RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
10-Q, 1996-05-15
FINANCE SERVICES
Previous: CENTRAL VIRGINIA BANKSHARES INC, 10-Q, 1996-05-15
Next: FORUM RETIREMENT PARTNERS L P, 10-Q, 1996-05-15



                                  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 March 31, 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 - MARCH 31, 1996




                                      INDEX



PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

       BALANCE SHEETS - March 31, 1996 and December 31, 1995


       STATEMENTS OF OPERATIONS - For the three months ended
           March 31, 1996 and 1995


       STATEMENT OF PARTNERS' EQUITY - For the three months ended
           March 31, 1996


       STATEMENTS OF CASH FLOWS - For the three months ended
           March 31, 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


                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           March 31,      December 31,
                                                             1996             1995
                                                          ------------    ------------
<S>                                                       <C>             <C>         
ASSETS

     Investment in mortgage loans (net of allowance for
        loan losses of $10,618,380) ...................   $ 16,900,166    $ 16,511,153
     Cash and cash equivalents ........................      2,825,738       2,835,755
                                                          ------------    ------------

             Total assets .............................   $ 19,725,904    $ 19,346,908
                                                          ============    ============


LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Accounts payable and accrued expenses ............   $     94,151    $    100,578
                                                          ------------    ------------


Commitments and contingencies

Partners' equity
     Limited partners' equity (187,919 units issued
        and outstanding) ..............................     19,874,741      19,498,954
     General partners' deficit ........................       (242,988)       (252,624)
                                                          ------------    ------------

            Total partners' equity ....................     19,631,753      19,246,330
                                                          ------------    ------------

                                                          $ 19,725,904    $ 19,346,908
                                                          ============    ============
</TABLE>
See notes to financial statements.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                        For the three months ended
                                                                 March 31,
                                                        --------------------------
                                                            1996          1995
                                                          --------      --------
<S>                                                       <C>           <C>     
Revenues
     Mortgage interest income ......................      $389,013      $349,579
     Short term investment interest ................        28,978        32,646
     Other income ..................................         8,858         6,550
                                                          --------      --------

                                                           426,849       388,775
                                                          --------      --------

Costs and expenses
     General and administrative expenses ...........        41,426        49,726
                                                          --------      --------

Net income .........................................      $385,423      $339,049
                                                          ========      ========


Net income attributable to
     Limited partners ..............................      $375,787      $330,573
     General partners ..............................         9,636         8,476
                                                          --------      --------

                                                          $385,423      $339,049
                                                          ========      ========

Net income per unit of limited partnership
     interest (187,919 units outstanding) ..........      $   2.00      $   1.76
                                                          ========      ========
</TABLE>
See notes to financial statements.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          STATEMENT OF PARTNERS' EQUITY
<TABLE>
<CAPTION>
                                           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 income for the three months ended
      March 31, 1996 .................         9,636        375,787       385,423
                                         -----------    -----------   -----------

 Balance, March 31, 1996 .............   $  (242,988)   $19,874,741   $19,631,753
                                         ===========    ===========   ===========
</TABLE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                        For the three months ended
                                                                 March 31,
                                                        --------------------------
                                                           1996            1995
                                                        -----------    -----------
<S>                                                     <C>            <C>        
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities

     Net income .....................................   $   385,423    $   339,049

     Adjustments to reconcile net income to
        net cash used in operating activities
            Non-cash revenue earned on mortgage loans      (389,013)      (349,579)

     Changes in assets and liabilities
        Accounts payable and accrued expenses .......        (6,427)         9,855
                                                        -----------    -----------

            Net cash used in operating activities ...       (10,017)          (675)
                                                        -----------    -----------

Net decrease in cash and cash equivalents ...........       (10,017)          (675)

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

Cash and cash equivalents, end of period ............   $ 2,825,738    $ 2,497,947
                                                        ===========    ===========
</TABLE>

See notes to financial statements.
<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 three months ended March 31, 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
         March 31, 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.

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 months ended March 31, 1996, reimbursable
         expenses to Wexford by the  Partnership  amounted  to $13,326.  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 March 31, 1996 and
         1995, the Managing  General Partner and Associate  General Partner were
         allocated  net  income  of  $9,443  and  $193,  and  $8,306  and  $170,
         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.

         One of the properties,  the Promenade Shops Shopping  Center,  to which
         the  Partnership  has made a  mortgage  loan,  defaulted  on its  first
         mortgage. In June, 1992 the first mortgage holder concluded foreclosure
         proceedings  and  took  title  to  Promenade   shops.   Management  had
         previously  fully  reserved its loan  relating to this property and has
         not been accruing any interest  income for this property since 1990. In
         light of the  aforementioned  event, in 1992 the Partnership  wrote off
         this loan completely.

