RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
10-Q, 1996-08-14
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 June 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 - JUNE 30, 1996 




                                      INDEX



PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

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


       STATEMENTS  OF  OPERATIONS - For the three months ended June 30, 1996 and
           1995 and the six months ended June 30, 1996 and 1995


       STATEMENT OF PARTNERS' EQUITY - For the six months ended June 30, 1996 


       STATEMENTS OF CASH FLOWS - For the six months ended June 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>

                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               June 30,      December 31,
                                                                1996             1995
                                                            ------------    ------------
ASSETS
<S>                                                         <C>             <C> 
     Investment in mortgage loans (net of allowance for
        loan losses of $12,133,380 and $10,618,380) ......  $ 15,784,718    $ 16,511,153
     Cash and cash equivalents ...........................     2,824,214       2,835,755
                                                            ------------    ------------

                                                            $ 18,608,932    $ 19,346,908
                                                            ============    ============


LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Accounts payable and accrued expenses ...............  $     99,750    $    100,578
                                                            ------------    ------------



Commitments and contingencies

Partners' equity
     Limited partners' equity (187,919 units issued
        and outstanding) .................................    18,780,235      19,498,954
     General partners' deficit
                                                                (271,053)       (252,624)

            Total partners' equity .......................    18,509,182      19,246,330
                                                            ------------    ------------

                                                            $ 18,608,932    $ 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            For the six months ended
                                                                              June 30,                            June 30,
                                                                   -----------------------------       -----------------------------
                                                                        1996             1995               1996              1995
                                                                   -----------       -----------       -----------       -----------
<S>                                                                <C>               <C>               <C>               <C>
Revenues
     Mortgage interest income ...............................      $   399,552       $   359,048       $   788,565       $   708,627

     Short term investment interest .........................           23,529            27,376            52,507            60,022
     Other income ...........................................            7,590             5,100            16,448            11,650
                                                                   -----------       -----------       -----------       -----------
                                                                       430,671           391,524           857,520           780,299
                                                                   -----------       -----------       -----------       -----------

Costs and expenses
     Write-down for loan losses .............................        1,515,000              --           1,515,000              --
     General and administrative expenses ....................           38,242            49,323            79,668            99,049

                                                                     1,553,242            49,323         1,594,668            99,049
                                                                   -----------       -----------       -----------       -----------
Net (loss) income ...........................................      $(1,122,571)      $   342,201       $  (737,148)      $   681,250
                                                                   ===========       ===========       ===========       ===========


Net (loss) income attributable to
     Limited partners .......................................      $(1,094,507)      $   333,646       $  (718,719)      $   664,219
     General partners .......................................          (28,064)            8,555           (18,429)           17,031
                                                                   -----------       -----------       -----------       -----------
                                                                   $(1,122,571)      $   342,201       $  (737,148)          681,250
                                                                   ===========       ===========       ===========       ===========

Net (loss) income per unit of limited partnership
     interest (187,919 units outstanding) ...................      $     (5.82)      $      1.78       $     (3.82)       $     3.53
                                                                   ===========       ===========       ===========       ===========

</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 loss for the six months ended
      June 30, 1996 ..............       (18,429)       (718,719)      (737,148)
                                     ------------    ------------    -----------
 Balance, June 30, 1996 ..........   $  (271,053)   $ 18,780,235   $ 18,509,182
                                     ===========    ============   ============

</TABLE>
See notes to financial statements.
<PAGE>


                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                      For the six months ended
                                                               June 30,
                                                     --------------------------
                                                         1996           1995
                                                     -----------    -----------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
<S>                                                  <C>           <C>
Cash flows from operating activities

     Net (loss) income ............................  $  (737,148)   $   681,250


     Adjustments to reconcile net income to
        net cash used in operating activities
          Non-cash revenue earned on mortgage loans     (788,565)      (708,627)
          Write-down for loan losses ..............    1,515,000           --


     Changes in assets and liabilities
        Accounts payable and accrued expenses .....         (828)        22,833
                                                     -----------    -----------

          Net cash used in operating activities ...      (19,131)        (4,544)
                                                     -----------    -----------


Net decrease in cash and cash equivalents .........      (19,131)        (4,544)


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

Cash and cash equivalents, end of period ..........  $ 2,824,214    $ 2,494,078
                                                     ===========    ===========

</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 six months  ended June 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 (continued)

         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 June
         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. No allowance was required for the quarter
         ended June 30, 1995, (see Note 4).

