RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
10-Q, 1997-11-19
FINANCE SERVICES
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                       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, 1997

                                       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, 1997





                                      INDEX



PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

        BALANCE SHEETS - September 30, 1997 and December 31, 1996


        STATEMENTS OF OPERATIONS - For the three months ended September 30, 1997
            and 1996 and for the nine months ended September 30, 1997 and 1996


        STATEMENT OF PARTNERS'  EQUITY - For the nine months ended September 30,
            1997


        STATEMENTS OF CASH FLOWS - For the nine months ended  September 30, 1997
            and 1996


        NOTES TO FINANCIAL STATEMENTS


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


PART II - OTHER INFORMATION

    ITEM 5 - 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,
                                                                   1997            1996
                                                                -----------     -----------
<S>                                                             <C>             <C>
ASSETS

      Investments in mortgage loans (net of allowance for
         loan losses of $12,133,380) ......................     $16,616,033     $16,616,033
      Cash and cash equivalents ...........................       2,912,738       2,873,084
      Other receivable.....................................            --            11,899
                                                                -----------     -----------

                                                                $19,528,771     $19,501,016
                                                                ===========     ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities
      Accounts payable and accrued expenses ...............     $    91,911     $   130,798
                                                                -----------     -----------
Commitments and contingencies

Partners' equity
      Limited partners' equity (as restated) (187,919 units
         issued and outstanding) ..........................      18,950,964      18,885,988
      General partners' equity (as restated) ..............         485,896         484,230
                                                                -----------     -----------

             Total partners' equity .......................      19,436,860      19,370,218
                                                                -----------     -----------

                                                                $19,528,771     $19,501,016
                                                                ===========     ===========
</TABLE>
See notes to financial statements.
<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,
                                                          1997            1996            1997             1996
                                                      -----------     -----------     -----------      -----------
<S>                                                   <C>             <C>             <C>              <C>   
Revenues
     Short term investment interest .............     $    49,380     $    34,872     $   120,321      $    87,379
     Other income................................           6,375          12,940          19,815           29,388
     Mortgage loans interest income .............             --          410,376             --         1,198,941
                                                      -----------     -----------     -----------      -----------

                                                           55,755         458,188         140,136        1,315,708
                                                      -----------     -----------     -----------      -----------
Costs and expenses
     General and administrative expenses ........          29,587          37,823          73,494          117,491
                                                                                          
      Write-down for loan losses ................             --              --              --         1,515,000
                                                      -----------     -----------      -----------     -----------
                                                           29,587          37,823          73,494        1,632,491      
                                                      -----------     -----------     -----------      -----------
                                                                                       
Net income (loss) ...............................     $    26,168     $   420,365     $    66,642      $  (316,783)
                                                      ===========     ===========     ===========      ===========
Net income (loss) attributable to
     Limited partners ...........................     $    25,514     $   409,856     $    64,976      $  (308,863)
     General partners............................             654          10,509           1,666           (7,920) 
                                                      -----------     -----------     -----------      -----------
                                                      $    26,168     $   420,365     $    66,642      $  (316,783)
                                                      ===========     ===========     ===========      ===========
Net income (loss) per unit of limited partnership
     interest (187,919 units outstanding) .......     $       .14     $      2.18     $       .35      $     (1.64)
                                                      ===========     ===========     ===========      ===========

</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                    RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
                                           STATEMENT OF PARTNERS' EQUITY

                                                               General              Limited                Total
                                                             Partners'             Partners'             Partners'
                                                               Equity               Equity                Equity
                                                           ------------          ------------          ------------
<S>                                                        <C>                   <C>                   <C>
  
Balance, January 1, 1997 .........................         $   (249,527)         $ 19,619,745          $ 19,370,218

Reallocation of partners' equity..................              733,757              (733,757)                 --      
                                                           ------------          ------------          ------------

Balance, January 1, 1997 (as restated) ...........              484,230            18,885,988            19,370,218


Net income for the nine months ended
     September 30, 1997...........................                1,666                64,976                66,642
                                                           ------------          ------------          ------------

Balance, September 30, 1997 ......................         $    485,896          $ 18,950,964          $ 19,436,860
                                                           ============          ============          ============

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

                                                                                For the nine months ended
                                                                                       September 30,
                                                                           ----------------------------------
                                                                               1997                  1996
                                                                           -----------            -----------
<S>                                                                        <C>                    <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities

     Net income (loss) ..............................................      $    66,642            $  (316,783)

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

     Changes in assets and liabilities
        Other receivable ............................................           11,899                   --
        Accounts payable and accrued expenses .......................          (38,887)                12,635
                                                                           -----------            -----------

            Net cash provided by operating activities ...............           39,654                 11,911
                                                                           -----------            -----------

Net increase in cash and cash equivalents ...........................           39,654                 11,911

Cash and cash equivalents, beginning of period ......................        2,873,084              2,835,755
                                                                           -----------            -----------

Cash and cash equivalents, end of period ............................      $ 2,912,738            $ 2,847,666
                                                                           ===========            ===========

</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  discussions  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, 1996. The results of operations for the nine months ended September
         30, 1997 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 contain 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>   
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

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 mortgage loans 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, 1997.

         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 periods and such provisions could be material.  A $1,515,000
         allowance  for loan  losses was  recorded  on the Twin Oak loan for the
         nine months ended September 30, 1996. No allowance was required for the
         nine months ended September 30, 1997.

         Recently issued accounting pronouncements

         The Financial  Accounting  Standards  Board has recently issued several
         new accounting pronouncements.  Statement No. 128, "Earnings per Share"
         establishes  standards for computing and presenting earnings per share,
         and is effective for financial  statements  for both interim and annual
         periods ending after December 15, 1997.  Statement No. 129, "Disclosure
         of  Information  about  Capital  Structure"  establishes  standards for
         disclosing  information  about an entity's  capital  structure,  and is
         effective for financial  statements  for periods  ending after December
         15,  1997.   Statement  No.  130,  "Reporting   Comprehensive   Income"
         establishes standards for reporting and display of comprehensive income
         and its  components,  and is effective for fiscal years beginning after
         December 15, 1997. Statement No. 131, "Disclosures about Segments of an
         Enterprise and Related Information"  establishes  standards for the way
         that public business  enterprises  report  information  about operating
         segments  in  annual  financial  statements  and  requires  that  those
         enterprises  report selected  information  about operating  segments in
         interim financial  reports issued to shareholders.  It also establishes
         standards  for  related   disclosures   about  products  and  services,
         geographic  areas, and major customers,  and is effective for financial
         statements for periods beginning after December 15, 1997.

         Management  of the Company  does not believe  that these new  standards
         will  have a  material  effect  on  the  Company's  reported  operating
         results, per share amounts, financial position or cash flows.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

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").  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.   On  November   2,  1997,   the
         Adinistrative   Services   Agreement   with  Wexford   Management   LLC
         ("Wexford"),  the administrator for Presidio, expired. Pursuant to that
         agreement  Wexford had the  authority  to  designate  directors  of the
         General  Partners.  Effective  November 3, 1997,  Wexford and  Presidio
         entered into an Administrative  Services Agreement dated as of November
         3, 1997 (the "ASA")which expires on May 3, 1998. Under the terms of the
         ASA Wexford  will provide  consulting  and  administrative  services to
         Presidio  and its  affilates  for a term of six  months.  For the  nine
         months ended September 30, 1997 and 1996, reimbursable expenses paid to
         Wexford amounted to $21,192 and $39,978, respectively.

         Effective  November 3,1 997, the officers and employees of Wexford that
         had  served  as  officers  and/or  directors  of the  General  Partners
         tendered  their  resignation.  On the same date, the Board of Directors
         appointed new individuals to serve as officers and/or  directors of the
         General Partners.

         The  Partnership   had  invested   principally  in  mortgage  loans  on
         properties   owned  or  acquired  by   privately   syndicated   limited
         partnerships  which were 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, 1997
         and 1996, the Managing  General  Partner and Associate  General Partner
         were  allocated  net  income  of $641  and $13 and  $10,299  and  $210,
         respectively.

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.

         The Partnership has three outstanding mortgage loans.

         The  Partnership  has prepared  internal  appraisals for the properties
         owned by Twin Oak Plaza  Associates,  L.P.  ("Twin  Oak") and High Cash
         Partners,  L.P.  ("High  Cash").  The general  partners of Twin Oak are
         affiliated with the Managing General Partner of the Partnership.  Until
         June 1997, the general  partners of High Cash were  affiliated with the
         Managing General Partner of the Partnership. The Twin Oak and High Cash
         loans  require 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.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

         Twin Oak is currently failing this test and it is anticipated that High
         Cash will fail this test at some point in the future.  The  Partnership
         will not take action against the borrowers at this time. By calling its
         loans,  the  Partnership  believes the borrowers would most likely seek
         protection under Chapter 11 of the United States Bankruptcy Code, which
         would require the Partnership to expend legal and administrative funds.
         Since  the  estimated   market  value  of  the  Twin  Oak  property  is
         approximately  equal to the first  mortgage plus the carrying  value of
         the  Partnership's  mortgage and the estimated market value of the High
         Cash  property  is  approximately  equal  to  the  Partnership's  first
         mortgage,   by  calling  its  loans,  the  Partnership   would  further
         jeopardize  its potential for realizing the full  contractual  value of
         its mortgage loans.

         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. During October 1997, the Twin Oak borrower and its first
         mortgage  lender  formally  agreed to extend the  maturity  date of the
         first mortgage until July 1, 1998.

         Sierra loan

         During the first  quarter of 1997,  High Cash,  the owner of the Sierra
         property  and the borrower  under the Sierra  loan,  wrote the property
         down to its estimated fair market value of $15,875,000.  The balance of
         the Sierra loan at December 31, 1996 was approximately  $15,979,000 and
         it was unlikely that any additional interest accrued on the Sierra loan
         would  ultimately  be  recovered  from  the  value  of  the  underlying
         property.  Consequently,  as of January 1, 1997 the Partnership  ceased
         accruing interest on the Sierra loan.

         On June 13, 1997, the general  partners of High Cash sold their general
         partner   interests  to  Pembroke  HCP  LLC  and  Pembroke  AGP  Corp.,
         unaffiliated third parties.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

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

         Interest  recognized  for  the  Partnership's  mortgage  loans  is   as
         follows:


                                                         Nine months ended
                                                            September 30,
                                                  ------------------------------
                   Description                         1997              1996
                   -----------                         ----              ----
         Shopping Center
             Sierra Marketplace (a), (b)
             Reno, Nevada                         $       -        $   1,198,941
                                                  =============    =============

         (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  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-99(e) $10,000,000  $    23,513  $   594,867 
    Boston, MA (a)

    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
                                                                                      -----------  -----------  ------------
                                                                                      $17,700,000  $    23,513  $  1,051,842
                                                                                      ===========  ===========  ============ 

</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   
                                       -------------------                         --------------           -------------------   
                                     Sep. 30,      1996 and      Reserves/      Sep. 30,     Dec. 31,     Sep. 30,      Dec. 31,  
Description                            1997          Prior      Write-offs        1997         1996         1997          1996  
- -----------                            ----          -----      ----------        ----         ----         ----          ----  
<S>                                 <C>          <C>          <C>            <C>           <C>           <C>           <C>        
 Office Building          
    Harbor Plaza                    $     -      $     -      $(10,618,380)  $      -      $     -       $ 31,346,860  $28,385,000
    Boston, MA (a)                                                                                                                
                                                                                                                                  
    Sierra Marketplace (b)(c)             -        9,093,598        -          15,979,355   15,979,355     17,059,235   15,688,576
    Reno, NV                                                                                                                      
                                                                                                                                  
    Twin Oak (b)                          -          880,460    (1,515,000)       636,678      636,678      2,854,793    2,614,938
    Ft. Lauderdale, FL    
                                    -----------  -----------  ------------   ------------  ------------  ------------  -----------
                                    $     -      $ 9,974,058  $(12,133,380)  $ 16,616,033  $ 16,616,033  $ 51,260,888  $46,688,514
                                    ===========  ===========  ============   ============  ============  ============  ===========
</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).
         (e) This mortgage was extended until December 1, 1999.
 

         Summary of mortgage activity is as follows:
<TABLE>
<CAPTION>
                                              Nine months ended                          Year ended
                                             September 30, 1997                       December 31, 1996
                                    -------------------------------------  --------------------------------------
                                    Investment    Interest                  Investment    Interest
                                      Method       Method        Total        Method       Method        Total
                                    -----------  -----------  -----------  -----------   ----------- ------------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>
         Opening balance            $     -      $16,616,033  $16,616,033  $     -      $16,511,153  $16,511,153
         Income recognized                -            -            -            -        1,619,880    1,619,880
         Allowance for loan losses        -            -            -            -       (1,515,000)  (1,515,000)
                                    -----------  -----------  -----------  -----------   ----------- ------------

         Ending balance             $     -      $16,616,033  $16,616,033  $     -      $16,616,033  $16,616,033
                                    ===========  ===========  ===========  ===========  ===========  ===========
</TABLE>
<PAGE>
                  RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
                          NOTES TO FINANCIAL STATEMENTS

5        PARTNERS' EQUITY

         The General  Partners hold a 2.5% equity  interest in the  Partnership.
         However,  at the inception of the  Partnership,  the General  Partners'
         equity account was credited with only the actual capital contributed in
         cash,  $1,000.  The  Partnership's   management  determined  that  this
         accounting does not appropriately reflect the Limited Partners' and the
         General  Partners'  relative  participations  in the  Partnership's net
         assets,  since it does not reflect the  General  Partners'  2.5% equity
         interest in the  Partnership.  Thus, the  Partnership  has restated its
         financial statements to reallocate $733,757 (2.5% of the gross proceeds
         raised at the  Partnership's  formation) of the partners' equity to the
         General Partners' equity account.  This reallocation was made as of the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.


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



         Liquidity and Capital Resources

         The General  Partners hold a 2.5% equity  interest in the  Partnership.
         However,  at the inception of the  Partnership,  the General  Partners'
         equity account was credited with only the actual capital contributed in
         cash,  $1,000.  The  Partnership's   management  determined  that  this
         accounting does not appropriately reflect the Limited Partners' and the
         General  Partners'  relative  participations  in the  Partnership's net
         assets,  since it does not reflect the  General  Partners'  2.5% equity
         interest in the  Partnership.  Thus, the  Partnership  has restated its
         financial statements to reallocate $733,757 (2.5% of the gross proceeds
         raised at the  Partnership's  formation) of the partners' equity to the
         General Partners' equity account.  This reallocation was made as of the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.

         The  Partnership  invested the net  proceeds of its public  offering in
         four  "zero  coupon"  first  and  junior  mortgage  loans   aggregating
         $23,300,000 in principal and secured by properties owned principally by
         privately  and  publicly  syndicated  limited  partnerships  originally
         sponsored by affiliates of the general partners.

         The  Partnership  currently  has  investments  in three  of these  four
         mortgage loans with outstanding  balances of approximately  $17,700,000
         in principal.

         As of September 30, 1997, the Partnership had working capital  reserves
         of approximately  $2,900,000.  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.  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.

         Results of operations

         Net income  increased for the nine months ended  September 30, 1997 and
         decreased for the quarter ended September 30, 1997 compared to the same
         periods in 1996.  The  increase  in net income for the nine  months was
         primarily due to the provision for loan losses recorded in 1996 and the
         decrease  for the three  months  was  primarily  due to a  decrease  in
         interest income in 1997 due to the cessation of the interest accrual on
         the Sierra loan.

         Revenues  decreased for both the three and nine months ended  September
         30,  1997  compared  to the same  periods  in 1996.  The  decrease  was
         primarily  a result  of the  decrease  in  interest  income  due to the
         cessation of the accrual of interest on the Sierra loan.
<PAGE>

         Costs and  expenses  decreased  for both the three  months and the nine
         months ended  September 30, 1997. The decrease was due to a decrease in
         the  provision  for loan  losses for the nine  months and a decrease in
         general  and  administrative  costs  for  both  periods.   General  and
         administrative  costs  decreased  as a result of a decrease  in payroll
         costs in 1997  coupled with 1996 actual  payroll  costs being less than
         anticipated in 1997.

         Inflation  has not had a material  effect on the  Partnership's  recent
         operations  or  financial  condition  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: A Form 8-K was filed on August 7, 1997.


<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 19, 1997                  By:  /s/ Richard Sabella
                                                   -------------------
                                                   Richard Sabella
                                                   President
                                                   (Duly Authorized Officer)


Dated:     November 19, 1997                 By:   /s/ Kevin Reardon
                                                   -------------------
                                                   Kevin Reardon
                                                   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, 1997 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-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       2,912,738
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,912,738
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              19,528,771
<CURRENT-LIABILITIES>                           91,911
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  19,436,860
<TOTAL-LIABILITY-AND-EQUITY>                19,528,771
<SALES>                                              0
<TOTAL-REVENUES>                               140,136
<CGS>                                                0
<TOTAL-COSTS>                                   73,494
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 66,642
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             66,642
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    66,642
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
          

</TABLE>


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