RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
10-Q, 1999-08-12
FINANCE SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q




 /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended June 30, 1999

                         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, Suite 270, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7444
              (Registrant's telephone number, including area code)

                                      None
 (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, 1999





                                      INDEX



PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - June 30, 1999 and December 31, 1998 ............    1


         STATEMENTS OF INCOME - For the three months ended June 30, 1999
              and 1998 and for the six months ended June 30,
              1999 and 1998 ...............................................   2


         STATEMENT OF PARTNERS' EQUITY - For the six months ended
              June 30, 1999 ..............................................    3


         STATEMENTS OF CASH FLOWS - For the six months ended
              June 30, 1999 and 1998 .....................................    4


         NOTES TO FINANCIAL STATEMENTS ...................................  5-10


    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS ........................ 11-12


PART II - OTHER INFORMATION

    ITEM 1 - LEGAL PROCEEDINGS ...........................................   13

    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ............................   13


SIGNATURES ...............................................................   14


<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                 RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                                BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                   June 30,   December 31,
                                                                                                     1999         1998
                                                                                                 -----------   -----------
<S>                                                                                              <C>           <C>
ASSETS

     Investments in mortgage loans (net of
         allowance for loan losses of $0 and
         $11,733,380 at June 30, 1999 and
         December 31, 1998, respectively)                                                        $15,979,355   $17,016,033
     Cash and cash equivalents                                                                     4,156,269     2,992,413
     Other receivable                                                                                    521        10,761
                                                                                                 -----------   -----------
                                                                                                 $20,136,145   $20,019,207
                                                                                                 ===========   ===========


LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Accounts payable and accrued expenses                                                       $   108,200   $    94,992

Commitments and contingencies

Partners' equity
     Limited partners' equity (187,919 units
         issued and outstanding)                                                                  19,527,272    19,426,135
     General partners' equity                                                                        500,673       498,080
                                                                                                 -----------   -----------

            Total partners' equity                                                                20,027,945    19,924,215
                                                                                                 -----------   -----------
                                                                                                 $20,136,145   $20,019,207
                                                                                                 ===========   ===========
</TABLE>

See notes to financial statements.
                                                                              1


<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                             STATEMENTS OF INCOME



<TABLE>
<CAPTION>
                                                   For the three              For the six
                                                    months ended             months ended
                                                       June 30,                 June 30,
                                                -------------------       -------------------
                                                  1999       1998           1999       1998
                                                --------   --------       --------   --------
<S>                                             <C>        <C>            <C>        <C>
Revenues
     Short term investment interest             $ 42,796   $ 36,770       $ 74,891   $ 73,604
     Other income                                 23,770      5,300         69,840     11,000
                                                --------   --------       --------   --------

                                                  66,566     42,070        144,731     84,604
                                                --------   --------       --------   --------

Costs and expenses
     General and administrative expenses          22,186     25,522         41,001     50,019
                                                --------   --------       --------   --------

Net income                                      $ 44,380   $ 16,548       $103,730   $ 34,585
                                                ========   ========       ========   ========

Net income attributable to
     Limited partners                           $ 43,271   $ 16,134       $101,137   $ 33,720
     General partners                              1,109        414          2,593        865
                                                --------   --------       --------   --------

                                                $ 44,380   $ 16,548       $103,730   $ 34,585
                                                ========   ========       ========   ========

Net income per unit of limited partnership
     interest (187,919 units outstanding)       $    .23   $    .09       $    .54   $    .18
                                                ========   ========       ========   ========
</TABLE>

See notes to financial statements.

                                                                               2

<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                         STATEMENT OF PARTNERS' EQUITY


                                  General       Limited         Total
                                 Partners'     Partners'      Partners'
                                  Equity        Equity         Equity
                                -----------   -----------   -----------

Balance, January 1, 1999        $   498,080   $19,426,135   $19,924,215

Net income for the six months
     ended June 30, 1999              2,593       101,137       103,730
                                -----------   -----------   -----------

Balance, June 30, 1999          $   500,673   $19,527,272   $20,027,945
                                ===========   ===========   ===========

See notes to financial statements.

