary  measure of  liquidity.  The
         Partnership does not anticipate making any distributions from cash flow
         during its first 8 to 12 years of operations, or until such time as the
         mortgage  loans mature or are  prepaid.  Working  capital  reserves are
         invested in short-term instruments and are expected to be sufficient to
         pay administrative  expenses during the term of the Partnership.  As of
         September 30, 1996, the  Partnership  had working  capital  reserves of
         approximately $2,800,000.

         A  portion  of the  Partnership's  Proof  of  Claim  in the  Integrated
         bankruptcy  was  allowed  by the  Bankruptcy  Court  in the  amount  of
         $691,791. A cash distribution of approximately 35.8 percent or $247,613
         was made to the  Partnership  in full  settlement  of this  claim.  The
         Managing  General  Partner has added this  amount to the  Partnership's
         working capital reserves.

         In  February  1995,  the  Partnership  entered  into  an  agreement  in
         principle  which  was  consummated  in  accordance  with  its  terms in
         December   1995,   resulting  in  a  payment  to  the   Partnership  of
         approximately  $341,038  from the master  lessee of Harbor  Plaza.  The
         Managing  General  Partner  has added this  amount to  working  capital
         reserves.  Except as discussed  above,  management  is not aware of any
         other known trends,  events,  commitments,  or uncertainties  that will
         have a significant impact on liquidity.
<PAGE>
         Real Estate Market

         The real  estate  market  continues  to suffer  from the effects of the
         recession  which included a substantial  decline in the market value of
         existing properties. Market values have been slow to recover, and while
         the pace of new construction has slowed, high vacancy rates continue to
         exist in many areas. These factors may continue to reduce rental rates.
         As a result,  the Partnership's  potential for realizing the full value
         of its investment in mortgages is considered unlikely.

         Allowance for loan losses

         An  allowance  for loan  losses is  established  based upon a quarterly
         review of each of the mortgage loans in the Partnership's portfolio. In
         performing  the  review,   management   considered  the  estimated  net
         realizable  value  of the  property  or  collateral  as well  as  other
         factors, such as the current occupancy, the amount and status of senior
         debt, if any, the prospects for the property and the economic situation
         in the region where the property is located. Because this determination
         of net realizable  value is based upon  projections of future  economic
         events which are inherently subjective, the amounts ultimately realized
         at disposition  may differ  materially  from the carrying  values as of
         September 30, 1996.

         For the quarter  ended June 30, 1996, a $1,515,000  allowance  for loan
         losses was recorded on the Twin Oak loan. No allowance was recorded for
         the quarter ended  September 30, 1996 or September 1995. As a result of
         the continued  vacancy of the former  McCrory  space and  uncertainties
         regarding  its  lease up, a decline  in the  standard  of living in the
         surrounding area of the Twin Oak Shopping Center and negotiations  with
         the first mortgage  lender  regarding a restructure  and refinancing of
         its loan  which  was due  July 1,  1996,  cash  flow  projections  were
         performed  which  indicated the estimated fair market value of the Twin
         Oak  property to be  approximately  $4,530,000  at June 30,  1996.  The
         contractual  balance  of the  first  mortgage  at  June  30,  1996  was
         approximately  $3,890,000,  necessitating a write-down of $1,515,000 to
         reduce the carrying value of the loan at June 30, 1996 to approximately
         $640,000.

         The allowance is  inherently  subjective  and is based on  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future  conditions.  The Partnership may provide  additional  losses in
         subsequent years and such provisions could be material.

         Results of operations

         The  Partnership  experienced net income for the three months and a net
         loss for the nine  months  ended  September  30,  1996  compared to net
         income for the same  periods in 1995.  The net loss for the nine months
         ended  September  30, 1996 was  primarily due to the allowance for loan
         losses recorded on the Twin Oak loan during the second quarter of 1996,
         as discussed above.
<PAGE>
         Revenues  increased  for the three and nine months ended  September 30,
         1996 compared to the same periods in 1995. The increase in both periods
         was  primarily a result of  increases in mortgage  interest  income and
         other income.  Mortgage  interest  income  increased as a result of the
         increase  in the  contractual  value  of the  Sierra  loan  (due to the
         deferral  of  interest)  on  which  the  mortgage  interest  income  is
         calculated.  Other  income  increased  as a result  of an  increase  in
         transfer fee income.

         Costs and expenses  increased for the nine months and decreased for the
         three months ended  September  30, 1996 compared to the same periods in
         1995.  The  increase  for the  nine  months  was  primarily  due to the
         allowance  for loan  losses  recorded  on the Twin Oak loan,  partially
         offset by a  decrease  in  general  and  administrative  expenses.  The
         decrease  for the three  months  was due to a decrease  in general  and
         administrative expenses.  General and administrative expenses decreased
         in both periods primarily as a result of decreased payroll costs.

         Inflation has not had a material effect on the Partnership's operations
         or financial condition during the last two years and is not expected to
         have a material effect in the future.
<PAGE>


PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K



(a)      Exhibits:         None

(b)      Reports on Form 8-K:        None


<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                           RESOURCES ACCRUED MORTGAGE
                                           INVESTORS 2 L.P.

                                           By:    RAM Funding, Inc.
                                                  Managing General Partner




Dated:     November 14, 1996                By:   /s/ Frederick Simon
                                                  -------------------
                                                  Frederick Simon
                                                  President
                                                  (Duly Authorized Officer)


Dated:     November 14, 1996               By:    /s/ Jay L. Maymudes
                                                  -------------------
                                                  Jay L. Maymudes
                                                  Vice President, Secretary and
                                                  Treasurer
                                                  (Principal Financial and
                                                  Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements  of the September  30, 1996 Form 10-Q of Resources  Accrued  Mortgage
Investors 2 L.P. and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       2,847,666
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,847,666
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              19,042,760
<CURRENT-LIABILITIES>                          113,213
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  18,929,547
<TOTAL-LIABILITY-AND-EQUITY>                19,042,760
<SALES>                                              0
<TOTAL-REVENUES>                             1,315,708
<CGS>                                                0
<TOTAL-COSTS>                                  117,491
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                             1,515,000
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (316,783)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (316,783)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (316,783)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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