         The property  securing the  Harborista  loan is  encumbered  by a first
         mortgage which matured in December 1995. Based on information about the
         current  cash flow from the  building  and the  condition of the Boston
         real  estate  market,   and  the  likelihood   that  the  public  works
         construction  which has adversely  affected the building would continue
         for some time, there was a substantial likelihood that the owner of the
         property  would not be able to  refinance  the first  mortgage  when it
         matured in December  1995. For these  reasons,  during 1993  management
         determined  that  an  allowance  for  loan  losses  in  the  amount  of
         $10,618,380  was  necessary  for  the  entire  carrying  value  of  the
         Harborista  loan. In December 1995 the first mortgage was extended,  as
         was the Partnership's mortgage, until December 1999.

         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.

         The  Partnership has requested  current  appraisals from Twin Oak Plaza
         Associates ("Twin Oak"), High Cash Partners,  L.P. ("High Cash"),  each
         of whose  general  partners are  affiliated  with the Managing  General
         Partner of the Partnership.  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.  The Twin Oak
         and High Cash  borrowers may not have  sufficient  assets  available to
         restore the 85% loan to value ratio. 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. 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.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         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 be able to
         make such payments.

         Harborista loan

         On December 13, 1991 a Summons and Complaint was issued by 470 Atlantic
         Management Corp. ("470"),  the master lessee of the Harbor Plaza Office
         Building  (the   "Property").   The  defendants  in  the  lawsuit  were
         Harborista  Associates  L.P.,  the mortgagee  ("Harborista  Borrower"),
         Harbor Plaza Property Credit Corp.,  an unsecured  lender to Harborista
         Associates,   L.P.,   which  is  also  an  affiliate  of  Presidio  and
         Northwestern Mutual Life Insurance Co.  ("Northwestern")  the holder of
         the first  mortgage.  The  Partnership  was not named as a defendant in
         this lawsuit.  In its complaint,  470 requested a declaratory  judgment
         that a  Substantial  Taking (as  defined  in the  Master  Lease) of the
         Property had occurred,  thus  permitting 470 to terminate  their Master
         Lease.

         Since June 1993, Northwestern and 470 had held private discussions with
         the aim of  settling  this matter out of court.  Court  action had been
         stayed pending these discussions.

         In  December  1995,  this  litigation  was  settled.  As  part  of  the
         settlement,  the Partnership received a payment of $341,038 in exchange
         for,  among  other  things,  extending  its  mortgage  until  1999  and
         subordinating its lien to any new monies invested in the property.

         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  are  essentially  the  same  as the
         original loan. Currently, the Twin Oak borrower is negotiating with the
         first mortgagor for a second  extension.  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
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         Twin Oak loan (continued)

         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.
         McCrory  petitioned  the Court to  terminate  its lease and vacated the
         premises in March 1995.  This  property is being  closely  monitored in
         order to determine if a reserve is required.  As of March 31, 1996, the
         McCrory space is still vacant.

         Management  has  determined  no  additional  allowance for loan loss is
         required for the quarter ended March 31, 1996.

         Information  with  respect  to  the  Partnerships'  mortgage  loans  is
         summarized as follows:

         Interest recognized by year for each mortgage loan is as follows:
<TABLE>
<CAPTION>
                                                                March 31,
                                                           ---------------------
                   Description                               1996        1995
         ------------------------------                    --------    ---------
<S>                                                        <C>          <C>     
         Shopping Center
             Sierra Marketplace (a), (b)
             Reno, Nevada                                  $389,013     $349,579
                                                           ========     ========
</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>
                  RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
                          NOTES TO FINANCIAL STATEMENTS

4 INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
<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, Mass (a)
 
Shopping Centers
  Promenade (b)                      12.950   Monthly    2nd     18-Apr-89    30-Apr-01     5,600,000          -        332,344    
  North Miami Beach, Florida
 
  Sierra Marketplace (b) (c)         11.220   Monthly    1st     10-Feb-89    28-Feb-01     6,500,000          -        385,757    
  Reno, Nevada
 
  Twin Oak (b)                       12.280   Annually   2nd     3-Apr-90      1-May-02     1,200,000          -         71,218    
  Ft. Lauderdale, Florida
                                                                                          -----------     -------    ----------    
                                                                                          $23,300,000     $23,513    $1,384,186    
                                                                                          ===========     =======    ==========    
<PAGE>
<CAPTION>
                  RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
                          NOTES TO FINANCIAL STATEMENTS

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


                                    Interest recognized                                                            
                                    -------------------                                   Carrying value
                                                                                     -------------------------     
                                    March 31,    1995 and          Reserves/         March 31,       March 31,     
Description                           1996        Prior           Write-offs           1996            1995        
- - -----------                           ----        -----           ----------           ----            ----        
<S>                                 <C>         <C>              <C>                <C>              <C>           
Office Building
  Harbor Plaza                      $    -      $    -           $(10,618,380)      $      -        $       -      
  Boston, Mass (a)
 
Shopping Centers
  Promenade (b)                     (e)          1,399,553         (7,331,897)             -            (e)        
  North Miami Beach, Florida
 
  Sierra Marketplace (b) (c)         389,013     6,018,102               -           14,748,488       14,359,475   
  Reno, Nevada
 