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 six  months  ended  June 30,  1996,
         reimbursable expenses to Wexford by the Partnership amounted to $13,326
         and $26,652, respectively. During the three months ended June 30, 1996,
         reimbursable   expenses  to  Wexford   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 June 30, 1996 and
         1995, the Managing  General Partner and Associate  General Partner were
         allocated  net (loss)  income of $(27,503)  and $(561),  and $8,384 and
         $171, 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 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
         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 June 30,  1996,  the McCrory
         space is still vacant.

         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 an extension 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
<PAGE>
4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)

         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 to approximately $640,000.

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

                                                       Six months ended June 30,
                   Description                            1996           1995
         ------------------------------                ----------     ----------
<S>                                                    <C>            <C>    
         Shopping Center
             Sierra Marketplace (a), (b)
             Reno, Nevada                              $ 788,565      $ 708,627
                                                       =========      =========
</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.


      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, 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
                                                                                       ------------------------------     
                                     June 30,      1995 and          Reserves/          June 30,          December 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)              (e)                     
  North Miami Beach, Florida                      
                                                                                                              
  Sierra Marketplace (b) (c)            788,565     7,473,718           -               15,148,040        14,359,475                
  Reno, Nevada                                                                                                
                                                                                                              
  Twin Oak (b)                                                                                           
  Ft. Lauderdale, Florida                 -           880,460       (1,515,000)            636,678         2,151,678
                                    -----------  ------------     ------------       -------------    --------------
                                    $   788,565  $  9,753,731     $(19,465,277)      $  15,784,718    $   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                                     
                                         -----------------------------
                                             June 30,     December 31,
Description                                    1996          1995
- -----------                                    ----          ----
<S>                                       <C>             <C>                                                                    
Office Building                                                                                        
  Harbor Plaza                            $ 26,567,591    24,866,545                
  Boston, Mass (a)                                                     
                                                                       
Shopping Centers                                                       
  Promenade (b)                                 (e)            (e)                                                       
  North Miami Beach, Florida                        
                                                                       
  Sierra Marketplace (b) (c)                14,836,544    14,030,786                                            
  Reno, Nevada                                                         
                                                                       
  Twin Oak (b)                               2,543,699     2,329,981   
  Ft. Lauderdale, Florida                 ------------   ----------- 
                                          $ 43,947,834   $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 June, 1992.
<PAGE>

                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS



15

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

         A summary of mortgage activity is as follows:

<TABLE>
<CAPTION>
                                                June 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               -           788,565      788,565       -         1,455,616    1,455,616
         Allowance for loan losses       -        (1,515,000)  (1,515,000)      -             -            -
                                    -----------  -----------  -----------  -----------   ----------  -------

         Ending balance             $    -       $15,784,718  $15,784,718  $    -       $16,511,153  $16,511,153
                                    ===========  ===========  ===========  ===========  ===========  ===========
</TABLE>
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS



15

         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 June 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
         June  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  projection of future  economic
         events which are inherently subjective, the amounts ultimately realized
         at disposition  may differ  materially  from the carrying  values as of
         June 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 June 30, 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  an  extension  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 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.
<PAGE>
         Results of operations

         The  Partnership  experienced  a net loss for  both the  three  and six
         months ended June 30, 1996  compared to net income for the same periods
         in 1995 primarily due to the allowance for loan losses  recorded on the
         Twin Oak loan during the second quarter 1996, as discussed above.

         Revenues  increased  for the three and six months  ended June 30,  1996
         compared to the same periods in 1995.  The increase in both periods was
         a result of  increases  in mortgage  interest  income and other  income
         partially offset by decreases in short term investment 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. Short term
         investment  income  decreased  as a result of a  decrease  in  interest
         rates.

         Costs and  expenses  increased  for the three and six months ended June
         30, 1996  compared  to the same  periods in 1995  primarily  due to the
         allowance  for loan  losses  recorded  on the Twin Oak loan,  partially
         offset by decreases in general and administrative expenses. General and
         administrative  expenses  decreased  in both periods  primarily  due to
         decreases in 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



15

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


Dated:     August 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 June 30, 1996 Form 10Q of Resources Accrued Mortgage
Investors 2 L.P. and is qualified in its entirety by reference for such
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       2,824,214
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,824,214
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              18,608,932
<CURRENT-LIABILITIES>                           99,750
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  18,509,182
<TOTAL-LIABILITY-AND-EQUITY>                18,608,932
<SALES>                                              0
<TOTAL-REVENUES>                               430,671
<CGS>                                                0
<TOTAL-COSTS>                                   38,242
<OTHER-EXPENSES>                             1,515,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (1,122,571)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,122,571)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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