ASSOCIATED PLANNERS REALTY INCOME FUND
10-K, 1997-03-31
LESSORS OF REAL PROPERTY, NEC
Previous: EREIM LP ASSOCIATES, 10-K405, 1997-03-31
Next: GENERAL COMMUNICATION INC, 10-K, 1997-03-31




                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

     (Mark One)

     [ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  FOR THE FISCAL YEAR ENDED  DECEMBER 31, 1996

                                       OR
     [    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
     FOR THE TRANSITION PERIOD FROM                   TO

                          COMMISSION FILE NUMBER   33-11013


   ASSOCIATED PLANNERS REALTY INCOME FUND, (A CALIFORNIA LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                         95-4120092
     State or other jurisdiction of          (IRS Employer
     incorporation or organization           Identification)

         5933 WEST CENTURY BLVD., 9TH FLOOR, LOS ANGELES, CA 90045-5454
         (Address of principal executive offices)           (Zip Code)
    Registrant's telephone number,including area code    (310) 670-0800

          Securities registered pursuant to Section 12(b) of the Act:

   Title of each class               Name of each exchange on which registered
                      NONE                   NONE


          Securities registered pursuant to Section 12(g) of the Act:
                     UNITS OF LIMITED PARTNERSHIP INTEREST

                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports 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

     Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's  knowledge,  in  definitive  proxy  or   information
statements incorporated  by reference  in Part  III  of this  Form 10-K  or  any
amendment to this Form 10-K [   ]

                                         1

<PAGE>

                                    PART  I

ITEM 1.   BUSINESS

Associated Planners Realty Income Fund  (the "Partnership"), was organized in
December 1986, under the California Revised Limited Partnership Act.  West Coast
Realty Advisors, Inc. ("WCRA"), a California corporation, and W. Thomas Maudlin
Jr., an individual, are general partners (collectively referred to herein as the
"General Partner").

The Partnership was organized for the purpose of investing in, holding, and
managing improved, unleveraged income-producing property, such as residential
properties, office buildings, commercial buildings, industrial properties, mini-
warehouse facilities, and shopping centers ("Properties"), which are believed to
have potential for cash flow and capital appreciation.  The Partnership intends
to own and operate such Properties for investment over an anticipated holding
period of approximately five to ten years.  At December 31, 1996, the
Partnership had no employees.

The Partnership's principal investment objectives are to invest the net proceeds
in real properties which will:

          1.   Preserve and protect the Partnership's invested capital;
          2.   Provide for cash distributions from operations;
          3.   Provide gains through potential appreciation; and
          4.   Generate federal income tax deductions so that a portion of cash
               distributions may be treated as a return of capital for tax
               purposes  and, therefore, may not represent taxable income to 
               the Limited Partners.

On October 25, 1988. the Partnership acquired a 100% interest in a shopping
center located in Chino, California.  On January 9, 1990, the Partnership,
together with Associated Planners Realty Growth Fund (an affiliate), purchased a
one-story building located in San Marcos, California.  The acquisition was paid
for entirely in cash totaling $3,118,783 of which $2,806,905 was provided by the
Partnership and $311,878 by the affiliate.

On November  1, 1996,  Associated Planners  Realty Income  Fund ("Income  Fund")
purchased the remaining real estate asset from Associated Planners Realty Growth
Fund ("Growth Fund").   This asset consisted  of the 10  % interest that  Income
Fund had  not  already  owned in  an  office  building located  in  San  Marcos,
California.

                                        2

<PAGE>

Income Fund paid $185,968 on November  2, 1996 for the  10% interest in the  San
Marcos property.   This amount consisted  of $188,001 for  the property  itself,
less $2,032 for the  share of a  cash security deposit  from the current  tenant
that Growth Fund retained.  There is no debt in connection with the property.

The ownership and operation  of any income-producing real estate is  subject to
those risks inherent in all real estate investments.  These include national and
local economic conditions, the  supply of and demand  for similar types of  real
property, competitive marketing  conditions, zoning  changes, possible  casualty
losses, and increases in real estate taxes, assessments, and operating expenses,
as well as others.

The Partnership is  subject to competitive  conditions that exist  in the  local
markets where it operates rental real estate.  These conditions are discussed in
ITEM 2-- "PROPERTIES".

The Partnership is operated by the General Partner, subject to the terms of  the
Amended and Restated Agreement of Limited  Partnership.  The Partnership has  no
employees, and all  administrative services are  provided by  West Coast  Realty
Advisors Inc. ("WCRA") the co-General Partner.

On February 26, 1988, the Partnership  attained its minimum funding  requirement
with the initial release of escrow funds totaling $1,272,000 and terminated  its
offering on September 5,  1989.  As  of December 31,  1989, gross proceeds  from
sales of Partnership units totaled $5,106,000 and $4,594,101 net of  syndication
costs and sales commissions.


ITEM 2.   PROPERTIES

The properties acquired by the Partnership are described below:

YORBA CENTER

On October 25, 1988, the Partnership  purchased Yorba Center, a retail  shopping
center located in Chino, California.

The Center, constructed in 1987, provides 12,697 rentable square feet located on
a .91-acre parcel of land.  As of December 31, 1996, the Center was 100%  leased
to nine tenants.  The average monthly  rent per occupied square foot was  $1.12.
All but two tenants are renting space on a "triple net" lease basis, i.e., each
tenant being proportionately responsible for  payment of all expenses  including
insurance, taxes, maintenance, and other operating expenses.  The remaining  two
tenants are renting space on a  "gross" basis, i.e. the landlord is  responsible
for payment of all expenses pertaining to these tenants.

                                    3

<PAGE>


The building and  improvements are  depreciated over 31.5  to 40  years using  a
straight-line method for both financial and income tax reporting purposes.   The
financial and income tax basis for the property are the same.  In the opinion of
the General  Partner, the  property  is adequately  insured.   The  property  is
managed by West  Coast Realty  Management, Inc.  ("WCRM"), an  affiliate of  the
corporate General Partner.

The Center is dependent upon the vitality of the consumer market in the  general
area.    Since  the  City  of  Chino  applies  strict  building  regulations  on
developers, it  is  expected  that new  development  will  be  limited,  thereby
preserving the  Center's  competitive  edge during  the  Partnership's  intended
holding period.  Although all areas of Southern California have been affected by
the economic  slowdown, layoffs,  plant closings  and military  cutbacks,  these
economic factors are not expected to  significantly impact the occupancy of  the
shopping center.

Tenants occupying 10% or more of rental square footage as of December 31, 1996:

Mels Liquor:  15.79% of  rental square  footage; $36,000  rent per  year;  lease
expires on May 31, 2002;  Renewal Options: Lessee has  option to extend lease  5
years to May 31, 2007.

Video Club:  13.69% of  rental  square footage;  $12,690  rent per  year;  lease
expires on August 31, 1998; Renewal Options: No renewal options.

San Bernardino County Superintendent Schools:  17.11% of rental square  footage;
$28,188 rent per year; lease expires  on June 30, 1997; Renewal Options:  Lessee
has one option to extend the lease for one additional year.

Descry Cal: 10.04%  of rentable  square footage;  $22,508 rent  per year;  lease
expires on May 31, 1997.


SAN MARCOS INDUSTRIAL BUILDING

On January 9,  1990, the Partnership  together with  Associated Planners  Growth
Fund (a  90%/10% interest,  respectively) purchased  the San  Marcos  Industrial
Building located in San Marcos, California.

On November  1, 1996,  Associated Planners  Realty Income  Fund ("Income  Fund")
purchased the remaining real estate asset from Associated Planners Realty Growth
Fund ("Growth Fund").   This asset consisted  of the 10  % interest that  Income
Fund had  not  already  owned in  an  office  building located  in  San  Marcos,
California.

                                      4

<PAGE>


Income Fund paid $185,968 on November  2, 1996 for the  10% interest in the  San
Marcos property.   This amount consisted  of $188,000 for  the property  itself,
less $2,032 for the  share of a  cash security deposit  from the current  tenant
that Growth Fund retained.  There is no debt in connection with the property.

The industrial building, constructed in 1986, consists of 40,720 rentable square
feet including  6,000 square  feet of  office  area plus  1,300 square  feet  of
mezzanine above the office area and  is located on a  2.66 acre parcel of  land.
The building  was 100%  occupied by  Professional  Care Products,  Inc.  through
January 8th, 1995, on a triple net lease.  This lease required the tenant to pay
insurance, taxes, maintenance, and all other operating costs.

On February 13, 1995, a new  lease was executed with  No Fear, Inc., which  runs
through June 30, 1998.  This is also a triple net lease.

The building is  located in North  San Diego County,  in an  area of  increasing
population and desirability for San Diego area professional and skilled  workers
and significant  employers.   It  is expected  the  building will  benefit  from
projected growth of the North San Diego County area.

The building and  improvements are  depreciated over 31.5  to 40  years using  a
straight-line method for both financial and income tax reporting purposes.   The
financial and income tax basis for the property are the same.  In the opinion of
the General  Partner, the  property  is adequately  insured.   The  property  is
managed by WCRM.

Tenants occupying 10% or more of rental square footage as of December 31, 1996:

No Fear Inc.: 100% of rental square footage; $219,481 rent for the current year;
lease expires on June 30, 1998; Renewal Options: Extend lease for 60  additional
months at lessee's option.


SUMMARY

As  of  December  31,  1996,  the  combined  occupancy  rate  for  all  of   the
Partnership's properties was  100%.  The  properties were fully  leased and  are
generating a level of cash flow  consistent with the market conditions in  which
the properties operate.

The total acquisition cost to the Partnership  of each property and the date  of
acquisition are as follows:

                                       5

<PAGE>

                                         ACQUISITION         ACQUISITION
 DESCRIPTION                               COST                 DATE

YORBA CENTER                            $1,882,283            10/25/88
SAN MARCOS INDUSTRIAL BUILDING 90%)     $2,816,904            01/09/90
SAN MARCOS INDUSTRIAL BUILDING 10%)       $188,001            11/01/96


The  schedule  below  indicates  the  average  occupancy  rate  expressed  as  a
percentage of square feet for the last five years:


YEAR                      YORBA CENTER              SAN MARCOS INDUSTRIAL
                                                    BUILDING

1996                      100%                      100%

1995                      90%                        88%

1994                      90%                       100%

1993                      61%                       100%

1992                      61%                       100%



ITEM 3.   LEGAL PROCEEDINGS

          None.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
          HOLDERS

          None.

                                       6

<PAGE>

                                    PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS

At December 31, 1996, there were 5,096 limited partnership units outstanding and
424 unit holders of record.  The units  sold are not freely transferable and  no
public market for the sold units presently exists or is likely to develop.

Distributions totaling  $231,812, $189,361  and $222,950  were made  to  limited
partners in 1996, 1995, and 1994,  to unit holders of record  at the end of  the
calendar quarters indicated below.  These distributions constituted a return  of
capital of $63,402,   $49,683 and $425, in  1996, 1995, and 1994,  respectively.
The general partner distribution totaled $25,763, $21,092 and $24,773 for  1996,
1995, and 1994.  In addition, $50,960 ($10.00/partnership unit) in distributions
were paid to  unit holders  subsequent to  year-end on  February 3,  1997.   The
distribution amounts for 1996 and 1995 are summarized below:


    RECORD           DATE           PER          UNITS            TOTAL
     DATE            PAID           UNIT      OUTSTANDING         PAID



   12/31/94        02/03/95        $6.25         5,096           $31,850
   3/31/95         05/05/95        8.4088        5,096            42,851
   6/30/95         08/04/95        10.00         5,096            50,960
   9/30/95         11/06/95        12.50         5,096            63,700
   12/31/95        02/06/96        12.50         5,096            63,700
   03/31/96        04/30/96        13.00         5,096            66,248
   06/30/96        08/06/96        10.00         5,096            50,904
   09/30/96        11/05/96        10.00         5,096            50,960


Distributions are made out  of the income  from operations, before  depreciation
and amortization, available as a result of the previous quarter's operations.

                                         7

<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

The selected financial  data should  be  read in conjunction with the  financial
statements and related notes and ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS  OF
FINANCIAL CONDITION  AND  RESULTS  OF OPERATIONS appearing  elsewhere  in  this
report.

<TABLE>
<CAPTION>
                                    1996       1995       1994         1993       1992
<S>                                   <C>       <C>        <C>          <C>        <C>
Operations for the years ended December 31:
Revenues                           424,537     378,489     474,562   $433,422    $434,662
Net Income                         168,410     139,678     222,525    192,315     190,361
Net Income per Limited Partner
Unit*                                27.97       22.94       37.57      32.23       31.83
Distributions per Limited Partner
Unit*                                45.50       37.16       43.75      47.50       40.00

Financial position at December 31:

Total Assets                     4,275,221   4,381,018   4,435,929  4,468,918   4,510,665
Partners' Equity                 4,242,067   4,331,232   4,380,915  4,381,340   4,431,085

</TABLE>
[FN]

*Net income  and  distributions per  limited  partner  unit were  based  on  the
weighted average number of outstanding units.


ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS

RESULTS OF OPERATIONS - 1996 VS. 1995

Operations for  the year  ended December  31, 1996  represented a  full year  of
rental operations for all  properties expect the San  Marcos property which  was
wholly owned for only two months, and 90% owned for the other ten months of  the
year.

The net income for the year ended  December 31, 1996 ($168,410) was higher  than
the year  ended December  31, 1995  ($139,678)  due to  the acquisition  of  the
remaining 10% interest in  the San Marcos property in November 1996, as well  as
the San Marcos property being leased throughout all of 1996 but not leased  from
January 8,   to February 12,  1995.  The  Partnership did not  have any  adverse
events that significantly impacted net income during the year ended December 31,
1996, and  all properties  that  have been  purchased  by the  Partnership  have
operated at levels equal to current  expectations.  All tenants were current  on
their lease obligations.

                                           8


ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS (CONT.)

Rental revenue increased $45,172 (12%) due to  the San Marcos property not being
leased from January 8,  to February 12, 1995.   This was due  to vacancy at  the
property between the time that the Professional Care Products (previous  tenant)
lease terminated and the No Fear (current  tenant) lease began.  In addition  to
the vacancy  at the  property, the  lease rate  that No  Fear entered  into  was
approximately 30% less than the rate that Professional Care Products was  paying
during its tenancy.   Additionally,  the remaining 10%  in San  Marcos that  the
Partnership had not owned was acquired on November 2, 1996 which was responsible
for approximately $3,800 in  additional  rental revenue.

Operating expenses increased $38,524 (49%) as a result of a one-time prior  year
property tax assessment imposed  by the County of  San Bernardino for the  Yorba
Center property.  General and administrative  costs decreased $21,733 (35%)  due
to lower  accounting, taxes,  and general  insurance expense.   Interest  income
increased $876 due to  larger cash reserve balances  maintained during the  year
ended December  31,  1996 as  compared  to the  year  ended December  31,  1995.
Depreciation and amortization expense increased $2,130 (2%) as the result of the
ownership of the remaining 10% in the San Marcos property during 1996.

During the year ended December 31, 1996, the Partnership distributed $231,812 to
the limited partners  and $25,763 to  the general partners,  as compared to  the
year ended December 31,  1995 when the Partnership  distributed $189,361 to  the
limited partners and zero to  the general partners.   Cash basis income for  the
year ended  December  31,  1996  was  $268,616.   This  was  derived  by  adding
depreciation and amortization expense to net  income.  Thus, cash  distributions
this year  were  less  ($11,041) than  cash  basis  net income.    In  contrast,
distributions in 1995 were less ($48,393) than cash basis income.

Overall, the Partnership  generated $268,616  in income  from operations  before
depreciation expense of $100,206.  This  compares favorably to 1995 when  income
from operations  totaled $239,359  before depreciation  of $98,076  and loss  on
government securities  of  $1,605.   Net  income per  limited  partnership  unit
increased from  $22.94  in 1995  to  $27.97 in  1996.   The  number  of  limited
partnership units outstanding in each year was 5,096.

In summary  then, the  operating performance  of  the Partnership  continued  to
improve and all properties were operating profitably.


                                       9

<PAGE>


ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS (CONT.)


RESULTS OF OPERATIONS - 1995 VS. 1994

Operations for the years ended December 31, 1995 and 1994 reflect full years  of
ownership for the Partnership's  properties.  However,  the San Marcos  property
was not leased from January 8 to February 12, 1995.  This was due to vacancy  at
the property  between  the  time  that  the  Professional  Care  Products  lease
terminated and the  No Fear lease  began.    In addition to  the vacancy at  the
property, the lease rate  that No Fear entered  into was approximately 30%  less
than the rate  that Professional Care  Products was paying  during its  tenancy.
Although the  occupancy  rate  at the  Yorba  center  Shopping  Center  remained
relatively steady at 90% as of December 31, 1995 (as compared to 90% at December
31, 1994), the drop in rental rates  at the San Marcos property was  responsible
for a 22% ($100,080) decrease in rental  revenue for 1995, as compared to  1994.
The drop  in  rental  rates was  due  primarily  to a  decrease  in  demand  for
commercial space in the general area.

Primarily due  to the  partial vacancy  at the  San Marcos  property,  operating
expenses increased 9% ($6,646) as the result of less costs that the  Partnership
was able to pass  on to tenants.   However, the  Partnership also experienced  a
22% decrease  in  general  and  administrative  costs  ($17,481)  due  to  lower
insurance costs.  The  Partnership also experienced a  41% ($4,007) increase  in
interest income due to  larger cash reserve balances  maintained during 1995  as
compared to 1994.

Overall, the Partnership  generated $239,359  in income  from operations  before
depreciation expense of  $98,076 and loss  on government  securities of  $1,605.
This compares unfavorably to 1994 when  income from operations totaled  $324,597
before depreciation of $97,933 and loss on government securities of $4,139.  Net
income per limited partnership unit fell from $37.57 in 1994 to $22.94 in  1995.
The number of limited partnership units outstanding in each year was 5,096.

In 1994, the Partnership purposely started reducing the amount of  distributions
to investors  in anticipation  of  lower rental  revenues  from the  San  Marcos
property.  Up until January 1995, it was not clear to the General Partner as  to
what rent, if any,  could be realized on  an ongoing basis  from the San  Marcos
Property.  Distributions to  limited partners fell  from a high  of  $47.50  per
unit in 1993, to  $43.75 in 1994, to  $37.16 in 1995.   With the placement of  a
tenant in the San Marcos Building  (No Fear, Inc.) and  the build-up of a  track
record of rent collections from the tenant, the general partner felt it would be
prudent to make cash distributions to  limited partners so that a large  portion
of  the  large  cash  balance  was  gradually  paid  out  (contingent  upon  the
maintenance of reasonable reserve levels).

                                      10


ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS (CONT.)

The area in which the Yorba Center operates continues to experience a relatively
high level  of economic  vitality,  and the  General  Partner does  not  foresee
significant challenges in keeping  the center occupied  by various small  retail
and service businesses.

The Partnership anticipates continuing to operate properties during 1996 for the
purpose of generating the maximum amount  of cash available for distribution  to
the limited partners,  while maintaining a  reasonable level  of cash  reserves.
There are currently no plans to dispose of either of the two properties.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership began  offering for sale  limited partnership  units on  October
1987.  On February 26, 1988, the Partnership reached its minimum offer level  of
$1,200,000.  The Partnership  sold units throughout the  remainder of the  year,
and had raised  $3,891,000 in gross  proceeds or $3,483,788  net of  syndication
costs and  sales  commissions  as  of  December 31,  1988.    During  1989,  the
Partnership continued to raise  funds through the sale  of Units and had  raised
$5,106,000 in gross proceeds  or $4,594,101 net of  syndication costs and  sales
commissions as of  September 5,  1989, the  day the  Partnership terminated  its
offering of limited partnership units.

During the year ended December 31,  1996, the Partnership made distributions  to
the limited partners totaling $231,812, of which $63,402 constituted a return of
capital.  On February 3, 1997,  the Partnership made distributions of $10.00  to
unit holders of record  at December 31, 1996.   Distributions are determined  by
management based on cash flow and the liquidity position of the Partnership  and
anticipated occupancy of the properties.   It is the intention of management  to
make quarterly  distributions  of cash,  subject  to maintenance  of  reasonable
reserves.

Management uses cash as its primary  measure of a partnership's liquidity.   The
amount of cash that represents adequate  liquidity for  a  real  estate  limited
partnership depends on several factors.  Among them are:

     1.   Relative risk of the partnership;
     2.   Condition of the partnership's properties;
     3.   Stage  in   the  partnership's   life  cycle   (e.g.,  money -raising,
          acquisition, operating or disposition phase); and
     4.   Distributions to partners.


                                          11

<PAGE>


ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS (CONT.)


The Partnership has adequate  liquidity based upon the  above four points.   The
first point  refers to  the approximately  1%  property reserve  requirement  of
capital funds raised  that the Partnership  currently has;  this relatively  low
reserve level  is  appropriate since  all  Partnership properties  are  acquired
without the  use  of debt  financing.   This  is  a minimum  guideline  that  is
disclosed in the Partnership's prospectus; the Partnership had more than  enough
funds to meet this requirement as of December 31, 1996.  Related to the property
reserve requirement  is the  second point,  the condition  of the  Partnership's
properties.  Since the properties are in good condition, no unusual  maintenance
and repair expenditures  are anticipated.   The third point  is relevant to  the
Partnership because after the January 1990  purchase of the San Marcos property,
the Partnership had completed its acquisition  phase, and entered the  operating
phase.   The  fourth point  relates  to  partner distributions.  The Partnership
makes distributions from operations quarterly.   Such distributions are  subject
to payment  of  Partnership  expenses  and  reasonable  reserves  for  expenses,
maintenance, and replacements.

During the year ended December 31, 1996 the Partnership paid the General Partner
a partnership management fee of $25,763 and distributed $231,812 to the  limited
partners, of which $63,402 constituted a  return of capital.  In February  1997,
the Partnership paid the General Partner a partnership management fee of  $5,662
and distributed $50,960 to  the limited partners.   Partnership management  fees
were calculated and paid in accordance with the Partnership Agreement.

Distributions were lowered slightly beginning with the August 1996  distribution
in order to allow the Partnership to  fund the acquisition of the remaining  10%
interest in the San Marcos property.

The Tax Reform Acts of 1986 and 1987 and the Revenue Reconciliation Acts of 1990
and 1993 did not have a material impact on the Partnership's operations.

The effects of the slowdown in  the economy, inflation and changing prices  have
not had  a  material  impact  on the  Partnership's  revenues  and  income  from
operations.   During  the years  of  the Partnership's  existence,  inflationary
pressures in the U.S.  economy have been minimal,  and this has been  consistent
with the  experience of  the  Partnership in  operating  rental real  estate  in
California.   The  Partnership  has  several clauses  in  the  leases  with  its
properties' tenants that  would help alleviate  much of the  negative impact  of
inflation.


                                       12

<PAGE>


ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS (CONT.)

CASH FLOWS 1996 VS. 1995

Cash resources decreased $189,521 during 1996  compared to $175,924 increase  in
1995.   This  was  the result  of  normal  amounts of  financing  and  operating
activities took place during the year  and the extraordinary investing  activity
involving the acquisition of the 10% interest  in San Marcos.  Cash provided  by
operating activities increased  by $256,054 with  the largest contributor  being
$268,616 in cash basis  income.  In  contrast, 1995 saw  $375,284 in cash  being
provided by  operating activities  due  to $237,754  in  cash basis  income  and
$163,272 being received  from the  sale government  securities (such  securities
were purchased in 1993 primarily).  During 1996, $257,575 was distributed to the
limited and general  partners and this  is noted as  a large use  of cash  under
financing  activities.    This  continues  the  Partnership's  trend  of  paying
virtually all the cash  basis income out  to partners in  the form of  quarterly
distributions.    In contrast,  1995's cash  used for  financing activities  was
$189,361 due to distributions to the limited and general partners.  The sole use
of  cash  in  investing  activities  in  1996  was  $188,001  expended  for  the
acquisition of the remaining 10% in  San Marcos property during  the year.    In
contrast, $9,999 were used to pay for additional tenant improvements in the  San
Marcos property in 1995.

CASH FLOWS 1995 VS. 1994

During 1995,  $375,284 in  cash  was provided  by  operating activities.    This
resulted from a net  cash basis income of  $237,754 from operations (net  income
plus  depreciation  expense)  plus  $163,272  in  gross  proceeds  received   in
connection with the sale  of government securities and  $5,991 resulting from  a
decrease   in    accounts    receivable  (primarily from the collection of rents
receivable).  These amounts  were offset by a  $26,505 increase in other  assets
(primarily due to a prepaid leasing  fee paid in connection with the  re-leasing
of the  San  Marcos  property),  and a  $4,408  decrease  in  security  deposits
(primarily due to a decrease in the amount of security deposit required from the
new tenant at San Marcos). Cash  used in investing activities totaled $9,999  in
connection with tenant improvements  on the San Marcos  property.  Cash used  in
financing activities totaled  $189,361 due to  the distribution  to the  limited
partners during the year.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards  No. 125, "Accounting for  Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS  No.
125) issued by the Financial Accounting Standards Board (FASB) is effective  for
transfers and servicing of financial  assets and extinguishments of  liabilities
occurring after December 31, 1996, and is to be applied prospectively.   Earlier
or retroactive  application  is  not  permitted.    The  new  standard  provides
accounting and  reporting standards  for transfers  and servicing  of  financial
assets and extinguishments of liabilities.  The Company does not expect adoption
to have a material effect on its financial position or results of operations.

                                     13

<PAGE>



ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                                                                      PAGE

     Report of Independent Certified Public Accountants               15

     Balance Sheets - December 31, 1996 and 1995                      16

     Statements of Income for the years ended
          December 31, 1996, 1995 and 1994                            17

     Statements of Partners' Equity for the years ended
          December 31, 1996, 1995 and 1994                            18

     Statements of Cash Flows for the years ended
          December 31, 1996, 1995 and 1994                            19

     Summary of Accounting Policies                                   20-21

     Notes to Financial Statements                                    22-25

     Financial Statement Schedule
            Schedule III Real Estate and Accumulated Depreciation     31


                                       14

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Associated Planners Realty Income Fund
(a California limited partnership)
Los Angeles, California

We have audited the  accompanying balance sheets  of Associated Planners  Realty
Income Fund (a California limited partnership) as of December 31, 1996 and  1995
and the related statements of income, partners' equity, and cash flows for each
of the three years in the period ended December 31, 1996.  We have also  audited
the schedule listed in the accompanying  index.  These financial statements and
schedule  are  the  responsibility  of  the  Partnership's   management.    Our
responsibility is  to  express an  opinion  on these  financial  statements and
schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about  whether the  financial statements  and schedule  are
free of material misstatement.   An audit includes  examining, on a test  basis,
evidence supporting the amounts and disclosures in the financial statements  and
schedule.  An audit also includes  assessing the accounting principles used and
significant estimates  made by  management, as  well as  evaluating the  overall
financial statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the  financial statements referred to  above present fairly,  in
all material  respects, the  financial position  of Associated  Planners  Realty
Income Fund (a California limited partnership), at December 31, 1996 and  1995,
and the results of its operations and its cash flows for each of the three years
in the period  ended December  31, 1996  in conformity  with generally accepted
accounting principles.

Also, in our opinion,  the schedule presents fairly,  in all material  respects,
the information set forth therein.



                                 BDO SEIDMAN,LLP
Los Angeles, California
February 15, 1997

                                      15

<PAGE>
<TABLE>

                    ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                                 BALANCE SHEETS

<CAPTION>

December 31,                                        1996                1995
<S>                                                  <C>                  <C>
ASSETS
Rental real estate, less accumulated
   depreciation (Note 2)                        $4,160,642          $4,072,847
Cash and cash equivalents                           72,207             261,728
Other assets                                        42,372              46,443

Total assets                                    $4,275,221          $4,381,018


LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
   Accounts payable:
      Trade                                    $       ---              $1,016
      Related party (Note 4)                         4,578              22,480
   Security deposits                                28,576              26,290

Total liabilities                                   33,154              49,786

PARTNERS' EQUITY (Notes 5 and 6)
Limited partners:
  $1,000 stated value per unit -  authorized
  12,000 units; issued and outstanding 5,096     4,205,288           4,124,520
General partners                                    36,779             206,712

Total partners' equity                           4,242,067           4,331,232

Total liabilities and partners' equity          $4,275,221          $4,381,018

</TABLE>
[FN]
     SEE ACCOMPANYING  SUMMARY OF  ACCOUNTING POLICIES AND  NOTES T O FINANCIAL
                                        STATEMENTS

                                          16

<PAGE>
<TABLE>
                   ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                              STATEMENTS OF INCOME

<CAPTION>

Years ended December 31,                    1996         1995           1994
<S>                                          <C>          <C>           <C>
REVENUES
   Rental (Notes 2 and 3)               $409,995       $364,823       $464,903
   Interest                               14,542         13,666          9,659

                                         424,537        378,489        474,562
COSTS AND EXPENSES
   Operating                             116,268         77,744         71,098
   General and administrative             39,653         61,386         78,867
   Depreciation and amortization         100,206         98,076         97,933
   Loss on government securities             ---          1,605          4,139

                                         256,127        238,811        252,037

NET INCOME                              $168,410       $139,678       $222,525

NET INCOME PER LIMITED
PARTNERSHIP                               $27.97         $22.94         $37.57
UNIT (Note 5)
</TABLE>
[FN]
       SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO FINANCIAL
                                   STATEMENTS

                                         17

<PAGE>
<TABLE>

                     ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                         STATEMENTS OF PARTNERS EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>

                                    Limited Partners                   General
                              Total        Units         Amount        Partner
<S>                             <C>           <C>          <C>            <C>
BALANCE, January 1, 1994    $4,381,340       5,096     $4,228,487     $152,853

Net income for the year        222,525         ---        191,459       31,066

Distribution to limited      (222,950)         ---      (222,950)          ---
partners

BALANCE, December 31, 1994   4,380,915       5,096      4,196,996      183,919

Net income for the year        139,678         ---        116,885       22,793

Distribution to limited      (189,361)         ---      (189,361)          ---
partners

BALANCE, December 31, 1995   4,331,232       5,096      4,124,520      206,712

Net income for the year        168,410         ---        142,550       25,860

Distribution to limited      (231,812)         ---      (231,812)          ---
partners

Distribution to general       (25,763)         ---            ---     (25,763)
partners

Reallocation of balances prior
to January 1, 1996 (Note 6)      ---           ---        170,030    (170,030)

BALANCE, December 31,       $4,242,067       5,096     $4,205,288      $36,779
1996

</TABLE>
[FN]
See  accompanying  summary  of  accounting  policies  and  notes  to   financial
statements.

                                         18

<PAGE>
<TABLE>

                     ASSOCIATED PLANNERS REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS

<CAPTION>

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Years ended December 31,                     1996        1995          1994
<S>                                          <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                               $168,410    $139,678       $222,525
Adjustments to reconcile  net income
to net cash provided by operating activities:       
     Depreciation and amortization        100,206      98,076         97,933
Increase  (decrease)  from changes in:
     Government securities                    ---     163,272          7,246
     Accounts receivable                      ---       5,991        (1,082)
     Other assets                           4,071    (26,505)          5,621
     Accounts payable                    (18,918)       (820)       (31,938)
     Security deposits                      2,286     (4,408)          (693)

Net  cash   provided   by  operating      256,055     375,284        299,612
activities

CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to rental real estate       (188,001)     (9,999)       (31,136)

Net cash (used in) investing            (188,001)     (9,999)       (31,136)
activities

CASH FLOWS FROM FINANCING ACTIVITIES
 Distributions to limited partners      (231,812)   (189,361)      (222,950)
 Distributions to general partners       (25,763)         ---            ---

Net cash (used in) financing            (257,575)   (189,361)      (222,950)
activities

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                        (189,521)     175,924         45,526

CASH AND CASH EQUIVALENTS, beginning      261,728      85,804         40,278
of year

CASH AND CASH  EQUIVALENTS,  end  of      $72,207    $261,728        $85,804
year

</TABLE>
[FN]

     See accompanying summary of accounting policies and notes to financial
                                  statements.

                                      19

<PAGE>

                    ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                         SUMMARY OF ACCOUNTING POLICIES

BUSINESS        Associated Planners Realty Income Fund (the "Partnership"), a
                California limited partnership, was formed on December 23, 1986
                under the Revised Limited Partnership Act of the State of
                California for the purpose of developing or acquiring, managing
                and operating unleveraged income producing real estate.  The
                Partnership met its minimum funding of $1,200,000 on February 
                26, 1988 and terminated its offering on September 5, 1989.  The
                Partnership was formed to acquire income-producing real estate
                throughout the United States with emphasis on properties located
                in California and southwestern states.  The Partnership 
                purchases such properties on an all cash basis and intends to 
                own and operate such properties for investment over an 
                anticipated holding period of approximately five to ten years.

BASIS OF        The financial statements do not give effect  to any assets that
PRESENTATION    the   partners  may  have  outside  of their  interest  in  the
                partnership, nor to any personal  obligations, including income
                taxes, of the partners.

RENTAL REAL     Assets are stated at cost.  Depreciation  is computed using the
ESTATE AND      straight-line method over  estimated useful lives  ranging from
DEPRECIATION    31.5 to  40  years  for  financial  and  income  tax  reporting
                purposes.

                In the  event that  facts and  circumstances indicate  that the
                cost  of   an  asset   may  be   impaired,  an   evaluation  of
                recoverability  would  be  performed.    If  an  evaluation  is
                required,  the   estimated  future   undiscounted  cash   flows
                associated with  the asset  would be  compared to  the carrying
                amount  to  determine  if  a  write-down  to  market  value  is
                required.

LEASE           Lease commissions  which are  paid to  real estate  brokers for
COMMISSIONS     locating tenants are capitalized and amortized over the life of
                the lease.

RENTAL          Rental revenue is recognized when the amount is due and payable
REVENUE         under the terms of a lease agreement.

INVESTMENTS     The difference  between historical  cost and  market value  are
                reported as  unrealized gains  or losses  in  the statement  of
                income.

                For  the  purposes  of  the  statements   of  cash  flows,  the
STATEMENTS      Partnership considers cash  in the bank  and all  highly liquid
OF              investments purchased with original  maturities of three months
CASH FLOWS      or less, to be cash and cash equivalents.


USE OF          The preparation  of  financial  statements in  conformity  with
ESTIMATES       generally accepted accounting principles requires management to
                make estimates and assumptions that affect the reported amounts
                of assets and liabilities  and disclosure of  contingent assets
                and liabilities at the date of the financial statements and the
                reported amounts of revenues and expenses  during the reporting
                period.  Actual results could differ from those estimates.

                                        20

<PAGE>


                    ASSOCIATED PLANNERS  REALTY INCOME FUND
                      ( A CALIFORNIA LIMITED PARTNERSHIP)
                         SUMMARY OF ACCOUNTING POLICIES


NEW ACCOUNTING Statement  of   Financial   Accounting   Standards   No.   125,
PRONOUNCEMENTS "Accounting for Transfers and Servicing of Financial Assets and
               Extinguishments of Liabilities"  (SFAS No.  125) issued  by the
               Financial Accounting  Standards Board  (FASB) is  effective for
               transfers and servicing of financial assets and extinguishments
               of liabilities occurring after December 31, 1996,  and is to be
               applied prospectively.   Earlier or retroactive  application is
               not permitted.    The  new  standard  provides  accounting  and
               reporting standards  for transfers  and servicing  of financial
               assets and extinguishments  of liabilities.   The  Company does
               not expect adoption to have a material  effect on its financial
               position or results of operations.

                                        21

<PAGE>

                    ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS


1. NATURE OF         The Partnership began accepting subscriptions in  October
   PARTNERSHIP       1987 and closed the offering on  September 5, 1989.   The
                     Partnership began operations in March 1988.

                     Under the terms of the partnership agreement, the General
                     Partners (West Coast Realty Advisors, Inc., and W. Thomas
                     Maudlin, Jr.) are entitled to cash distributions from 10%
                     to 15%.  The  General Partners are  also entitled to  net
                     income (loss) allocations varying from  1% to 15% and  1%
                     of depreciation and amortization  in accordance with  the
                     partnership agreement.

2. RENTAL REAL
   ESTATE            The Partnership owns the following two rental real estate
                     properties:
                                                                 Acquisition
                     Location (Property Name)    Date Purchased     Cost

                     Chino, California
                      (Yorba Center)               October 25, 1988 $1,881,147
                     San Marcos, California (90%)  January 9, 1990   2,816,904
                     San Marcos, California (10%)  November 1, 1996    188,001

                     The major categories of rental real estate are:

                     December 31,                         1996        1995

                     Land                             $1,332,861   $1,282,861
                     Buildings and improvements        3,554,327    3,416,326

                                                       4,887,188    4,699,187
                     Less accumulated depreciation       726,546      626,340

                     Rental real estate, net          $4,160,642   $4,072,847


                                       22

<PAGE>


                    ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS

2. RENTAL REAL       A significant portion of the Partnership's rental revenue
   ESTATE            was  earned   from   tenants   whose   individual   rents
   (CONTINUED)       represented  more  than  10%  of  total  rental  revenue.
                     Specifically:

                        One tenant accounted for 48% in 1996;
                        Two tenants accounted for 12% and 52% in 1995;
                        Two tenants accounted for 10% and 62% in 1994.

                     On November 1,  1996, Associated  Planners Realty  Income
                     Fund ("Income Fund") purchased the remaining  real estate
                     asset  from  Associated   Planners  Realty  Growth   Fund
                     ("Growth Fund").    This  asset consisted  of  the  10  %
                     interest that Income  Fund had  not already  owned in  an
                     office building located in San Marcos, California.

                     Income Fund paid $185,968 on November 2, 1996 for the 10%
                     interest  in  the  San  Marcos  property.    This  amount
                     consisted of  $188,000  for  the  property  itself,  less
                     $2,032 for the share of a cash security deposit  from the
                     current tenant that  Growth Fund retained.   There is  no
                     debt in connection with the property.

3. FUTURE
   MINIMUM           As of  December 31,  1996, future  minimum rental  income
   RENTAL INCOME     under existing leases,  excluding month  to month  rental
                     agreements, that  have remaining  noncancelable terms  in
                     excess of one year are as follows:

                     Years ending
                     December 31,                            Amount

                       1997                                  326,847
                       1998                                  162,507
                       1999                                   37,078
                       2000                                   36,000
                       2001                                   36,000
                    Thereafter                                15,000

                       Total                                 $613,432

                     Future minimum  rental  income  does  not  include  lease
                     renewals or new  leases that may  result after a  noncan-
                     celable-lease expires.


                                       23

<PAGE>

                    ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS

4. Related Party
   Transactions      (a)  In  accordance  with   the  partnership   agreement,
                     compensation earned  by  or services  reimbursed  to  the
                     General Partner consisted of the following:

                     Year ended December 31,   1996      1995       1994

              Partnership management fees    $ 25,860    $21,092   $ 24,773
                     Administrative services:
                        Data processing         4,805      4,709      4,877
                        Postage                 2,387      2,582      2,247
                        Investor processing     1,999      1,884      1,951
                        Duplication               898        942        975
                        Investor Communications 1,405      1,413      1,463
                        Miscellaneous             506        471        487

                                              $37,860    $33,093    $36,773
  
                     (b) On  November  1,  1996,  Associated  Planners  Realty
                     Income Fund ("Income Fund") purchased the  remaining real
                     estate asset from Associated Planners Realty  Growth Fund
                     ("Growth Fund").    This  asset consisted  of  the  10  %
                     interest that Income  Fund had  not already  owned in  an
                     office building located in San Marcos, California.

                     (c)  Property management fees incurred in accordance with
                     the  partner ship  agreement   with  West   Coast  Realty
                     Management, Inc., an affiliate  of the corporate  General
                     Partner, totaled $20,054, $17,568  and $24,760 for  1996,
                     1995 and 1994.   Related party  accounts payable to  West
                     Coast Realty Management,  Inc. at December  31, 1996  and
                     1995 were  $5,578  and  $4,973.  Related  party  accounts
                     receivable from  West  Coast  Realty  Advisors,  Inc.  at
                     December 31, 1996 was $1,000.

                                       24

<PAGE>

                    ASSOCIATED PLANNERS  REALTY INCOME FUND
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS
5. NET INCOME
   AND CASH          The Net Income per Limited Partnership Unit  was computed
   DISTRIBUTIONS     in accordance with the partnership agreement on the basis
   PER LIMITED       of the  weighted average  number of  outstanding  Limited
   PARTNERSHIP       Partnership Units of 5,096 for 1996, 1995 and 1994.
   UNIT
                     The  Limited  Partner  cash  distributions,  computed  in
                     accordance  with  the  Partnership  Agreement,  were   as
                     follows:
                                   Outstanding     Amount        Total
                Record Date           Units         Per Unit  Distribution

               September 30, 1996      5,096        $10.00       $ 50,960
               June 30, 1996           5,096         10.00         50,904
               March 31, 1996          5,096         13.00         66,248
               December 31, 1995       5,096         12.50         63,700
                     Total                                       $231,812

               September 30, 1995      5,096        $12.50        $63,700
               June 30, 1995           5,096         10.0000       50,960
               March 31, 1995          5,096          8.4088       42,851
               December 31, 1994       5,096          6.2500       31,850
                     Total                                       $189,361

               September 30, 1994      5,096         $6.2500      $31,850
               June 30, 1994           5,096         12.50         63,700
               March 31, 1994          5,096         12.5000       63,700
               December 31, 1993       5,096         12.5000       63,700
                     Total                                       $222,950

                     Distributions are paid  in the  fiscal quarter  following
                     the record date.

6 REALLOCATION OF    Per  the  provisions  of  Section  11.1  (V)(ii)  of  the
PARTNER BALANCES     Partnership Agreement,  the  General  Partner  determined
                     that action  was  necessary  to  "cure  the  ambiguities"
                     within  the  Agreement.    The  ambiguity   involved  the
                     treatment of the partnership  management fee, being  paid
                     to the General Partner, as an expense of the Partnership,
                     as opposed to a general partner withdrawal of capital. It
                     was determined that the partnership management  fee shall
                     be treated as a withdrawal of capital in 1996  and beyond
                     with  a   retroactive   reallocation   of   capital   for
                     partnership management fees paid prior to 1996.  In order
                     to properly  reflect  this reallocation,  a  transfer  of
                     $170,030 was  made  from the  General  Partner's  capital
                     account to the  Limited Partners  capital account  during
                     the quarter ended March 31, 1996.


                                       25

<PAGE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

          None.

                                      26

<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Partnership is managed by the General Partners and the Limited Partners
have no right to participate in the management of the Partnership or its
business.

     Resumes of the General Partners' principal officers and directors and a
description of the General Partners are set forth in the following paragraphs.
See description below.

WEST COAST REALTY ADVISORS, INC.

     West Coast Realty Advisors, Inc. ("WCRA") is a California corporation
formed on May 10, 1983 for the purpose of structuring real estate programs and
to act as general partner of such programs.  It is a subsidiary of Associated
Financial Group, Inc.

     PHILIP N. GAINSBOROUGH (Born 1938) is Chairman and a Director of West Coast
Realty Advisors, Inc.  He is also currently the President of Associated
Financial Group, Inc., Associated Securities Corp., Associated Planners
Insurance Services, Inc., and  Associated Planners Investment
Advisory, Inc.  In addition, from January 1981 to the present, he has served as
President of Gainsborough Financial Consultants, Inc., a financial planning firm
located in Los Angeles, California.  From January 1981 to December 1982, Mr.
Gainsborough served as a Registered Principal of Private Ledger Financial
Services, Inc.  From January 1977 to December 1980, he was employed by
E.F.Hutton & Co. as a Registered Representative.

     W. THOMAS MAUDLIN JR. (Born 1936) is a Director and President of West Coast
Realty Advisors, Inc. ("WCRA").  He is also co-General Partner (with WCRA) of
the Partnership.  Mr. Maudlin has been active in the real estate area for over
30 years, serving as co-developer of  high-rise office buildings and
condominiums.  He has structured transactions for syndicators in apartment
housing, including sale leasebacks, all-inclusive trust deeds, buying and
restructuring transactions to suit a particular buyer, and as a buyer acting as
a principal.  Mr. Maudlin was co-developer of the Gateway Los Angeles office
building, a 165,000 square foot,  fourteen-story office building located in West
Los Angeles.  Form 1980 to 1985, in partnership with the Muller Company, he
developed eleven acres in San Bernardino which included a 42,000 square-foot
office building, a six-plex movie theater and two restaurants.  From 1980 to
1985, Mr. Maudlin was involved in building in San Bernardino, California, a 134-
unit condominium development, a shopping center, and a restaurant in Ventura.
He is a graduate of the University of Southern California.

                                       27

<PAGE>


     NEAL NAKAGIRI  (Born 1954 ) serves  as  Executive Vice  President,  General
Counsel, Chief Operating  Officer and Secretary  of Associated Financial  Group,
Inc.  He is Vice President for two subsidiaries, Associated Securities Corp. and
Associated Planners Investment Advisory, Inc.  He joined the "Associated"  group
of companies in March 1985.   He was Vice  President of Compliance with  Morgan,
Olmstead, Kennedy & Gardner from 1984 to 1985.  He was First Vice President  and
Director of Compliance with Jefferies and Co., Inc.  from 1981 to 1984.  He  was
Vice President and Director of Compliance at W & D Securities, Inc. from 1980 to
1983.   He was  an  Investigator with  the  National Association  of  Securities
Dealers, Inc. from 1976 to 1980.   He has a B.A.  degree in Economics from  UCLA
(1976) and a J.D. from Loyola Law School of Los Angeles (1991).  He is a  member
of the California Bar  and the Compliance and  Legal Division of the  Securities
Industry Association.

     MICHAEL G. CLARK  (Born 1956) is Senior Vice  President/Treasurer of  West
Coast Realty Advisors,  Inc., Associated Financial  Group, Inc., and  Associated
Securities Corp.  Prior  to joining AFG in  1986, he served  as Controller   for
Quest Resources,  a Los  Angeles-based syndicator  and operator  of  alternative
energy projects, from October 1984 to  March 1986, and Assistant Controller  for
Valley Cable T.V.,  from March 1982  through September 1984.   In addition,  Mr.
Clark served as an auditor for Arthur Young & Co. in Los Angeles, from July 1978
to March 1982.  He is a graduate of the University of California, Santa  Barbara
(BA) and California State University, Northridge (MS).

ITEM 11.  EXECUTIVE COMPENSATION

     During its last calendar  year, the Registrant paid  no direct or  indirect
compensation to  directors or officers.

     The Registrant has  no annuity, pension  or retirement  plans, or  existing
plan or arrangement pursuant to which  compensatory payments are proposed to  be
made in the future to directors or officers.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The Registrant is a limited partnership  and has no officers or  directors.
The Registrant has no outstanding securities possessing general voting rights.

                                     28

<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Registrant was organized in December 1986 as a California Limited
Partnership.  Its General Partners (collectively referred to herein as the
"General Partner") are West Coast Realty Advisors, Inc. and W. Thomas Maudlin
Jr., an individual.  The Registrant has no executive officers or directors.
Philip N. Gainsborough, an officer of the General Partner, made an original
limited partnership contribution to the Partnership in March 1987, which was
subsequently paid back to him in March   1988 when the Partnership met its
minimum  funding requirement.  The General Partner and its affiliates are
entitled to compensation from the Partnership for the following services:

     1.   For Partnership management services rendered to the Partnership, the
General Partner is entitled to receive up to 10% of all distributions of cash
from operations.  For the year ended December 31, 1996, the amount paid the
General Partner was $25,763.  In addition, the General Partner is entitled to
reimbursement for certain public offering expenses, the cost of certain
personnel employed in the organization of the Partnership, and certain
administrative services performed by the General Partner.  For the year ended
December 31, 1996, the Partnership reimbursed $12,000 to the General Partner for
these expenditures.

     2.   For property management services, the General Partner engaged West
Coast Realty Management, Inc. ("WCRM") an affiliate of the General Partner.  For
the year ended December 31, 1996, the Partnership incurred property management
fees of $20,054 with WCRM.

     3.   The General Partner received a 10% allocation of net income before
depreciation and amortization and 1% of depreciation and amortization.  For the
year ended December 31, 1996 this resulted in a $26,862 allocation of net income
before depreciation and amortization and a $1,002 allocation of depreciation and
amortization, or a net income allocation of $25,860.

     4.   On December 31, 1996 the Partnership was indebted to WCRM for $5,578,
which was paid subsequent to year-end.


                                       29

<PAGE>


                                    PART IV
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
     N FORM 8-K

(a)  1.   FINANCIAL STATEMENTS
          The following financial statements of Associated Planners Realty
Income Fund, a California Limited Partnership, are included in PART
II, ITEM 8:

                                                                     PAGE

   Report of Independent Certified Public Accountants.........         15

   Balance Sheets -- December 31, 1996 and 1995...............         16

   Statements of Income for the years ended
          December 31, 1996, 1995, and 1994......................      17

   Statements of Partners' Equity for the years ended
          December 31, 1996, 1995, and 1994......................      18

   Statements of Cash Flows for the years ended
          December 31, 1996, 1995 and 1994........................     19

   Summary of Accounting Policies.................................  20-21

   Notes to Financial Statements.................................   22-25

     2.   FINANCIAL STATEMENT SCHEDULES

   Schedule III  --Real Estate and Accumulated Depreciation......   31

          All other schedules have been omitted because they are either not
required, not applicable or the information has been otherwise supplied.

(b)  REPORTS ON FORM 8-K

     NONE

(c)  EXHIBITS

     NONE

                                     30

<PAGE>
<TABLE>

SCHEDULE III -  REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996

INFORMATION REQUIRED BY RULE 12-28 IS AS FOLLOWS

<CAPTION>
                                    Cost                Gross Amount at                                      Life (Years)
                                                            which                                               on which
              Initial Cost       Capitalized        Carried at Close of
                                                           Period
                        Building  Subsequent to        Building                                              Depreciation is
                           &      Acquisition            &                                Year                 Computed
                        Improve-  Improve-            Improve-     Total   Accumulated Construction  Date    Building &
Description    Land       ments     ments    Land       ments       Cost  Depreciation  Completed   Acquired Improvements
<S>             <C>        <C>       <C>      <C>       <C>        <C>       <C>           <C>         <C>         <C>
Yorba Center
Chino,        555,344  1,295,803   31,136   555,344   1,326,939  1,882,283  307,845       1987        10-88     31.5-40
California


San Marcos
Industrial
Building
San Marcos,
California    727,517  2,079,388  198,000   777,517   2,227,388  3,004,905  418,701       1986        1-90      31.5-40


TOTAL       1,282,861  3,375,191  229,136 1,332,861   3,554,327  4,887,188  726,546

</TABLE>

<TABLE>

There were no mortgage notes payable on the properties at December 31, 1996.

<CAPTION>

A reconciliation of accumulated depreciation is as follows:  A reconciliation of the total cost is as follows:
<S>                                          <C>            <S>                               <C>
Balance at January 1, 1994                 $430,331       Balance at January 1, 1994         $4,658,052
1994 Depreciation                            97,933       1994 Additions                         31,136
Balance at December 31, 1994                528,264       Balance at December 31, 1994        4,689,188
1995 Depreciation                            98,076       1995 Additions                          9,999
Balance at December 31, 1995                626,340       Balance at December 31, 1995        4,699,187
1996 Depreciation                           100,206       1996 Additions                        188,001
Balance at December 31, 1996               $726,546       Balance at December 31, 1996       $4,887,188           

</TABLE>
                                               31

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the 13 or 15(d) 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.


                     ASSOCIATED PLANNERS REALTY INCOME FUND
                        A California Limited Partnership
                                  (Registrant)


                                       W. THOMAS MAUDLIN JR.
                                        (A General Partner)


                              By:  WEST COAST REALTY ADVISORS, INC.
                                        (A General Partner)


                                      NEAL  E. NAKAGIRI
                      (Director and Executive Vice President/General Counsel)


                                      MICHAEL G. CLARK
                                (Vice President/Treasurer)


Date:   March 19, 1997

                                       32


<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000808420
<NAME> ASSOCIATED PLANNERS REALTY INCOME FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          72,207
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               112,143
<PP&E>                                       4,887,188
<DEPRECIATION>                               (726,546)
<TOTAL-ASSETS>                               4,275,221
<CURRENT-LIABILITIES>                           33,154
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,242,067
<TOTAL-LIABILITY-AND-EQUITY>                 4,275,221
<SALES>                                        409,995
<TOTAL-REVENUES>                               424,537
<CGS>                                          256,127
<TOTAL-COSTS>                                  256,127
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                168,410
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   168,410
<EPS-PRIMARY>                                    27.97
<EPS-DILUTED>                                    27.97
        

</TABLE>


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