  Twin Oak (b)                           -         880,460               -            2,151,678        2,151,678   
  Ft. Lauderdale, Florida
                                    --------    ----------       ------------       -----------      -----------   
                                    $389,013    $8,298,115       $(17,950,277)      $16,900,166      $16,511,153   
                                    ========    ==========       ============       ===========      ===========   
<PAGE>
<CAPTION>
                  RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
                          NOTES TO FINANCIAL STATEMENTS

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


                                                   (d)
                                           Contractual balance                                     
                                         ---------------------------
                                         March 31,         March 31,
Description                                1996              1995
- - -----------                                ----              ----
<S>                                       <C>            <C>        
Office Building
  Harbor Plaza                           $25,703,000      $24,866,545
  Boston, Mass (a)
 
Shopping Centers
  Promenade (b)                                                (e)
  North Miami Beach, Florida
 
  Sierra Marketplace (b) (c)               14,428,041     14,030,786
  Reno, Nevada
 
  Twin Oak (b)                              2,401,220      2,329,981
  Ft. Lauderdale, Florida
                                          -----------    -----------
                                          $42,532,261    $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 given for informational purposes only.

(e)  The first mortgage holder foreclosed on this property in June, 1992.
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         A summary of mortgage activity is as follows:
<TABLE>
<CAPTION>
                                               March 31, 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                           389,013      389,013                 1,455,616    1,455,616
         Allowance for loan losses       -              -            -          -              -            -
                                    -----------  -----------  -----------  -----------   ----------  -----------

         Ending balace              $    -       $16,900,166  $16,900,166  $    -       $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 June 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 June, 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 March 31, 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
         March 31,  1996,  the  Partnership  had  working  capital  reserves  of
         approximately $2,800,000.

         A  portion  of the  Partnership's  Proof of Claim  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 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.  See
         "Results  of  operations,"  below.  The  Managing  General  Partner  is
         evaluating  whether  or not to retain the funds in  reserve.  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.

         Results of operations

         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  projection of future  economic
         events which are inherently subjective, the amounts ultimately realized
         at disposition  may differ  materially  from the carrying  values as of
         March 31, 1996.  No  additional  reserves  were  necessary for the year
         ended March 31, 1996.

         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.

         In December,  1991,  470 Atlantic  Management  Corp.("470")  the Master
         Lessee of the Harbor  Plaza  Office  Building in Boston,  Massachusetts
         ("Harbor Plaza"),  issued a Summons and Complaint requesting a judgment
         that the property be condemned due to recent municipal  projects on the
         site.  Based upon  information  that the current  cash flow from Harbor
         Plaza was far below the amount of payments due under the Master  Lease,
         the condition of the Boston real estate market and the likelihood  that
         the public works construction which has adversely affected Harbor Plaza
         would continue for some time,  there was a substantial  likelihood that
         the  Harborista  Borrower  would not be able to refinance  the Mortgage
         when it matured. For these reasons, in June, 1993 management decided to
         cease accruing  interest and to fully reserve the entire carrying value
         of the  Harborista  loan.  In February  1995,  470 and the  Partnership
         consummated  an  agreement  which,  among other  things,  provided  the
         Partnership  with a cash payment of $341,038,  required the Partnership
         to subordinate  its lien to any new monies invested in Harbor Plaza and
         required that the first mortgage be extended until 1999.

         Net income  increased  during the first  quarter of 1996 in  comparison
         with the same  period  in the prior  year.  The  increase  is due to an
         increase in revenues  coupled with a decrease in expenses for the three
         months ended March 31, 1996 compared to 1995.
<PAGE>
         Revenues  increased for the quarter ended March 31, 1996 versus 1995 as
         a result of increases in other  income and  mortgage  interest  income,
         partially  offset  by a  decrease  in short  term  investment  interest
         income. Other income increased primarily due to an increase in transfer
         fee  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.  Interest  income  decreased  as compared to the prior year
         primarily  due to a decrease  in interest  rates for the quarter  ended
         March 31, 1996 compared to 1995.

         Costs and  expenses  decreased  for the  quarter  ended  March 31, 1996
         compared  to 1995  due to a  decrease  in  general  and  administrative
         expenses.  General and administrative  expenses decreased primarily due
         to a decrease  in payroll  costs for the first  quarter of 1996  versus
         1995.

         Inflation

         Inflation has not had a material effect on the Partnership's operations
         or financial  condition during the last three 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:     May 15, 1996               By:      /s/ Frederick Simon
                                               -------------------
                                               Frederick Simon
                                               President
                                               (Duly Authorized Officer)



Dated:     May 15, 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  MARCH  31,  1996  FORM  10Q 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       2,825,738
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,825,738
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              19,725,904
<CURRENT-LIABILITIES>                           94,151
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  19,631,763
<TOTAL-LIABILITY-AND-EQUITY>                19,725,904
<SALES>                                              0
<TOTAL-REVENUES>                               426,849
<CGS>                                                0
<TOTAL-COSTS>                                   41,426
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                385,423
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   385,423
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission