RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
10-Q, 1997-05-15
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 March 31, 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 - MARCH 31, 1997





                                      INDEX



PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

       BALANCE SHEETS - March 31, 1997 and December 31, 1996

       STATEMENTS OF INCOME - For the three months ended
           March 31, 1997 and 1996

       STATEMENT OF PARTNERS' EQUITY - For the three months ended
           March 31, 1997

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



                                                                  March 31,     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 ...........................       2,870,658       2,873,084
      Other receivable ....................................          12,144          11,899
                                                                -----------     -----------

                                                                $19,498,835     $19,501,016
                                                                ===========     ===========


 LIABILITIES AND PARTNERS' EQUITY

 Liabilities
      Accounts payable and accrued expenses ...............     $    92,900     $   130,798
                                                                -----------     -----------

 Commitments and contingencies

 Partners' equity
      Limited partners' equity (as restated) (187,919 units
         issued and outstanding) ..........................      18,920,812      18,885,988
      General partners' equity (as restated) ..............         485,123         484,230
                                                                -----------     -----------

             Total partners' equity .......................      19,405,935      19,370,218
                                                                -----------     -----------

                                                                $19,498,835     $19,501,016
                                                                ===========     ===========

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

                                STATEMENTS OF INCOME



                                                         For the three months ended
                                                                  March 31,
                                                         --------------------------
                                                             1997          1996
                                                          --------      --------
<S>                                                       <C>           <C>
Revenues
     Short term investment interest ................      $ 34,481      $ 28,978
     Other income ..................................         6,090         8,858
     Mortgage loans interest income ................          --         389,013
                                                          --------      --------

                                                            40,571       426,849
                                                          --------      --------

Costs and expenses
     General and administrative expenses ...........         4,854        41,426
                                                          --------      --------

Net income .........................................      $ 35,717      $385,423
                                                          ========      ========

Net income attributable to
     Limited partners ..............................      $ 34,824      $375,787
     General partners ..............................           893         9,636
                                                          --------      --------

                                                          $ 35,717      $385,423
                                                          ========      ========

Net income per unit of limited partnership
     interest (187,919 units outstanding) ..........      $   0.19      $   2.00
                                                          ========      ========

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

                              STATEMENT OF PARTNERS' EQUITY






                                             General          Limited           Total
                                            Partners'         Partners'       Partners'
                                             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 three months ended
     March 31, 1997 ..................             893           34,824           35,717
                                          ------------     ------------     ------------

Balance, March 31, 1997 ..............    $    485,123     $ 18,920,812     $ 19,405,935
                                          ============     ============     ============

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

                      RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                               STATEMENTS OF CASH FLOWS



                                                           For the three months ended
                                                                    March 31,

                                                              1997            1996
                                                          -----------     -----------
<S>                                                       <C>             <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities

     Net income ......................................    $    35,717     $   385,423

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

     Changes in assets and liabilities
        Other receivable .............................           (245)           --
        Accounts payable and accrued expenses ........        (37,898)         (6,427)
                                                          -----------     -----------

            Net cash used in operating activities ....         (2,426)        (10,017)
                                                          -----------     -----------

Net decrease in cash and cash equivalents ............         (2,426)        (10,017)

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

Cash and cash equivalents, end of period .............    $ 2,870,658     $ 2,825,738
                                                          ===========     ===========


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

                          NOTES TO FINANCIAL STATEMENTS


1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of normal recurring accruals) necessary for a fair presentation of such
         financial  information have been included.  The accompanying  financial
         statements,  footnotes and  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 three months ended March
         31, 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
         March 31, 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.  No allowance
         was required for the quarters ended March 31, 1997 and 1996.

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.  For the  three  months  ended  March  31,  1997 and 1996,
         reimbursable  expenses paid to Wexford  amounted to $6,654 and $13,326,
         respectively.  Wexford  Management  LLC is engaged  to perform  similar
         services for other similar entities that may be in competition with the
         Partnership.

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

         The General  Partners are  allocated  2.5% of the net income or loss of
         the  Partnership  and are entitled to 2.5% of  distributions.  The 2.5%
         shall be apportioned 98% to the Managing  General Partner and 2% to the
         Associate  General  Partner.  For the quarters ended March 31, 1997 and
         1996, the Managing  General Partner and Associate  General Partner were
         allocated   net   income  of  $875  and  $18,   and  $9,443  and  $193,
         respectively.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

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.

         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"),  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.

         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.

         The  Twin  Oak  borrower  is  currently  failing  this  test  and it is
         anticipated that the High Cash borrower will fail this test by December
         1997.  The  Partnership  will not take action  against the borrowers at
         this  time,  as there is not an  adequate  remedy.  By the  Partnership
         calling its loans,  the borrowers could possibly 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  Twin  Oak  property  is  currently
         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 currently  approximately  equal to the  Partnership's
         mortgage,  by calling its loans,  the Partnership  would jeopardize its
         potential  for  realizing  the full  contractual  value of its mortgage
         loans.
<PAGE>
                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

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

         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 March 1997, the Twin Oak borrower and its first
         mortgage  lender agreed in principal to extend the maturity date of the
         first  mortgage  until July 1, 1998.  In addition,  the first  mortgage
         holder  agreed to increase  the first  mortgage by $175,000 in order to
         allow Twin Oak to become current on its first mortgage payments.