                                                                               3

<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                           STATEMENTS OF CASH FLOWS


                                                        For the six months ended
                                                                 June 30,
                                                        ------------------------
                                                            1999         1998
                                                        -----------   ----------

INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities

     Net income                                          $  103,730   $   34,585

     Changes in assets and liabilities
         Other receivable                                    10,240          582
         Accounts payable and accrued expenses               13,208        8,971
                                                         ----------   ----------

            Net cash provided by operating activities       127,178       44,138
                                                         ----------   ----------

Cash flows from investing activities
     Payments received from sale of mortgage loan, net      800,000         --
     Mortgage loan payments received                        236,678         --
                                                         ----------   ----------

            Net cash provided by investing activities     1,036,678         --
                                                         ----------   ----------

Net increase in cash and cash equivalents                 1,163,856       44,138

Cash and cash equivalents, beginning of period            2,992,413    2,908,425
                                                         ----------   ----------

Cash and cash equivalents, end of period                 $4,156,269   $2,952,563
                                                         ==========   ==========

See notes to financial statements.
                                                                               4


<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                            FORM 10-Q -- JUNE 30, 1999


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, 1998. The results of operations for the six months
         ended June 30, 1999, are not necessarily indicative of the results to
         be expected for the full year.

         When used in this quarterly report on Form 10-Q, the words "believes,"
         "anticipates," "expects" and similar expressions are intended to
         identify forward-looking statements. Statements looking forward in time
         are included in this quarterly report on Form 10-Q pursuant to the
         "safe harbor" provision on the Private Securities Litigation Reform Act
         of 1995. Such statements are subject to certain risks and uncertainties
         which could cause actual results to differ materially, including, but
         not limited to, those set forth in "management's discussion and
         analysis of financial condition and results of operations." Readers are
         cautioned not to place undue reliance on these forward-looking
         statements, which speak only as of the date hereof. The Partnership
         undertakes no obligation to publicly revise these forward-looking
         statements to reflect events or circumstances occurring after the date
         hereof or to reflect the occurrence of unanticipated events.


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.

             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.

         Allowance for loan losses

         An allowance for loan losses is established based upon a periodic
         review of each of the mortgage loans in the Partnership's portfolio.
         In performing this review, management considers the estimated fair
         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

                                                                               5

<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                           FORM 10-Q -- JUNE 30, 1999


2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Allowance for loan losses (continued)

         property and the economic situation in the region where the property
         is located. Because this determination of fair value is based upon
         projections of future economic events, the amounts ultimately
         realized at disposition may differ materially from the carrying value
         as of June 30, 1999. The Partnership may provide for additional
         losses in subsequent periods and such provisions could be material.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The Managing General Partner of the Partnership, RAM Funding, Inc.
         and the Associate General Partner, Presidio AGP Corp. are
         wholly-owned subsidiaries of Presidio Capital Corp. ("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.

         Subject to the rights of the Limited Partners under the Limited
         Partnership Agreement, Presidio controls the Partnership through its
         indirect ownership of the General Partners. On August 28, 1997, an
         affiliate of NorthStar Capital Partners acquired all of the Class B
         shares of Presidio. This acquisition, when aggregated with previous
         acquisitions, caused NorthStar Capital Partners to acquire indirect
         control of the General Partners. Effective July 31, 1998, Presidio is
         indirectly controlled by NorthStar Capital Investment Corp.
         ("NorthStar"), a Maryland Corporation.

         Presidio entered into a management agreement with NorthStar Presidio
         Management Company LLC ("NorthStar Presidio"), an affiliate of
         NorthStar. Under the terms of the management agreement, NorthStar
         Presidio provides the day-to-day management of Presidio and its
         direct and indirect subsidiaries and affiliates. For the six months
         ended June 30, 1999 and 1998 reimbursable expenses due to NorthStar
         Presidio from the Partnership amounted to $3,581 and $1,000,
         respectively.

         As of June 30, 1999, an affiliate of Presidio has acquired 17,385
         units of limited partnership interest of the Partnership. These units
         represent 9.3% of the issued and outstanding limited partnership
         units.

         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.

                                                                               6

<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                           FORM 10-Q -- JUNE 30, 1999


4        INVESTMENTS IN MORTGAGE LOANS AND ALLOWANCE FOR LOAN LOSSES

         The Partnership invested 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 currently has one outstanding mortgage loan.


         The Partnership's mortgage note contains a provision which require
         the borrowers to provide current appraisals based upon certain
         conditions or in some cases upon request.

         The Partnership has prepared an internal valuation for the property
         owned by High Cash Partners, L.P. ("High Cash"). This loan contains a
         provision which requires that if an appraisal indicates 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. Based upon an internal valuation, management does
         not believe that the loan to value ratio has been exceeded.

         Harborista Loan

         A $10,000,000 second mortgage loan ("the Harborista Loan") to
         Harborista Associates, L.P. was secured by an office building,
         commonly known as the Harbor Plaza, located in Boston, Massachusetts
         (the "Harbor Plaza"). The Harborista Loan was funded on February 13,
         1989 and bore interest at the rate of 13.307% per annum, compounded
         monthly and was originally due to mature on December 1, 1998, at
         which time a balloon payment of approximately $36,000,000 would have
         been due and payable. Harbor Plaza was also encumbered by a first
         mortgage loan in the original amount of $24,475,000 held by
         Northwestern Mutual Life Insurance Co. ("Northwestern"). The first
         mortgage was due to mature on December 1, 1995, but was extended
         until January 1, 1999.

         During 1993 management determined that interest on the Harborista
         Loan should cease to accrue and that an allowance for loan losses was
         necessary for the entire carrying value of the Harborista Loan which
         amounted to $10,618,380.

         On February 9, 1999, 470 Atlantic Avenue Management Corp. ("470
         Atlantic"), which had previously acquired Northwestern's first
         mortgage loan filed a motion for foreclosure on its mortgage.

         On March 30, 1999, the Partnership sold its interest in the
         Harborista Loan to 470 Atlantic for gross proceeds of approximately
         $1,000,000, exclusive of legal and other costs related to the
         transaction of approximately $200,000. Accordingly, the Partnership
         recorded $800,000 of recovery of loan losses with respect to the sale
         of this loan as of December 31, 1998.

                                                                               7
<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                           FORM 10-Q -- JUNE 30, 1999


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


         Twin Oak loan

         The Partnership held a $1,200,000 second mortgage on the Twin Oak
         property. The first mortgage on this property, which was held by an
         unaffiliated third party, was due to mature on July 1, 1993. However,
         during 1993, the mortgage loan was extended for three years until
         July 1, 1996. For the period between July 1996 and October 1997, the
         Twin Oak borrower continued to make reduced mortgage payments to the
         first mortgage lender in anticipation of a loan extension or
         modification. 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. In order for the Twin Oak
         borrower to consummate this loan extension, the consent of the
         Partnership was required. The Partnership agreed to consent on the
         condition that the Twin Oak borrower either refinance both the first
         mortgage and the Partnership's mortgage on or before July 1, 1998 or
         give the Partnership a deed-in-lieu of foreclosure to the Twin Oak
         property. It was the intention of the general partners of Twin Oak to
         sell the property prior to the July 1, 1998 extended maturity date.

         The property was marketed for sale, and Twin Oak entered into a
         formal contract of sale with an unaffiliated third party in May of
         1998. On July 1, the first mortgage matured and was not repaid.
         However, the purchaser failed to perform on this contract in August
         of 1998. The property was again marketed for sale. On October 20,
         1998, a formal agreement was executed in which the first mortgage
         lender again agreed to extend the maturity of the loan to July 1,
         1999 in exchange for a modification to the interest rate and payment
         of an extension fee. On October 15, 1998, a new contract for sale was
         executed with Emmes Ventures ("Emmes"), an affiliate of NorthStar,
         also an affiliate of the general partners of Twin Oak and the
         Partnership.

         During the year ended 1996, a provision for loan losses of $1,515,000
         was recorded on the Twin Oak loan. A $400,000 allowance for loan
         losses was recorded during 1998 to reduce the carrying value of the
         loan to the estimated amount anticipated to be received by the
         Partnership under the terms outlined in this new contract.

         On March 1, 1999, the Twin Oak property was sold to Emmes for a gross
         purchase price of approximately $4,150,000 (subject to customary
         adjustments at closing). The Twin Oak borrower used the proceeds from
         the sale to repay the first mortgage holder and on May 5, 1999, the
         Partnership received approximately $237,000 representing the carrying
         value of the Twin Oak loan.

                                                                               8

<PAGE>

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                           FORM 10-Q -- JUNE 30, 1999


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

Summary of mortgage activity is as follows:

<TABLE>
<CAPTION>
                                              Six months ended                               Year ended
                                                June 30, 1999                              December 31, 1998
                              --------------------------------------------    -------------------------------------------
<S>                           <C>             <C>             <C>             <C>            <C>             <C>
                               Investment       Interest                        Investment     Interest
                                 Method          Method           Total           Method        Method           Total
                              ------------    ------------    ------------    ------------   ------------    ------------
Opening balance               $    800,000    $ 16,216,033    $ 17,016,033    $       --     $ 16,616,033    $ 16,616,033
Recovery of (provision for)
   loan losses                        --              --              --           800,000      (400,000)         400,000
Payments received, net           (800,000)       (236,678)     (1,036,678)           --             --              --
                              ------------    ------------    ------------    ------------   ------------    ------------
Ending balance                $       --      $ 15,979,355    $ 15,979,355    $    800,000   $ 16,216,033    $ 17,016,033
                              ============    ============    ============    ============   ============    ============
</TABLE>
                                                                               9

<PAGE>

                   RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.

                          NOTES TO FINANCIAL STATEMENTS

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

         Information with respect to the Partnership's mortgage loans is as
follows:
<TABLE>
<CAPTION>
                                                                                  Original        Mortgage       Mortgage
                                 Interest     Compound                Loan        Maturity        Amount        Purchased
 Description                      Rate %       Period      Type       Date          Date          Advanced       Interest
- -------------                     -------     --------     -----    ---------   -----------    ------------     ---------
<S>                                <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
      Boston, Mass (a) (e)

 Shopping Centers
      Sierra Marketplace (b) (c)   11.220      Monthly       1st    10-Feb-89     28-Feb-01       6,500,000             -
      Reno, Nevada

      Twin Oak (b) (f)             12.280     Annually       2nd     3-Apr-90      1-May-02       1,200,000             -
      Ft. Lauderdale, Florida                                                                   -----------     ---------
                                                                                                $17,700,000     $  23,513
                                                                                                ===========     =========
<CAPTION>
                                                  Interest recognized                            Carrying value
                                   Mortgage     -------------------------                 --------------------------
                                   Placement      June 30,     1998 and      Reserves/      June 30,    December 31,
 Description                         Fees          1999         Prior        Write-offs      1999           1998
- -------------                     -----------   -----------  ------------   -----------   -----------   ------------
<S>                               <C>           <C>          <C>            <C>           <C>           <C>
Office Building
     Harbor Plaza                 $   594,867   $      --     $      --     $      --     $      --     $    800,000
     Boston, Mass (a) (e)

Shopping Centers
     Sierra Marketplace (b) (c)       385,757          --       9,093,598          --      15,979,355     15,979,355
     Reno, Nevada

     Twin Oak (b) (f)                  71,218          --         880,460          --            --          236,678
     Ft. Lauderdale, Florida
                                  -----------   -----------  ------------   -----------   -----------   ------------
                                  $ 1,051,842   $      --     $ 9,974,058   $      --     $15,979,355   $ 17,016,033
                                  ===========   ===========   ===========   ===========   ===========   ============
<CAPTION>

                                        Contractual balance (d)
                                      -------------------------------
                                         June 30,         December 31,
 Description                               1999             1998
- --------------------------------      -------------     -------------

 Office Building
      Harbor Plaza                    $           -     $  36,985,751
      Boston, Mass (a) (e)

 Shopping Centers
      Sierra Marketplace (b) (c)         20,726,433        19,600,802
      Reno, Nevada

      Twin Oak (b) (f)                            -         3,293,255
                                      -------------     -------------
      Ft. Lauderdale, Florida
                                      $ 20,726,433      $  59,879,808
                                      =============     =============

</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 loan was repaid during the quarter ended March 31,
            1999.
      (f)   This loan was repaid on May 5, 1999.

See notes to financial statements.

                                                                              10

<PAGE>

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


         Liquidity and Capital Resources

         The Partnership initially invested the net proceeds of its public
         offering in four zero coupon first and junior mortgage loans
         aggregating $23,300,000. These loans are secured by properties owned
         principally by privately and publicly syndicated limited partnerships
         originally sponsored by affiliates of the general partners. The
         Partnership currently has an investment in one of these four mortgage
         loans with outstanding balances of approximately $6,500,000 in
         principal.

         As of June 30, 1999, the Partnership had working capital reserves of
         approximately $4,049,000, 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.

         On March 1, 1999, the Twin Oak Property was sold to Emmes Ventures,
         an affiliate of NorthStar for a gross purchase price of approximately
         $4,150,000 (subject to customary adjustments at closing). The Twin
         Oak Borrower used the proceeds from the sale to repay the first
         mortgage to Southern Life Mortgage and on May 5, 1999, the
         Partnership received approximately $237,000 representing the carrying
         value of the Twin Oak loan.

         On March 30, 1999, the Partnership sold its interest in the
         Harborista Loan to the holder of the first mortgage on Harbor Plaza
         for gross proceeds of approximately $1,000,000, exclusive of legal
         and other costs related to the transaction of approximately $200,000.
         As of December 31, 1998, the Partnership recorded $800,000 of
         recovery of loan losses with respect to this sale.

         Results of operations

         Net income increased for the three and six month periods ended June
         30, 1999 as compared to the same periods in 1998. The increase was
         principally due to an increase in other income as a result of
         increased transfer fee income and an increase in short-term
         investment interest resulting from larger cash balances available for
         short term investment as well as a decrease in general and
         administrative expenses.

         Costs and expenses decreased for the three and six month periods
         ended June 30, 1999 as compared to the same period in 1998 primarily
         due to a decrease in legal expenses.

         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.

         Year 2000 compliance

         The Year 2000 compliance issue concerns the inability of computerized
         information systems and equipment to accurately calculate, store or
         use a date after December 31, 1999, as a result of the year being
         stored as a two digit number. This could result in a system failure
         or miscalculations causing disruptions of operations. The Partnership
         and NorthStar Presidio recognize the importance of ensuring that its
         business operations are not disrupted as a result of Year 2000
         related computer system and software issues.

         NorthStar Presidio is in the process of assessing its internal
         computer information systems and is taking the steps necessary to
         remediate these systems so that they will be Year 2000 compliant. In
         connection therewith, NorthStar Presidio has installed a new fully
         compliant accounting and reporting system.

                                                                              11

<PAGE>

         Year 2000 compliance (continued)

         Because this assessment is ongoing, the total cost of bringing all
         systems and equipment into Year 2000 compliance has not been fully
         quantified. Based upon available information, NorthStar Presidio does
         not believe that these costs will have a material adverse effect on
         the Partnership's business, financial condition or results. However,
         it is possible that there could be adverse consequences to the
         Partnership as a result of Year 2000 issues that are outside the
         Partnership's control.
                                                                              12

<PAGE>

PART II - OTHER INFORMATION


ITEM 1 -   LEGAL PROCEEDINGS

(a)        None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits:  None.

(b)        Reports on Form 8-K:       None.

                                                                              13

<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


                                        By:      /s/ Allan B. Rothschild
                                                 -------------------------------
                                                 Allan B. Rothschild
                                                 President




                                        By:      /s/ Lawrence Schachter
                                                 -------------------------------
                                                 Lawrence R. Schachter
                                                 Senior Vice President and Chief
                                                   Financial Officer




Dated:     August 11, 1999

                                                                              14


<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
The schedule contains summary information extracted from the Financial
Statements of the June 30, 1999 Form 10-Q of Resources Accrued Mortgage 2
and is qualified in its entirety by reference to such financial statements.


<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                         4,156,269
<SECURITIES>                                           0
<RECEIVABLES>                                          0
<ALLOWANCES>                                           0
<INVENTORY>                                            0
<CURRENT-ASSETS>                               4,156,790
<PP&E>                                                 0
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                20,136,145
<CURRENT-LIABILITIES>                            108,200
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                    20,027,945
<TOTAL-LIABILITY-AND-EQUITY>                  20,136,145
<SALES>                                                0
<TOTAL-REVENUES>                                 144,731
<CGS>                                                  0
<TOTAL-COSTS>                                     41,001
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                     0
<INCOME-PRETAX>                                  103,730
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                              103,730
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     103,730
<EPS-BASIC>                                            0
<EPS-DILUTED>                                          0



</TABLE>


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