         The Partnership agreed to the loan extension on the condition that Twin
         Oak provide to the  Partnership a  deed-in-lieu  of  foreclosure of the
         Twin Oak  property  on or  before  the  extended  due date of the first
         mortgage, which would occur on July 1, 1998, unless Twin Oak is able to
         refinance the first mortgage and the Partnership's mortgage before such
         date. Twin Oak agreed to this condition. Should the Partnership receive
         the  deed to the Twin  Oak  property,  the  Partnership  would  own the
         property  subject to the terms and  conditions  of the first  mortgage.
         Consummation  of the loan  extension is subject to final  documentation
         and is expected to close during the second or third quarter of 1997.

         Sierra loan

         During the first  quarter of 1997,  High Cash,  the owner of the Sierra
         property and the borrower of 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
         is unlikely  that any  additional  interest  accrued on the Sierra loan
         will 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.

         Interest  recognized  for  the  Partnership's  mortgage  loans  are  as
         follows:
<TABLE>
<CAPTION>
                                                  Three months ended March 31,
                                                 -----------------------------
                   Description                      1997             1996
                   -----------                      ----             ----
<S>                                              <C>              <C>
         Shopping Center
             Sierra Marketplace (a), (b)  
             Reno, Nevada                        $      -         $   389,013
                                                 =========        =========== 
</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)

         Summary of mortgage activity is as follows:
<TABLE>
<CAPTION>
                                              Three months ended                         Year ended
                                                March 31, 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>
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(e) 1-Dec-98   $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   
                                       -------------------                         --------------           -------------------   
                                     March 31,     1996 and      Reserves/      March 31,    Dec. 31,     March 31,     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)  $      -      $     -       $ 29,339,810  $28,385,000
    Boston, MA (a)                                                                                                                
                                                                                                                                  
    Sierra Marketplace (b)(c)             -        9,093,598        -          15,979,355   15,979,355     16,132,766   15,688,576
    Reno, NV                                                                                                                      
                                                                                                                                  
    Twin Oak (b)                          -          880,460    (1,515,000)       636,678      636,678      2,694,889    2,614,938
    Ft. Lauderdale, FL    
                                    -----------  -----------  ------------   ------------  ------------  ------------  -----------
                                    $     -      $ 9,974,058  $(12,133,380)  $ 16,616,033  $ 16,616,033  $ 48,167,465  $46,688,514
                                    ===========  ===========  ============   ============  ============  ============  ===========

         (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 mortgage was extended until December 1, 1999.
</TABLE>
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
         "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  originally invested in four Mortgage Loans aggregating
         $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, 1997.

         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,  1997,  the  Partnership  had  working  capital  reserves  of
         approximately $2,900,000.
<PAGE>
         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 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 December 1995, the Partnership consummated an agreement resulting in
         a payment to the  Partnership  of  $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.

         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 investments 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
         March 31, 1997. No allowance was required for the quarters  ended March
         31, 1997 and 1996.

         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 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
         value of the Twin Oak property to be  approximately  $4,530,000 at June
         30, 1996.  The  contractual  balance of the first  mortgage on 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

         Net income  decreased  for the quarter ended March 31, 1997 compared to
         1996.  The decrease was due to a greater  decrease in revenues than the
         decrease in expenses.

         Revenues  decreased  compared to the same period in 1996.  The decrease
         was  primarily  a result of a decrease  in  interest  income due to the
         cessation of the accrual of interest on the Sierra loan.

         During the first quarter of 1997,  High Cash Partners,  L.P., the owner
         of the Sierra  property and the borrower of 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 is unlikely that any additional  interest accrued on
         the Sierra  loan will  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.

         Costs and  expenses  decreased  for the  quarter  ended  March 31, 1997
         compared to the same period in 1996.  The decrease was primarily due to
         a  decrease  in  general   and   administrative   costs.   General  and
         administrative  costs  decreased  as a result of a decrease  in payroll
         costs in 1997.

         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, 1997                   By:     /s/ Frederick Simon
                                                  -------------------
                                                  Frederick Simon
                                                  President
                                                  (Duly Authorized Officer)


Dated:     May 15, 1997                  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, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       2,870,658
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,882,802
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              19,498,835
<CURRENT-LIABILITIES>                           92,900
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  19,405,935
<TOTAL-LIABILITY-AND-EQUITY>                19,498,835
<SALES>                                              0
<TOTAL-REVENUES>                                40,571
<CGS>                                                0
<TOTAL-COSTS>                                    4,854
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 35,717
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             35,717
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    35,717
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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