NATIONAL REALTY L P, 10-K405, 1995-03-30

NATIONAL REALTY L P
10-K405, 1995-03-30
REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS

Previous: MULTI COLOR CORP, 10-Q/A, 1995-03-30

Next: EV MARATHON GOLD & NATURAL RESOURCES FUND, 497, 1995-03-30

<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1994

Commission File Number 1-9648

NATIONAL REALTY, L.P.
-------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware 75-2163175
------------------------------- --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

10670 North Central Expressway, Suite 300, Dallas, Texas 75231
-------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)

(214) 692-4700
------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Name of each exchange on
Title of each class which registered
------------------------------ ------------------------
<S> <C>
Units of Limited Partner Interest American Stock Exchange
</TABLE>

Securities Registered Pursuant to Section 12(g) of the Act:
Redeemable Unit Purchase Warrants

Indicate by check mark 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 at least 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 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. [X]

As of March 17, 1995, the Registrant had 2,139,395 units of limited partner
interest outstanding. Of the total units outstanding 1,014,891 were held by
other than those who may be deemed to be affiliates, for an aggregate value of
$31,461,621 based on the last trade as reported on the American Stock Exchange
on March 17, 1995. The basis of this calculation does not constitute a
determination by the Registrant that all of such persons or entities are
affiliates of the Registrant as defined in Rule 405 of the Securities Act of
1933, as amended.

Documents Incorporated by Reference:
NONE

1
<PAGE> 2
INDEX TO
ANNUAL REPORT ON FORM 10-K

<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I
------

Item 1. Business ............................................................................................... 3

Item 2. Properties ............................................................................................. 10

Item 3. Legal Proceedings ..................................................................................... 20

Item 4. Submission of Matters to a Vote of Security Holders ................................................... 23

PART II
-------

Item 5. Market for Registrant's Units of Limited Partner Interest and Related Security Holder Matters ......... 24

Item 6. Selected Financial Data ............................................................................... 26

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ................. 27

Item 8. Financial Statements and Supplementary Data ........................................................... 37

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ................... 75

PART III
--------

Item 10. General Partner of the Registrant and Executive Officers of the Registrant's General Partner ........... 75

Item 11. Executive Compensation ................................................................................. 83

Item 12. Security Ownership of Certain Beneficial Owners and Management ......................................... 86

Item 13. Certain Relationships and Related Transactions ......................................................... 86

PART IV
-------

Item 14. Exhibits, Consolidated Financial Statements, Schedules and Reports on Form 8-K ......................... 90

Signature Page ..................................................................................................... 93
</TABLE>

2
<PAGE> 3
PART I

ITEM 1. BUSINESS

General

National Realty, L.P. ("National Realty" or the "Registrant") is a Delaware
limited partnership formed on January 29, 1987, the business of which is
primarily owning and operating through National Operating, L.P., also a
Delaware limited partnership (the "Operating Partnership" or "NOLP"), a
portfolio of real estate more fully described in ITEM 2. "PROPERTIES." Most
of National Realty's properties were acquired in exchange transactions
consummated on September 18, 1987, pursuant to which National Realty acquired
all of the assets, and assumed all of the liabilities, of 35 public and private
limited partnerships.

The Operating Partnership was formed on February 27, 1987, to facilitate
compliance with recording and filing requirements by holding title to and
operating certain of the real estate and personal property then owned or
thereafter acquired by National Realty. National Realty and the Operating
Partnership operate as an economic unit and, unless the context otherwise
requires, all references herein to the "Partnership" shall constitute
references to National Realty and the Operating Partnership as a unit.
National Realty is the sole limited partner of the Operating Partnership and
owns a 99% beneficial interest in the Operating Partnership.

Unless earlier dissolved, in accordance with the provisions of National
Realty's First Amended and Restated Agreement of Limited Partnership, dated as
of January 29, 1987, as amended by the Certificate of Amendment of Limited
Partnership Agreement dated as of May 14, 1990 (together, the "Partnership
Agreement"), the Partnership will terminate December 31, 2086.

The general partner, and owner of 1% of the beneficial interest in each of
National Realty and the Operating Partnership, is Syntek Asset Management, L.P.
(the "General Partner" or "SAMLP"), a Delaware limited partnership. Gene E.
Phillips is a general partner of SAMLP. Syntek Asset Management, Inc.
("SAMI"), a company of which Mr. Phillips serves as a director, Chairman of the
Board and Chief Executive Officer, is the Managing General Partner of SAMLP.
Basic Capital Management, Inc. ("BCM") is the sole shareholder of SAMI. The
limited partners of SAMLP are Mr. Phillips, William S. Friedman, a general
partner of SAMLP until March 4, 1994, Southmark Corporation ("Southmark") and
American Realty Trust, Inc. ("ART"), a real estate investment company. Messrs.
Phillips and Friedman served as directors and executive officers of ART until
November 16, 1992, and December 31, 1992, respectively. As of March 17, 1995,
the Partnership owned 48,933 shares of ART common stock, approximately 1% of
the ART shares then outstanding. Oscar W. Cashwell, the President of BCM and
SAMI, serves as a director of ART. ART owns a 76.8% limited partner interest
in SAMLP, the Partnership's General Partner. As of March 17, 1995, ART owned
approximately 49% of National Realty's outstanding units of limited partner
interest. In February 1992, Southmark became the owner of a 19.2% limited
partner interest in SAMLP by assignment from ART. See ITEM 12. "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."

3
<PAGE> 4
ITEM 1. BUSINESS (Continued)

General (Continued)

In November 1992, the Partnership refinanced 52 of the apartment complexes in
its real estate portfolio and the underlying debt of a wraparound mortgage note
receivable with a financial institution. To facilitate such refinancing, the
Operating Partnership transferred these assets to a Delaware limited
partnership, Garden Capital, L.P. ("GCLP"). The Operating Partnership is the
sole limited partner in GCLP with a 99.3% limited partnership interest. Garden
Capital Management Incorporated ("GCMI"), a Nevada corporation, is the .7%
managing general partner of GCLP.

GCLP is the sole limited partner and 99% owner of 52 single asset limited
partnerships which were formed for the purpose of acquiring, operating and
holding title to the 52 apartment complexes transferred by the Operating
Partnership. The transfer of the 52 apartment complexes and wraparound
mortgage note receivable from the Operating Partnership to GCLP was effective
November 25, 1992. See ITEM 2. "PROPERTIES".

Each of the single asset limited partnerships has no significant assets other
than an apartment complex encumbered by mortgage debt. Garden Capital
Incorporated ("GCI"), a Nevada corporation, is the 1% managing general partner
in each of the single asset limited partnerships. GCMI, as the managing
general partner of GCLP, makes all decisions relating to the operation of GCLP,
and GCI, as the managing general partner of the single asset limited
partnerships, makes all decisions relating to the operation of the apartment
complexes.

GCMI originally received its .7% general partner interest in GCLP in exchange
for the contribution of 100% of its economic interest in an apartment complex
in Flagstaff, Arizona. In March 1993, GCMI contributed a mortgage note
receivable as a substitute capital contribution for its .7% general partner
interest in GCLP. National Realty subsequently acquired the mortgage note
receivable for a $900,000 note payable, as more fully described in ITEM 8.
"FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." GCI received its 1% general
partner interest in each of the single asset partnerships in exchange for
agreeing to manage the apartment complexes owned by each of the partnerships.

Except as described below and under ITEM 3. "LEGAL PROCEEDINGS - Moorman
Settlement," all decisions relating to the Partnership, including all decisions
with respect to the acquisition, disposition, improvement, financing or
refinancing of the Partnership's properties or other investments, are made by
the Managing General Partner. All decisions, however, relating to the
acquisition, disposition, improvement, financing or refinancing of GCLP's
assets are made jointly by GCLP's managing general partner and the
Partnership's Managing General Partner. BCM performs certain administrative
functions for the Partnership, such as accounting services, mortgage servicing
and portfolio review and analysis, on a cost reimbursement basis. BCM also
performs loan placement services, leasing services and real estate brokerage
and acquisition services, has performed property management services with
respect to certain of the Partnership's properties, and may perform

4
<PAGE> 5
ITEM 1. BUSINESS (Continued)

General (Continued)

other services for the Partnership for fees and commissions. BCM is a company
owned by a trust for the benefit of the children of Mr. Phillips. Mr. Phillips
served as a director of BCM until December 22, 1989 and served as Chief
Executive Officer of BCM until September 1, 1992.

GCMI performs administrative services for GCLP, similar to those performed by
BCM for the Partnership, also on a cost reimbursement basis. The common stock
of GCI and GCMI is owned by John A. Doyle (20%), Richard A. Green (40%) and
Henry W. Simon (40%).

Since February 1, 1990, affiliates of the Managing General Partner have
provided property management services for the Partnership's properties.
Currently, Carmel Realty Services, Ltd. ("Carmel, Ltd.") provides such property
management services for the Partnership's properties. See "Management and
Operations," below. Effective November 25, 1992, Carmel Ltd. ceased providing
property management services to the apartment complexes transferred to GCLP.

Business Plan

The Partnership's primary business and only industry segment is owning and
operating a portfolio of real estate. Information regarding the Partnership's
real estate portfolio is set forth in ITEM 2. "PROPERTIES - Real Estate" and
Schedule III to the Consolidated Financial Statements, included at ITEM 8.
"FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." In addition, the Partnership
owns interests in mortgage loans arising from the sale of Partnership
properties and mortgage note participations which are secured by various
apartment complexes and commercial properties, as set forth in ITEM 2.
"PROPERTIES - Mortgage Loans" and Schedule IV to the Consolidated Financial
Statements included at ITEM 8. "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA."

The objectives of the Partnership are to increase asset values and, to a lesser
extent, to generate cash available for distribution to unitholders through
aggressive management of the Partnership's real estate portfolio. The
Partnership's primary emphasis, however, is on capital appreciation rather than
current income. As discussed in ITEM 5. "MARKET FOR REGISTRANT'S UNITS OF
LIMITED PARTNER INTEREST AND RELATED SECURITY HOLDER MATTERS," National Realty
suspended cash distributions as of December 29, 1989. Pursuant to a plan (the
"Settlement Plan") established under the terms of the May 1990 settlement of
the Moorman class action litigation (the "Settlement Agreement"), the
Partnership has agreed to distribute to unitholders, during the pendency of the
Settlement Plan, all of the Partnership's operating cash flow in excess of
anticipated renovation costs, unless the Partnership's Oversight Committee
approves alternative uses for such operating cash flow. No excess operating
cash flow was available for distributions in 1991 or 1992. On October 7, 1993,
the Partnership announced a resumption of regular quarterly distributions at
the initial rate of $0.20 per unit and in 1993 paid distributions

5
<PAGE> 6
ITEM 1. BUSINESS (Continued)

Business Plan (Continued)

totaling $388,000. During the first three quarters of 1994, the Partnership
continued the payment of regular quarterly distributions of $0.20 per unit. In
the fourth quarter of 1994, in addition to the regular quarterly distribution
of $0.20 per unit, the Partnership paid an extra distribution of $0.50 per
unit. The Partnership made total distributions of $2.8 million in 1994.

At the discretion of the General Partner, the Partnership may, from time to
time, sell properties or other assets, renovate or make improvements to
properties, make additional investments or obtain additional or initial
financing for its properties.

The establishment, implementation and modification of the business objectives
and policies of the Partnership are the responsibility of the General Partner,
and, in general, the limited partners have no voting rights with respect to
such matters. With respect to the GCLP properties, such business objectives
and policies are the responsibility of GCMI. The Partnership's primary
business purpose is the ownership of improved, income-producing real estate,
but the Partnership may also conduct any business that may lawfully be
conducted under the Delaware Revised Uniform Limited Partnership Act. As long
as the Settlement Plan is in effect, Oversight Committee approval would be
required for the Partnership to enter into any new line of business. See
"Management and Operations" below.

Management and Operations

Since February 1, 1990, affiliates of the Managing General Partner have
provided property management services to the Partnership. Currently, Carmel,
Ltd. provides such property management services. Carmel, Ltd. subcontracts
with other entities for the property-level management services to the
Partnership. The general partner of Carmel, Ltd. is BCM. The limited partners
of Carmel, Ltd. are (i) Syntek West, Inc. ("SWI") of which Mr. Phillips is the
sole shareholder, (ii) Mr. Phillips and (iii) a trust for the benefit of the
children of Mr. Phillips. Carmel, Ltd. subcontracts the property-level
management and leasing of twelve of the Partnership's commercial properties to
Carmel Realty, Inc. ("Carmel Realty"), which is a company owned by SWI.
Carmel Realty is entitled to receive property and construction management fees
and leasing commissions in accordance with the terms of its property-level
management agreement with Carmel, Ltd. Effective November 25, 1992, Carmel,
Ltd. ceased providing property management services for the apartment complexes
transferred to GCLP.

BCM performs administrative functions such as accounting services, mortgage
servicing and portfolio review and analysis for the Partnership on a cost
reimbursement basis. Affiliates of BCM also perform loan placement services,
leasing services and real estate brokerage, and other services, for the
Partnership for fees and commissions. GCMI performs similar administrative
functions for GCLP, also on a cost reimbursement basis.

6
<PAGE> 7
ITEM 1. BUSINESS (Continued)

Pending Withdrawal of General Partner

As described in ITEM 3. "LEGAL PROCEEDINGS - Moorman Settlement," the
Settlement Plan provides that, if certain aggressive, annually increasing
Targets relating to the price of National Realty's units of limited partner
interest and distributions to unitholders are not met for two successive years
of the Settlement Plan or the fifth and final year of the Settlement Plan, the
General Partner is required to resign and the Partnership is required to
repurchase the General Partner's interest for its fair value.

Upon the withdrawal of SAMLP as general partner, the value of the Redeemable
General Partner Interest would depend on the value of the Partnership's assets
at the time of calculation and there can be no assurance that the value of the
Redeemable General Partner Interest payable on any such withdrawal will not be
substantially higher or lower than any current calculation. If at the time of
such withdrawal, SAMLP and the Oversight Committee are unable to agree on the
value of the Redeemable General Partner Interest, it is expected that such
disagreement would be resolved by means of a petition to the Judge appointed
pursuant to the Settlement Agreement to supervise its implementation.

If Targets are not met for any two successive years of the Settlement Plan or
for the final year of the Settlement Plan, SAMLP must withdraw as General
Partner effective at the time a successor general partner is selected. The
Settlement Plan terminates upon the withdrawal of SAMLP as General Partner and
the due election and taking office of a successor. Withdrawal of SAMLP as
General Partner pursuant to the Settlement Agreement would be subject to the
provisions of the Partnership Agreement, including the right of unitholders to
elect a

7
<PAGE> 8
ITEM 1. BUSINESS (Continued)

Pending Withdrawal of General Partner (Continued)

successor general partner by majority vote. Upon the withdrawal or removal of
the General Partner without the election of a successor, the Partnership would
be dissolved.

The Targets for the first and second anniversary dates were not met. Since the
Targets were not met for two successive years, SAMLP expects to resign as
General Partner, effective upon the election and qualification of its
successor. On July 8, 1992, SAMLP notified the Oversight Committee of the
failure to meet the Target for two successive years. See ITEM 3. "LEGAL
PROCEEDINGS - Moorman Settlement," for further information regarding the
pending resignation of SAMLP as General Partner.

Separation of Mr. Phillips and the Partnership from Southmark

Until January 1989, Mr. Phillips, a general partner of SAMLP, served as an
executive officer and director of Southmark and certain of Southmark's
subsidiaries and affiliates, including Southmark Asset Management, Inc., then
the managing general partner of SAMLP and a wholly-owned subsidiary of
Southmark. Mr. Phillips served as Chairman of the Board and a director (since
1980) and President and Chief Executive Officer (since 1981) of Southmark, and
as a director and Chairman of the Board of Southmark Asset Management, Inc.

As a result of a deadlock on Southmark's Board of Directors, Mr. Phillips,
among others, reached an agreement whereby Mr. Phillips resigned his positions
with Southmark and certain of Southmark's subsidiaries and affiliates,
including Southmark Asset Management, Inc. Southmark Asset Management, Inc.
exchanged its general partner interest in SAMLP for a limited partner interest
representing an equivalent 96% beneficial interest.

Following continual disputes, effective June 30, 1989, Mr. Phillips and others
entered into additional agreements with Southmark and its affiliates under
which, among other things, Southmark Asset Management, Inc. transferred its
limited partner interest in SAMLP to ART. On February 25, 1992, as part of the
settlement of litigation described in ITEM 3. "LEGAL PROCEEDINGS - Southmark
Litigation", ART transferred to Southmark a 19.2% limited partner interest in
SAMLP. ART had an option which expired December 27, 1994, to reacquire such
limited partner interest from Southmark for $2.4 million, less any
distributions received.

In December 1991, Mr. Phillips and the Partnership entered into a settlement
with Southmark and its affiliates which concluded all disputes among the
parties. See ITEM 3. "LEGAL PROCEEDINGS - Southmark Litigation."

Competition

The real estate business is highly competitive and the Partnership competes
with numerous entities engaged in real estate activities

8
<PAGE> 9
ITEM 1. BUSINESS (Continued)

Competition (Continued)

(including certain entities described in ITEM 13. "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS - Certain Business Relationships,") some of which may have
greater financial resources than the Partnership. The Partnership believes
that success against such competition is dependent upon the geographic location
of the property, the performance of the property managers in areas such as
marketing, collection and the ability to control operating expenses, the amount
of new construction in the area, and the maintenance and appearance of the
property. Additional competitive factors with respect to commercial properties
are the ease of access to the property, the adequacy of related facilities,
such as parking, and sensitivity to market conditions in setting rent levels.
With respect to apartments, competition is also based upon the design and mix
of the units and the ability to provide a community atmosphere for the tenants.
The Partnership believes that general economic circumstances and trends and the
rate at which properties are renovated or new properties are developed in the
vicinity of each of the Partnership's properties are also competitive factors.

As discussed in "Business Plan" above, the Partnership does not anticipate
making material property acquisitions at the present time. However, to the
extent that the Partnership seeks to sell certain of its properties, the sales
prices for such properties may be affected by competition from other real
estate entities also attempting to sell their properties and governmental
agencies and financial institutions, whose assets are located in areas in which
the Partnership's properties are located, and are seeking to liquidate
foreclosed properties.

As described in ITEM 13. "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -
Certain Business Relationships," Oscar W. Cashwell, the President and a
director of SAMI, the Managing General Partner of SAMLP, and the President of
BCM, is also the President or director of certain other entities, each of which
has business objectives similar to the Partnership's. Mr. Cashwell owes
fiduciary duties to such other entities and the Partnership under applicable
law.

In addition, the Partnership also competes with other entities which are
affiliates of BCM or for which BCM acts as advisor, and which may have
investment objectives similar to the Partnership's and that may compete with
the Partnership in purchasing, selling, leasing and financing real estate and
real estate related investments. In resolving any potential conflicts of
interest which may arise, BCM has informed the Partnership that it intends to
continue to exercise its best judgment as to what is fair and reasonable under
the circumstances in accordance with applicable law.

Special Considerations Relating to Investments in Real Estate

The Partnership is subject to all of the risks incident to the ownership of
real estate and interests therein, many of which relate to the general
illiquidity of real estate investments. These risks include, changes in
general or local economic conditions, changes in interest rates and the
availability of permanent mortgage financing which may

9
<PAGE> 10
ITEM 1. BUSINESS (Continued)

Special Considerations Relating to Investments in Real Estate
(Continued)

render the sale or refinancing of a property difficult or unattractive and
which may make debt service burdensome, changes in real estate and zoning laws,
increases in real estate taxes, federal or local economic or rent controls,
floods, earthquakes and other acts of God and other factors beyond the control
of the Partnership. The illiquidity of real estate investments generally
impairs the ability of the Partnership to respond promptly to changing
circumstances. The Partnership believes that such risks are partially
mitigated by the diversification by geographic region and property type of the
Partnership's real estate portfolio.

ITEM 2. PROPERTIES

The Partnership's principal offices are located at 10670 North Central
Expressway, Suite 300, Dallas, Texas 75231. The Partnership believes that its
offices are suitable and adequate for its present operations.

Details of the Partnership's real estate and mortgage notes receivable
portfolios at December 31, 1994, are set forth in Schedules III and IV,
respectively, to the Consolidated Financial Statements included at ITEM 8.
"FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." The discussions set forth below
under the headings "Real Estate" and "Mortgage Loans" provide certain summary
information concerning the Partnership's real estate and mortgage notes
receivable portfolios.

The Partnership's real estate consists of properties purchased and properties
obtained through foreclosure of mortgage notes. The discussion set forth below
under the heading "Real Estate" provides certain summary information concerning
the Partnership's real estate. The Partnership holds investments in 68
apartment complexes, seven office buildings and nine shopping centers in all
geographic regions of the United States, except for the Northeast region, as
shown more specifically in the table under "Real Estate" below. The
Partnership holds mortgage notes receivable secured by real estate in the
Pacific, Midwest and Mountain regions of the United States, as shown more
specifically in the table under "Mortgage Loans" below.

At December 31, 1994, no single asset of the Partnership accounted for 10% or
more of its total assets. At December 31, 1994, 83% of the Partnership's
assets consisted of real estate and 4% consisted of mortgage notes and interest
receivable. The remaining 13% of the Partnership's assets at December 31, 1994
consisted of cash, cash equivalents and other assets. It should be noted,
however, that the percentage of the Partnership's assets invested in any one
category is subject to change and that no assurance can be given that the
composition of the Partnership's assets in the future will approximate the
percentages listed above.

10
<PAGE> 11
ITEM 2. PROPERTIES (Continued)

Geographic Regions

The Partnership has divided the United States into the following six geographic
regions.

Northeast region comprised of the states of Connecticut, Delaware,
Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania,
Rhode Island and Vermont, and the District of Columbia. The Partnership
has no apartment complexes or commercial properties in this region.

Southeast region comprised of the states of Alabama, Florida, Georgia,
Mississippi, North Carolina, South Carolina, Tennessee and Virginia. The
Partnership has 19 apartment complexes and 6 commercial properties in this
region.

Southwest region comprised of the states of Arizona, Arkansas, Louisiana,
New Mexico, Oklahoma and Texas. The Partnership has 22 apartment complexes
and 5 commercial properties in this region.

Midwest region comprised of the states of Illinois, Indiana, Iowa, Kansas,
Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio,
South Dakota, West Virginia and Wisconsin. The Partnership has 22
apartment complexes and 1 commercial property in this region.

Mountain region comprised of the states of Colorado, Idaho, Montana,
Nevada, Utah and Wyoming. The Partnership has 2 apartment complexes and 1
commercial property in this region.

Pacific region comprised of the states of Alaska, California, Hawaii,
Oregon and Washington. The Partnership has 3 apartment complexes and 3
commercial properties in this region.

Real Estate

At December 31, 1994, the Partnership owned 84 properties located in 22 states.
These properties consisted of 68 apartment complexes comprising 17,294 units
with a total Revaluation Equity (as defined in ITEM 7. "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Current Value
Reporting") of $256.3 million, seven office buildings with an aggregate of
495,594 square feet with a total Revaluation Equity of $15.4 million and nine
shopping centers with an aggregate of 1.1 million square feet with a total
Revaluation Equity of $29.6 million.

All but five of the Partnership's properties are currently encumbered by
mortgage debt. Generally, the ability to make debt service payments under a
mortgage loan will be dependent upon the performance of the property, which is
subject to the risks associated with real estate investments, many of which are
beyond the control of the Partnership. In the event of default under one of
these mortgages, with the exception

11
<PAGE> 12
ITEM 2. PROPERTIES (Continued)

Real Estate (Continued)

of GCLP mortgage debt discussed below, the property securing such mortgage
would be subject to foreclosure. Most of the Partnership's borrowings are
subject to substantial "balloon" payments at maturity.

The apartment complexes and the wraparound note receivable transferred to GCLP
were refinanced under a ten-year blanket mortgage loan, evidenced by a single
mortgage with an original principal balance of $223 million. A portion of the
blanket mortgage debt was assigned to each apartment complex and the wraparound
note receivable, and each is cross-defaulted and cross-collateralized. In the
event of a default, the servicer is entitled to accelerate all or any portion
of the principal amount of the loan and to exercise its remedies against any or
all of the mortgaged properties and the wraparound note receivable. However,
with respect to mortgaged properties located in certain states that impose a
mortgage recording tax, the recovery on the related mortgage would be limited
to 125% of the allocated loan amount.

Additional detailed information with respect to individual Partnership
properties and associated debt is set forth in Schedule III to the Consolidated
Financial Statements included at ITEM 8. "FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA."

The following table sets forth the percentages, by property type and geographic
region, of the Partnership's real estate at December 31, 1994.

<TABLE>
<CAPTION>
Commercial
Region Apartments Properties
--------- ---------- ----------
<S> <C> <C>
Southeast.................... 27% 32%
Southwest.................... 34 34
Midwest...................... 32 19
Mountain..................... 4 3
Pacific...................... 3 12
--- ----
100% 100%
</TABLE>

The foregoing table is based solely on the number of apartment units and amount
of commercial square footage owned by the Partnership and does not reflect the
value of the Partnership's investment in each geographic region. See Schedule
III to the Consolidated Financial Statements included at ITEM 8. "FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA" for a more detailed description of the
Partnership's real estate.

12
<PAGE> 13
ITEM 2. PROPERTIES (Continued)

Real Estate (Continued)

A summary of the activity in the Partnership's real estate portfolio during
1994 is as follows:

<TABLE>
<S> <C>
Properties in real estate portfolio at January 1, 1994........ 86
Properties sold............................................... (2)
---
Properties in real estate portfolio at December 31, 1994...... 84
</TABLE>

Set forth below are the Partnership's properties and the monthly rental rate
for apartments and the average annual rental rate for commercial properties and
occupancy thereof at December 31, 1994 and 1993.

<TABLE>
<CAPTION>
Rent Per
Square Foot Occupancy
Units/ ---------------- ----------------
Property Location Square Footage 1994 1993 1994 1993
-------------------- -------------- --------------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Apartments
----------
Alexandria.................... Decatur, GA 406 units/
562,700 sq. ft. $ .41 $ .40 92% 96%
Arlington Place............... Pasadena, TX 230 units/
205,476 sq. ft. .60 .59 88% 88%
Barcelona..................... Tampa, FL 368 units/
346,144 sq. ft. .49 .49 85% 89%
Bavarian...................... Middletown, OH 259 units/
229,560 sq. ft. .59 .58 95% 94%
Bent Tree..................... Addison, TX 292 units/
244,480 sq. ft. .56 .56 99% 90%
Blackhawk..................... Ft. Wayne, IN 209 units/
190,520 sq. ft. .53 .52 96% 97%
Bridgestone................... Friendswood, TX 76 units/
65,519 sq. ft. .62 .59 93% 90%
Brookview Gardens............. Smyrna, GA 156 units/
155,600 sq. ft. .51 .47 96% 96%
Candlelight Square............ Lenexa, KS 119 units/
114,630 sq. ft. .51 .48 92% 95%
Chalet........................ Topeka, KS 162 units/
131,791 sq. ft. .61 .57 87% 99%
Chateau....................... Bellevue, NE 115 units/
99,220 sq. ft. .59 .57 94% 92%
Club Mar...................... Sarasota, FL 248 units/
230,180 sq. ft. .59 .57 92% 92%
Confederate Point............. Jacksonville, FL 206 units/
277,860 sq. ft. .42 .41 92% 91%
Country Place................. Round Rock, TX 152 units/
119,808 sq. ft. .63 .58 97% 96%
Covered Bridge................ Gainesville, FL 176 units/
171,416 sq. ft. .57 .56 99% 95%
Creekwood..................... College Park, GA 300 units/
285,840 sq. ft. .49 .47 87% 92%
Fair Oaks..................... Euless, TX 208 units/
166,432 sq. ft. .52 .52 96% 90%
Four Seasons.................. Denver, CO 384 units/
254,900 sq. ft. .74 .66 96% 97%
Fox Club...................... Indianapolis, IN 336 units/
317,600 sq. ft. .54 .53 95% 93%
Foxwood....................... Memphis, TN 220 units/
212,000 sq. ft. .46 .44 97% 95%
Granada....................... Bellevue, NE 264 units/
243,960 sq. ft. .51 .49 85% 83%
Harbour Point............... Miami, FL 182 units/
152,773 sq. ft. .81 .79 81% 94%
Hidden Valley............... Grand Rapids, MI 176 units/
260,970 sq. ft. .49 .45 96% 94%
Horizon East................ Dallas, TX 166 units/
141,081 sq. ft. .48 .47 93% 95%
</TABLE>

13
<PAGE> 14
ITEM 2. PROPERTIES (Continued)

Real Estate (Continued)

<TABLE>
<CAPTION>
Rent Per
Square Foot Occupancy
Units/ ---------------- ----------------
Property Location Square Footage 1994 1993 1994 1993
-------------------- -------------- --------------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Apartments - Continued
----------
Kimberly Woods.............. Tucson, AZ 279 units/
249,678 sq. ft. $ .52 $ .49 95% 92%
King Village................ Huntsville, AL 184 units/
202,602 sq. ft. .41 .43 90% 78%
La Mirada................... Jacksonville, FL 320 units/
341,400 sq. ft. .46 .44 93% 91%
Lake Nora Arms.............. Indianapolis, IN 588 units/
429,380 sq. ft. .60 .60 94% 93%
Lakewood Park................ St. Petersburg, FL 240 units/
279,720 sq. ft. .40 .38 90% 91%
Lantern Ridge................ Richmond, VA 120 units/
112,296 sq. ft. .49 .49 98% 96%
Mallard Lake................. Greensboro, NC 336 units/
295,560 sq. ft. .57 .53 98% 97%
Manchester Commons........... Manchester, MO 280 units/
331,820 sq. ft. .46 .45 94% 87%
Mesa Court................... Mesa, AZ 224 units/
180,291 sq. ft. .57 .51 94% 88%
Mesa Ridge................... Mesa, AZ 256 units/
206,045 sq. ft. .57 .51 95% 92%
Nora Pines................... Indianapolis, IN 254 units/
254,676 sq. ft. .55 .54 95% 96%
Oak Hollow................... Austin, TX 409 units/
290,072 sq. ft. .75 .69 99% 98%
Oakmont...................... Monroe, LA 212 units/
185,500 sq. ft. .48 .48 93% 89%
Oak Tree..................... Grandview, MO 189 units/
160,591 sq. ft. .52 .50 95% 93%
Olde Towne................... Middletown, OH 199 units/
179,395 sq. ft. .57 .57 94% 91%
Outrigger.................... Tulsa, OK 343 units/
327,190 sq. ft. .36 .35 88% 85%
Pines........................ Little Rock, AR 257 units/
221,981 sq. ft. .37 .37 88% 91%
Place One.................... Tulsa, OK 407 units/
302,263 sq. ft. .47 .45 92% 90%
Regency...................... Lincoln, NE 106 units/
111,700 sq. ft. .56 .53 97% 96%
Regency Falls................ San Antonio, TX 546 units/
348,692 sq. ft. .60 .53 90% 94%
Rockborough.................. Denver, CO 345 units/
249,723 sq. ft. .67 .63 96% 93%
Royal Oaks................... Stone Mountain, GA 300 units/
385,000 sq. ft. .41 .40 90% 91%
Santa Fe..................... Kansas City, MO 225 units/
180,416 sq. ft. .51 .54 90% 88%
Shadowood.................... Addison, TX 184 units/
134,616 sq. ft. .64 .64 98% 97%
Sherwood Glen................ Urbandale, IA 180 units/
143,745 sq. ft. .72 .70 93% 94%
Skipper's Pond................ Tampa, FL 260 units/
233,760 sq. ft. .46 .44 91% 91%
Stonebridge................... Florissant, MO 100 units/
140,576 sq. ft. .42 .40 92% 93%
Summerwind.................... Reseda, CA 172 units/
114,711 sq. ft. .97 .97 92% 85%
Sun Hollow.................... El Paso, TX 216 units/
156,000 sq. ft. .63 .62 92% 90%
Tanglewood.................... Arlington Heights, IL 838 units/
612,816 sq. ft. .96 .96 96% 88%
Timber Creek.................. Omaha, NE 180 units/
162,252 sq. ft. .59 .57 91% 94%
Towne Oaks.................... Monroe, LA 152 units/
153,488 sq. ft. .49 .46 94% 95%
Villa Del Mar................. Wichita, KS 162 units/
128,004 sq. ft. .57 .57 89% 88%
</TABLE>

14
<PAGE> 15
ITEM 2. PROPERTIES (Continued)

Real Estate (Continued)

Office Buildings
----------------
56 Expressway................. Oklahoma City, OK 54,649 sq. ft. 7.77 7.97 85% 78%
Executive Court............... Memphis, TN 41,840 sq. ft. 9.91 9.78 92% 92%
Fondren....................... Houston, TX 47,808 sq. ft. 7.11 6.50 0% 0%
Marina Playa.................. Santa Clara, CA 124,322 sq. ft. 17.00 16.39 95% 91%
Melrose Business Park......... Oklahoma City, OK 124,200 sq. ft. 2.59 2.56 81% 69%
Toll Hill..................... Dallas, TX 81,115 sq. ft. 11.04 10.66 91% 80%
University Square............. Anchorage, AK 22,260 sq. ft. 13.81 13.90 82% 85%

Shopping Centers
----------------
Countryside Plaza............. Clearwater, FL 184,878 sq. ft. 3.36 3.53 83% 87%
Crestview..................... Crestview, FL 80,679 sq. ft. 3.01 3.17 90% 82%
Cross County Mall............. Mattoon, IL 304,575 sq. ft. 4.39 4.23 87% 93%
Cullman....................... Cullman, AL 92,466 sq. ft. 3.82 3.74 96% 98%
Harbor Plaza.................. Aurora, CO 45,863 sq. ft. 7.82 7.23 87% 91%
Katella Plaza................. Orange, CA 52,169 sq. ft. 11.34 11.27 71% 71%
Regency Point................. Jacksonville, FL 67,410 sq. ft. 10.63 10.53 95% 93%
Southern Palms................ Tempe, AZ 250,068 sq. ft. 7.45 7.57 84% 78%
Westwood...................... Tallahassee, FL 149,855 sq. ft. 5.00 5.01 81% 60%
</TABLE>

Occupancy presented here and throughout this ITEM 2. is without reference to
whether leases in effect are at, below or above market rates.

The Partnership owns a fee interest in each property except for the Katella and
Westwood shopping centers located in Orange, California and Tallahassee,
Florida, respectively, in each of which the Partnership owns a long-term
leasehold interest. Such leasehold interests permit some potential for capital
appreciation and marketability.

The following table sets forth information at December 31, 1994, regarding the
Partnership's properties, grouped by region and type of property, including
number of properties, aggregate amount of leasable

15
<PAGE> 16
ITEM 2. PROPERTIES (Continued)

Real Estate (Continued)

square footage in the case of commercial properties, number of units and square
footage in the case of apartments, approximate weighted average occupancy, and
Revaluation Equity (dollars in thousands):

<TABLE>
<CAPTION>
Region/ Units/ Revaluation
Property Type Number Square Footage Occupancy Equity
------------------- ------ -------------- ---------- ------------
<S> <C> <C> <C> <C>
Southeast
Apartments........... 19 4,734 Units/ 92% $ 69,649
5.0 Million Sq.Ft.
Office Building...... 1 41,840 Sq.Ft. 92% 1,926
Shopping Centers..... 5 475,288 Sq.Ft. 83% 13,429

Southwest
Apartments........... 22 5,801 Units/ 93% 86,549
4.5 Million Sq.Ft.
Office Buildings..... 4 307,172 Sq.Ft. 61% 4,137
Shopping Center...... 1 250,068 Sq.Ft. 83% 5,532

Mountain
Apartments........... 2 729 Units/ 95% 14,513
504,623 Sq.Ft.
Shopping Center...... 1 45,863 Sq.Ft. 91% 3,230

Pacific
Apartments........... 3 433 Units/ 67% 5,010
285,955 Sq.Ft.
Office Buildings..... 2 146,582 Sq.Ft. 90% 9,288
Shopping Center...... 1 52,169 Sq.Ft. 71% 2,062

Midwest
Apartments........... 22 5,597 Units/ 93% 80,589
5.4 Million Sq.Ft.
Shopping Center...... 1 304,575 Sq.Ft. 80% 5,352
----------
$ 301,266
==========
</TABLE>

Revaluation Equity does not include any adjustments for the Redeemable General
Partner Interest as discussed in ITEM 3. "LEGAL PROCEEDINGS - Moorman
Settlement."

The following discussion briefly describes the events that affected the
Partnership's properties during 1994 and the first quarter of 1995.

The Partnership has a 75% general partner interest in Southern Palms
Associates, which owns Southern Palms Shopping Center. In August 1992,
Southern Palms Associates filed a voluntary petition in bankruptcy, seeking,
among other things, to restructure the $9.3 million nonrecourse mortgage
secured by the shopping center. In connection with the bankruptcy, an
agreement was reached with the lender to modify the $9.3 million first
mortgage. The modification, which was effective as of December 31, 1993,
reduced the mortgage's interest rate from 11.7% per annum to a variable rate,
currently 8.9% per annum, and extended the maturity date of the mortgage to
March 1998.

16
<PAGE> 17
ITEM 2. PROPERTIES (Continued)

Real Estate (Continued)

In March 1994, the Partnership obtained new first mortgage financing secured by
the Cross County Mall, a shopping center in Mattoon, Illinois. The Partnership
can borrow up to $7.5 million under the loan, to repay the then existing
mortgage debt and for the renovation of the shopping center as well as tenant
improvements. At closing of the new loan, $4.7 million was advanced, of which
$4.3 million was used to payoff the existing mortgage, including a $104,000
prepayment penalty. The remainder of the initial advance was used to pay
various closing costs associated with the financing. The new first mortgage
bears interest at 1.5% above the prime rate, currently 10.3% per annum,
requires monthly payments of principal and interest based upon the outstanding
balance of the loan and matures in March 1997 with an option to extend the
maturity date to March 2002. As of December 31, 1994, $2.7 million of
additional advances under the loan had been made. The additional advances were
used for tenant improvements related to the expansion by a major tenant of the
shopping center. The Partnership, in accordance with the Partnership
Agreement, paid BCM a 1% loan arrangement fee of $75,000 based upon the new
first mortgage financing of $7.5 million.

In July 1994, the Partnership completed the extension of the $2.3 million
second lien mortgage secured by the Marina Playa Office Building in Santa
Clara, California. The loan's maturity date was extended from July 1994 to
January 1996, with all other terms of the loan remaining unchanged.

In September 1994, the Partnership sold the Creekwood Apartments in College
Park, Georgia for $6.0 million. The Partnership has accounted for the sale as
a financing transaction, due to the Partnership having provided financing of
the purchaser's downpayment. On the date of sale, the purchaser obtained new
first mortgage financing from an independent lending institution in the amount
of $3.0 million. The Partnership received $1.3 million in excess proceeds from
the new financing, after the payoff of the existing mortgage in the amount of
$1.1 million and the funding of required repair escrows and closing costs
associated with the financing. The Partnership has recorded the extinguishment
of the then existing mortgage as well as the new first mortgage. The new first
mortgage bears interest at a variable rate, currently 7.8% per annum, requires
monthly payments of principal and interest, currently $24,000 and matures in
September 1997. The Partnership, in accordance with the Partnership Agreement,
paid BCM a 1% loan arrangement fee of $30,000 based upon the new first mortgage
financing of $3.0 million.

In October 1994, the Partnership sold the Brandywine and Raintree Apartments,
both located in Meridian Township, Michigan, to a single buyer for a total of
$14.8 million. The Partnership received net cash of $4.5 million after the
payoff of $9.4 million in existing mortgage debt, the payment of $82,000 in
prepayment penalties and various other closing costs associated with the sales.
The Partnership recognized gains totaling $8.3 million on the sales. The
Partnership, in accor-

17
<PAGE> 18
ITEM 2. PROPERTIES (Continued)

Real Estate (Continued)

dance with the Partnership Agreement, paid real estate sales commissions
totaling $444,000 to Carmel Realty based upon the $14.8 million total sales
price of the properties.

In December 1994, the Partnership completed the extension of the $265,000
mortgage secured by Executive Court Office Building. The loan's maturity date
was extended from December 1994 to December 1995, with all other terms of the
loan remaining unchanged.

In March 1995, the Partnership purchased the Chalet II Apartments, a 72 unit
apartment complex in Topeka, Kansas, for $1.6 million. The Partnership paid
$439,000 in cash and obtained new first mortgage financing of $1.2 million.
The mortgage bears interest at a rate of prime plus 1% per annum, requires
monthly payments of principal and interest, currently $12,000, and matures in
March 2002. The Partnership, in accordance with the Partnership Agreement,
paid a real estate brokerage commission of $98,000 to Carmel Realty based on
the $1.6 million purchase price of the property.

Mortgage Loans

In addition to real estate, a portion of the Partnership's assets consist of
mortgage notes receivable, principally those originating from the sale of
Partnership properties and secured by income-producing properties. The
Partnership's mortgage notes consist of first and wraparound mortgage loans and
participations in first and junior mortgage loans.

First Mortgage Loans. These loans generally provide for level periodic
payments of principal and interest sufficient to substantially repay the loan
prior to maturity, but may involve interest-only payments or moderate
amortization of principal and a "balloon" principal payment at maturity. With
respect to first mortgage loans, it is the Partnership's general policy to
require that the borrower provide a mortgagee's title policy or an acceptable
legal opinion of title as to the validity and the priority of the mortgage lien
over all other obligations, except liens arising from unpaid property taxes and
other exceptions normally allowed by first mortgage lenders in the relevant
area.

Wraparound Mortgage Loans. A wraparound mortgage loan, sometimes called an
all-inclusive loan, is a mortgage loan having an original principal amount
equal to the outstanding balance under the prior existing mortgage loan(s) plus
the amount actually advanced under the wraparound mortgage loan. Wraparound
mortgage loans may provide for full, partial or no amortization of principal.

At December 31, 1994, the Partnership's mortgage notes and participations in
mortgage notes had an aggregate face amount of $29.4 million and an aggregate
net carrying value of $11.5 million, net of deferred gains ($16.2 million),
discounts ($152,000) and allowance for estimated losses ($1.9 million).

18
<PAGE> 19
ITEM 2. PROPERTIES (Continued)

Mortgage Loans (Continued)

The following table sets forth the percentage (based on the outstanding
mortgage note balance at December 31, 1994), by property type and geographic
region, of the properties that serve as collateral for the five mortgage notes
receivable, excluding participations, in the Partnership's mortgage notes
receivable portfolio at December 31, 1994. See Schedule IV to the Consolidated
Financial Statements included at ITEM 8. "FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA" for further details of the Partnership's mortgage notes
receivable portfolio.

<TABLE>
<CAPTION>
Commercial
Region Apartments Properties Total
------ ---------- ---------- -----
<S> <C> <C> <C>
Mountain.............. -% 15% 15%
Pacific............... 56 - 56
Midwest............... - 29 29
---- ---- ----
56% 44% 100%
</TABLE>

In 1991, the Partnership and an insurance company entered into an Asset Sales
Agreement to sell participations in certain of the Partnership's mortgage notes
receivable in exchange for participations in other mortgage notes or assets and
cash. The Partnership entered into the Asset Sales Agreement in an effort to
develop a potential source for future financing and to generate cash from
otherwise illiquid assets. The assets transferred by the Partnership pursuant
to the Asset Sales Agreement included a $2.5 million senior participation in a
wraparound mortgage note receivable secured by a shopping center in Las Vegas,
Nevada, a $1.0 million senior participation in a wraparound mortgage note
receivable secured by a shopping center in La Crosse, Wisconsin, and a first
lien mortgage note with a carrying value of $1.2 million prior to transfer. In
return, the Partnership received a $447,000 senior participation in a note
secured by land in Granby, Colorado, a $1.5 million participation in a note
secured by a country club in the Ka'u District of Hawaii, a 10% limited partner
interest in the partnership owning the country club, valued at $1.5 million, a
$213,000 first lien mortgage note secured by land in Denver, Colorado and $1.0
million in cash. The Asset Sales Agreement included put and guaranty
provisions.

19
<PAGE> 20
ITEM 2. PROPERTIES (Continued)

Mortgage Loans (Continued)

other than the first lien mortgage note secured by the land in Denver,
Colorado, which had been foreclosed and sold by the Partnership, and $657,000
in cash. The Partnership has further agreed to purchase from the insurance
company the first lien note secured by the land in Granby, Colorado and a
second lien note secured by commercial condominiums also in Granby, Colorado
for $550,000. The asset transfers and purchases are anticipated to occur in the
second quarter of 1995. The settlement requires the Partnership to pay
interest on the cash portion of the settlement from March 17, 1995 until the
asset transfers and purchases are completed. Interest is payable monthly.

In 1992, the Partnership determined that the fair value of the underlying
collateral securing one of the participations and a note receivable received
from the insurance company was not sufficient to satisfy the Partnership's
interests and accordingly, the Partnership recorded a $1.6 million provision
for loss to provide for such deficiency.

In May 1993, the Partnership foreclosed on an assigned first lien secured by
land in Denver, Colorado. The Partnership incurred no loss as a result of the
foreclosure. In October 1993, this land was sold for its carrying value. The
Partnership will incur no loss on the settlement beyond amounts previously
provided.

Investment in Marketable Equity Securities of ART

At December 31, 1994, the Partnership owned 48,933 shares of common stock of
ART, a real estate investment company, representing approximately 1% of ART's
outstanding shares. Mr. Phillips, a general partner of SAMLP, the General
Partner of the Partnership, served as Chairman of the Board and as a director
of ART until November 16, 1992. Mr. Cashwell, the President and a director of
SAMI, the Managing General Partner of SAMLP, is a director of ART. See ITEM
12. "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT." At
December 31, 1994, the market value of the ART common stock owned by the
Partnership was $636,000. ART owns a 76.8% limited partner interest in SAMLP.
In addition, as of March 17, 1995 ART owned 1,047,879 of National Realty's
units of limited partner interest, approximately 49% of the units then
outstanding.

ITEM 3. LEGAL PROCEEDINGS

Moorman Settlement

The Partnership is party to a Settlement Agreement, dated as of May 9, 1990,
between plaintiffs Joseph B. Moorman, et al. and defendants Robert A. McNeil,
National Realty, the Operating Partnership, SAMLP, Gene E. Phillips and William
S. Friedman, and Shearson Lehman Hutton Inc., successor-in-interest to
defendant E.F. Hutton & Company Inc., relating to the action entitled Moorman,
et al. v. Southmark Corporation, et al. Such action was filed on September 2,
1987, in the Superior Court of the State of California, County of San Mateo.
On May 9, 1990, the Partner-

20
<PAGE> 21
ITEM 3. LEGAL PROCEEDINGS (Continued)

Moorman Settlement (Continued)

ship agreed to settle such action pursuant to the terms of a written agreement
(the "Moorman Settlement Agreement"). On June 29, 1990, after a hearing as to
its fairness, reasonableness and adequacy, the Moorman Settlement Agreement was
granted final court approval.

By agreeing to settle the Moorman action, the Partnership, SAMLP, the General
Partner of the Partnership, and Messrs. Phillips and Friedman, general
partners of SAMLP at the time of the settlement, did not and do not admit any
liability whatsoever.

The Targets for the first and second anniversary dates were not met. Since the
Targets were not met for two successive years, the Moorman Settlement Agreement
requires that SAMLP resign as General Partner, effective upon the election and
qualification of its successor. On July 8, 1992, SAMLP notified the Oversight
Committee of the failure to meet the Target for two successive years.

Upon, among other things, the withdrawal of SAMLP as General Partner and the
due election and taking office of a successor, the Moorman Settlement Plan will
terminate. Withdrawal of SAMLP as General Partner pursuant to the Moorman
Settlement Agreement requires unitholders to elect a successor general partner
by majority vote. Upon the withdrawal or removal of the General Partner
without the selection of a successor, the Partnership would be dissolved.

The Moorman Settlement Agreement provides that between the date of the
certification causing the General Partner's resignation and the date successor
general partner takes office, the resigning General Partner shall limit its
activities, as General Partner, to the conduct of the business of the
Partnership in the ordinary course, shall not, without consent of the Oversight
Committee, purchase or sell any real estate or other assets of the Partnership
not in progress on said date, shall cooperate in the election of a successor
general partner and shall cooperate with its successor to facilitate a change
in the office of General Partner of the Partnership. The resigning General
Partner will continue to receive fees, expenses and distributions, if any,
while the solicitation is prepared.

21
<PAGE> 22
ITEM 3. LEGAL PROCEEDINGS (Continued)

Moorman Settlement (Continued)

Any dispute between the General Partner and the Oversight Committee concerning
the operation of the Moorman Settlement Agreement is to be resolved by the
Judge appointed pursuant to the Moorman Settlement Agreement to supervise its
implementation (the "Supervising Judge").

The withdrawal of the General Partner will require the Partnership to acquire
the Redeemable General Partner Interest at its then fair value, and to pay
certain fees and other compensation, as provided in the Partnership Agreement
and the Moorman Settlement Agreement. Under the Moorman Settlement Agreement,
payment for such Redeemable General Partner Interest, fees and other
compensation may, at the Oversight Committee's option, be paid over a
three-year period pursuant to a secured promissory note bearing interest at the
prime rate and containing commercially reasonable terms and collateral. Under
the Moorman Settlement Plan, the purchase price for SAMLP's Redeemable General
Partner Interest will be calculated, as of the time it withdraws as General
Partner under the Partnership's governing documents. The Managing General
Partner has calculated the fair value of the Redeemable General Partner
Interest at December 31, 1994 to be $33.0 million, and believes there has been
no material change in such value since such date. The Partnership would be
entitled to offset against any such payment the then outstanding principal
balance ($4.2 million at December 31, 1994) plus all accrued but unpaid
interest ($4.3 million at December 31, 1994) on the note receivable from SAMLP
for its capital contribution to the Partnership. In the accompanying
Consolidated Balance Sheets, the Redeemable General Partner Interest is shown
as a reduction of Partners' Equity. The note receivable from the General
Partner has been offset against the Redeemable General Partner Interest. The
Oversight Committee previously has informed the Partnership that it calculated
the amount of such Redeemable General Partner Interest to be less than the
amount calculated by the Managing General Partner. When SAMLP withdraws as
General Partner of the Partnership, the value of the Redeemable General Partner
Interest would depend on the fair value of the Partnership's assets at the time
of calculation and there can be no assurance that the Redeemable General
Partner Interest, fees and other compensation payable on any such withdrawal
will not be substantially higher or lower than any current estimate or
calculation. Any dispute pertaining to the amount of Redeemable General
Partner Interest upon withdrawal of SAMLP will be resolved by the Supervising
Judge.

On January 27, 1995, National Realty, SAMLP and the Oversight Committee
executed an Implementation Agreement which provides for the nomination of a
successor general partner and for the resolution of all related matters under
the Moorman Settlement. The Implementation Agreement is subject to receipt of
a notice from the proposed successor general partner nominee that it consents
to stand for election as the successor general partner.

22
<PAGE> 23
ITEM 3. LEGAL PROCEEDINGS (Continued)

Moorman Settlement (Continued)

the proposal to elect the successor general partner will be submitted to the
unitholders of National Realty for a vote. In addition, the unitholders will
vote upon amendments to the National Realty partnership agreement which relate
to the proposed compensation of the successor general partner and other related
matters.

Upon approval by the unitholders, SAMLP shall resign as General Partner and the
successor general partner shall take office. If the required approvals are
obtained, National Realty anticipates that the successor general partner may be
elected and take office during the third or fourth quarter of 1995.

The Implementation Agreement provides that SAMLP, and its affiliates owning
units in National Realty, shall not vote to remove the successor general
partner, except for removal with cause, for a period of thirty months from the
date the successor general partner takes office. In addition, the Supervising
Judge shall make a determination of any amounts which National Realty may owe
to SAMLP upon SAMLP's withdrawal as General Partner and any amounts which SAMLP
or its affiliates may owe to National Realty. Any amounts which National
Realty may be determined to owe to SAMLP may be paid by National Realty over a
period of time to be determined by the parties on terms which shall not hinder
National Realty's ability to meet its other financial obligations.

Upon the election and taking office of the successor general partner, the
Moorman Settlement Plan and the Oversight Committee shall terminate. If the
successor general partner nominee does not stand for election or is not
elected, the existing Moorman Settlement Agreement shall remain in full force
and effect and all of the provisions of the Implementation Agreement shall be
voided.

Southmark Litigation

In December 1991, the Partnership and several other parties entered into a
comprehensive settlement of litigation with Southmark, which settled all
actions between Southmark and its affiliates and the Partnership and its
affiliates.

In connection with the settlement, the Partnership was obligated to pay
Southmark the net amount which it had recorded as due to Southmark ($1.8
million), on the date the settlement was entered into. The final installment
of $265,000 was paid by the Partnership in July 1994.

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

Not applicable.

[THIS SPACE INTENTIONALLY LEFT BLANK.]

23
<PAGE> 24
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNER INTEREST
AND RELATED SECURITY HOLDER MATTERS

National Realty's units of limited partner interest are traded on the American
Stock Exchange ("AMEX") using the symbol "NLP." National Realty does not meet
certain of the criteria of the AMEX for continued listing and may continue to
fail to meet such criteria. Although National Realty does not anticipate that
the AMEX will seek to delist its units, there can be no assurance that the AMEX
will not seek to do so.

The following table sets forth high and low sale prices of National Realty's
units of limited partner interest as reported by the AMEX:

<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW
------------------ -------- -------
<S> <C> <C>
March 31, 1995........................... $ 31 3/8 $ 30 5/8
(through March 17, 1995)

March 31, 1994........................... 28 1/4 25
June 30, 1994............................ 27 3/4 25 5/8
September 30, 1994....................... 30 1/8 27
December 31, 1994........................ 30 3/4 28 1/2

March 31, 1993........................... 22 7/8 18 1/2
June 30, 1993............................ 25 1/4 19 7/8
September 30, 1993....................... 23 19 1/4
December 31, 1993........................ 30 3/4 22 3/4
</TABLE>

As of March 17, 1995, the closing price of National Realty's units of limited
partner interest on the AMEX was $31.00 per unit.

As of March 17, 1995, National Realty's units of limited partner interest were
held by 8,599 holders of record.

Pursuant to the Moorman Settlement Agreement, on February 14, 1992, the
Partnership issued 2,692,773 warrants (the "Warrants") to purchase an aggregate
of 673,193 of National Realty's units of limited partner interest subject to
adjustment. Each Warrant initially entitled the holder thereof to purchase one
quarter of one unit at the exercise price ($11.00 per Warrant). The initial
exercise price was equal to $44.00 per unit and increased to $48.00 per unit on
February 14, 1993, subject to adjustment. The Warrants may be exercised for
five years from their February 14, 1992 date of issuance, or until earlier
redemption.

Prior to 1989, the Partnership's policy was to distribute operating cash flow
in excess of necessary reserves for property improvements and repairs.
However, due to liquidity problems, on December 29, 1989 the Partnership
announced a suspension of cash distributions. Pursuant to the terms of the
Moorman Settlement Agreement, the Partnership has agreed to distribute to
unitholders all of the Partnership's operating cash flow in excess of certain
renovation costs, unless the Oversight

24
<PAGE> 25
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNER INTEREST
AND RELATED SECURITY HOLDER MATTERS (Continued)

Committee approves alternative uses for such operating cash flow. On October
7, 1993, the Partnership announced a resumption of regular quarterly
distributions at the rate of $0.20 per unit. The Partnership paid
distributions totaling $388,000 in 1993. In addition, to its regular quarterly
distributions, in December 1994, the Partnership paid a special distribution of
$0.50 per unit, resulting in total 1994 distributions of $2.8 million or $1.30
per unit.

The distributions paid by the Partnership in 1994 and 1993 were are follows:

<TABLE>
<CAPTION>
Date Declared Record Date Payable Date Amount
---------------- ----------------- ----------------- ------
<S> <C> <C> <C>
March 4, 1994 March 18, 1994 March 30, 1994 $.20
June 1, 1994 June 15, 1994 June 30, 1994 $.20
August 25, 1994 September 15, 1994 September 30, 1994 $.20
December 1, 1994 December 15, 1994 December 30, 1994 $.20
December 1, 1994 December 15, 1994 December 30, 1994 $.50

October 7, 1993 November 24, 1993 December 10, 1993 $.20
</TABLE>

In November 1987, the Board of Directors of the Managing General Partner
approved the Partnership's purchase of up to 10% of National Realty's units of
limited partner interest and on December 15, 1992, the Board of Directors of
the Managing General Partner approved the repurchase of up to 100,000
additional units in open-market transactions. Through December 31, 1994, the
Partnership had purchased a total of 134,320 units at an aggregate cost of $5.1
million. During 1994, the Partnership did not purchase any additional units
under such repurchase program.

[THIS SPACE INTENTIONALLY LEFT BLANK.]

25
<PAGE> 26
ITEM 6. SELECTED FINANCIAL DATA

For the Years Ended December 31,
-----------------------------------------------------------------------
1994 1993 1992 1991 1990
----------- ----------- ----------- ----------- -----------
(dollars in thousands, except per unit)
<S> <C> <C> <C> <C> <C>
EARNINGS DATA
Income ..................... $ 107,546 $ 103,044 $ 102,070 $ 97,314 $ 98,233
Expenses
Interest ..................... 34,145 34,699 35,982 38,686 41,791
Property operations
expenses ................... 60,793 60,374 59,193 58,645 57,423
General and
administrative
expenses ................... 5,809 5,598 5,377 5,931 6,139
Depreciation and
amortization ............... 10,034 10,168 10,503 11,299 13,054
Provision for losses ......... - - 1,972 5,026 -
----------- ----------- ----------- ----------- -----------
Total expenses ............. 110,781 110,839 113,027 119,587 118,407
----------- ----------- ----------- ----------- -----------

(Loss) from operations ......... (3,235) (7,795) (10,957) (22,273) (20,174)
Gain on sale of real
estate ..................... 8,252 - 375 371 20,561
(Loss) on foreclosure ........... - - - (13,439) (1,229)
Litigation
settlements ................... - - 1,030 (721) -
----------- ----------- ----------- ----------- -----------
Income (loss) before
extraordinary gain ........... 5,017 (7,795) (9,552) (36,062) (842)
Extraordinary gain ............. - 9,046 6,385 17,867 1,549
----------- ----------- ----------- ----------- -----------
Net income (loss) ............... $ 5,017 $ 1,251 $ (3,167) $ (18,195) $ 707
=========== =========== ============ ============ ===========

PER UNIT DATA
Income (loss) before
extraordinary gain ........... $ 2.30 $ (3.40) $ (3.98) $ (16.42) $ (.38)
Extraordinary gain ............. - 3.94 2.66 8.14 .70
------------ ------------ ------------ ------------ ------------
Net income (loss) ............... $ 2.30 $ .54 $ (1.32) $ (8.28) $ .32
============ ============ ============ =========== ============

Distributions per unit ......... $ 1.30 $ .20 $ - $ - $ -

Weighted average units
of limited partner
interest used in
computing earnings
per unit ................... 2,139,524 2,249,330 2,348,478 2,152,605 2,155,253

</TABLE>

[THIS SPACE INTENTIONALLY LEFT BLANK.]

26
<PAGE> 27
ITEM 6. SELECTED FINANCIAL DATA (Continued)

<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------------------
1994 1993 1992 1991 1990
----------- ----------- ----------- ----------- -----------
(dollars in thousands, except per unit)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Real estate...................... $ 241,535 $ 251,534 $ 251,059 $ 272,183 $ 301,858
Notes and interest
receivable...................... 11,532 11,469 12,694 13,958 35,273
Total assets..................... 290,140 296,045 303,059 309,371 362,695
Notes and interest
payable......................... 326,775 335,200 333,642 331,438 364,606
Redeemable General
Partner interest................ 28,800 21,600 14,700 15,000 13,000
Partners' (deficit).............. (91,823) (86,902) (81,150) (78,098) (58,867)
</TABLE>

Units and per unit data have been restated to give effect to the one-for-four
reverse unit split, effected January 1, 1991.

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

Introduction

National Realty, L.P. ("National Realty") is a Delaware limited partnership
formed on January 29, 1987, the business of which consists primarily of owning
and operating through National Operating, L.P., also a Delaware limited
partnership (the "Operating Partnership"), a portfolio of real estate. Most of
the Operating Partnership's properties were acquired in transactions
consummated on September 18, 1987, pursuant to which National Realty acquired
all of the assets, and assumed all of the liabilities, of 35 public and private
limited partnerships. National Realty and the Operating Partnership operate as
an economic unit and, unless the context otherwise requires, all references
herein to the "Partnership" shall constitute references to National Realty and
the Operating Partnership as a unit.

In November 1992, the Operating Partnership, in conjunction with a refinancing
of 52 of its apartment complexes and a wraparound note receivable, transferred
such assets to Garden Capital, L.P. ("GCLP"), a Delaware limited partnership in
which the Operating Partnership holds a 99.3% limited partner interest. See
Note 7. "NOTES PAYABLE."

Liquidity and Capital Resources

Cash and cash equivalents aggregated $3.7 million at December 31, 1994 as
compared with $4.0 million at December 31, 1993.

The Managing General Partner has discretion in determining methods of obtaining
funds for the Partnership's operations. The Partnership's governing documents
place no limitation on the amount of leverage that the Partnership may incur
either in the aggregate or with respect to any particular property or other
investment. At December 31, 1994, the aggregate loan-to-value ratio of the
Partnership's real estate port-

27
<PAGE> 28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

folio, computed on the basis of the ratio of total property-related debt to
aggregate appraised values, was 47.9% compared to 52.1% at December 31, 1993.

The Partnership's principal sources of cash flow have been and will continue to
be from property operations and externally generated funds. Externally
generated funds include borrowings, proceeds from the sale of Partnership
properties and other assets, proceeds from the issuance of debt secured by
Partnership properties or mortgage notes receivable and in the future may
include proceeds from the exercise of the Warrants which were issued to the
class members included in the Moorman litigation settlement. The Partnership
expects that cash flow from property operations together with externally
generated funds will be sufficient to meet the Partnership's various cash needs
in 1995, including but not limited to the payment of distributions, debt
service obligations coming due and property maintenance and improvements, as
more fully discussed in the paragraphs below.

Currently, all but five of the Partnership's properties are encumbered by
mortgage debt. In 1995, mortgage debt totaling $7.4 million comes due,
including a $2.6 million mortgage underlying a $4.3 million wraparound mortgage
note receivable, both of which mature in December 1995. It is the
Partnership's intention to either pay the mortgages that mature in 1995 when
due, or seek to extend the due dates one or more years while attempting to
obtain long-term financing. The Partnership also intends to seek to refinance
certain mortgages that mature in the next two years, and use excess financing
proceeds for working capital purposes. The General Partner believes it will
continue to be successful in obtaining at least the minimum amount of loan
extensions or other proceeds to enable the Partnership to maintain ownership of
all properties in which it has equity.

During 1994, the Partnership received $10.0 million from new mortgage
financings or refinancings secured by one commercial property and one apartment
complex, of which $5.4 million was used to payoff existing mortgage debt
secured by the properties. In addition, the Partnership made scheduled
principal paydowns on mortgage debt totaling $4.3 million.

As of March 17, 1994, the Partnership had one apartment complex under contract
for sale, the Harbour Point Apartments in Miami, Florida. The Oversight
Committee has approved the terms of the pending sale and the Partnership
anticipates finalizing such sale during the second quarter of 1995. The asset
has been reclassified as held for sale in the Partnership's accompanying
December 31, 1994 Consolidated Balance Sheet. The Partnership, however, can
give no assurance that it will successfully complete this property sale.

In March 1995, the Partnership, with the approval of the Oversight Committee,
purchased the Chalet II Apartments, a 72 unit apartment complex in Topeka,
Kansas, for $1.6 million. The Partnership paid $439,000 in cash, obtaining new
mortgage financing of $1.2 million.

28
<PAGE> 29
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

Also in March 1995, the Partnership reached a settlement with the receiver for
an insurance company. As part of the settlement, the Partnership will pay the
insurance company a total of $1.2 million in cash in exchange for the transfer
of certain assets between the Partnership and the insurance company. See "NOTE
4. NOTES RECEIVABLE."

In November 1992, in conjunction with the transfer of the net assets of 52
apartment complexes and a wraparound note receivable to GCLP, such assets were
refinanced under a $223 million blanket mortgage loan. The blanket mortgage
loan requires that cash flow from the GCLP properties be used to fund various
escrow and reserve accounts and limits the payment of distributions to the
Partnership. During 1994, the Partnership received distributions from GCLP
totaling $3.0 million, an increase of $1.3 million from 1993. A total of $6.0
million of escrow and reserve deposits, excluding the tax and insurance
reserve, are required to be funded by GCLP during 1995 in monthly installments.
Such escrowed amounts are included in escrow deposits and other assets in the
accompanying Consolidated Balance Sheets. GCLP is required to make monthly
deposits, from the cash flow of its properties, for (i) a recurring replacement
reserve, (ii) a credit enhancement reserve and (iii) a tax and insurance
reserve. As a result of the restrictions placed on GCLP's use of its cash
flow, excess cash of approximately $3.5 million is expected to be remittable to
the Partnership during 1995.

On October 7, 1993, the Partnership announced a resumption of distributions at
the initial rate of $0.20 per unit and in 1993 paid distributions totaling
$388,000. In 1994, the Partnership continued the payment of regular quarterly
distributions of $0.20 per unit. In the fourth quarter of 1994, in addition to
the regular quarterly distribution of $0.20 per unit, the Partnership paid an
extra distribution of $0.50 per unit. The Partnership made total distributions
of $2.8 million in 1994 or $1.30 per unit.

The Partnership's rents collected increased from $99.0 million for 1993 to
$105.4 million for 1994 due to the Partnership's successful effort of
increasing and maintaining higher rental rates during 1994 as compared to 1993.
Rental rates at the Partnership's apartment complexes, which account for over
80% of the Partnership's properties, increased an average of 4.4% as compared
to 1993 rental rates. However, payments for property operating expenses
increased from $58.2 million in 1993 to $63.4 million in 1994. This increase
is primarily due to a $3.1 million increase in payments for tax and capital
improvement escrows related to the GCLP properties.

As more fully discussed in NOTE 14. "COMMITMENTS AND CONTINGENCIES - Moorman
Settlement," the Moorman litigation settlement agreement (the "Moorman
Settlement Agreement") set forth certain aggressive, annually increasing
targets relating to the price of the Partnership's units of limited partner
interest which were not achieved, resulting in, among other things, the
required withdrawal of the Partnership's General Partner upon election of a
successor and the resulting required purchase

29
<PAGE> 30
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

of the Redeemable General Partner Interest, as defined below. The effects of
some or all of these provisions could adversely affect the Partnership's
liquidity. However, the General Partner and the Oversight Committee have
agreed in principle, as discussed below, to possible arrangements which would
alleviate the adverse effect of such provisions.

The withdrawal of the General Partner requires the Partnership to acquire the
General Partner's interest in the Partnership (the "Redeemable General Partner
Interest") at its then fair value, and to pay certain fees and other
compensation, as provided in the Partnership Agreement and the Moorman
Settlement Agreement. The Moorman Settlement Agreement provides that any
payment for such Redeemable General Partner Interest, fees and other
compensation during the pendency of the Moorman Settlement Agreement may, at
the option of the Oversight Committee (also established under the Moorman
Settlement Agreement), be made over three years pursuant to a secured
promissory note bearing interest at a financial institution's prime rate. The
Managing General Partner has calculated the fair value of the Redeemable
General Partner Interest at December 31, 1994 to be $33.0 million, and believes
that there has been no material change in such value since that date. The
Partnership would be entitled to offset against such payment the then
outstanding principal balance of the note receivable ($4.2 million at December
31, 1994) plus all accrued and unpaid interest ($4.3 million at December 31,
1994) on the note receivable from the General Partner representing its capital
contribution to the Partnership. When Syntek Asset Management, L.P. ("SAMLP")
withdraws as General Partner of the Partnership, the fair value of the
Redeemable General Partner Interest would depend on the value of the
Partnership's assets at the time of calculation and there can be no assurance
that the Redeemable General Partner Interest, fees and other compensation
payable on any such withdrawal will not be substantially higher or lower than
any current estimate or calculation.

In the accompanying Consolidated Balance Sheets, the Redeemable General Partner
Interest is shown as a reduction of Partners' Equity and the note receivable
from the General Partner has been offset against the Redeemable General Partner
Interest.

In conjunction with the Moorman Settlement Agreement, the Partnership received
contributions from certain co-defendants of cash and notes including a
promissory note for $2.0 million from Gene E. Phillips and William S. Friedman,
at the time general partners of SAMLP, and guaranteed by SAMLP. On May 14,
1994, the final payment on the promissory note of $631,000 including accrued
interest was received.

30
<PAGE> 31
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

The Implementation Agreement shall be submitted to the Supervising Judge for
tentative approval and approval of the notice to be sent to the original class
members. Upon final approval by the Supervising Judge, the proposal to elect
the successor general partner will be submitted to the unitholders of National
Realty for a vote. In addition, the unitholders will vote upon amendments to
the National Realty partnership agreement which relate to the proposed
compensation of the successor general partner and other related matters.

Results of Operations

1994 Compared To 1993. The Partnership reported net income of $5.0 million for
1994 as compared to net income of $1.3 million for 1993. Contributing to the
Partnership's 1994 net income was an increase in operating income of $4.6
million, as more fully discussed below, and a gain on sale of real estate of
$8.3 million. See NOTE 3. "REAL ESTATE AND DEPRECIATION." The Partnership's
1993 net income included an

31
<PAGE> 32
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Results of Operations (Continued)

extraordinary gain of $9.0 million related to the acquisition at a discount of
a mortgage obligation. See NOTE 8. "ACCRUING MORTGAGE."

Rental income increased from $99.3 million in 1993 to $105.0 million in 1994.
Of this increase, $1.4 million is due to the acquisition in June 1993 of the
controlling partnership interest in Club Mar Realty Group, Ltd., which owns the
Club Mar Apartments and obtaining the Whispering Pines Apartments in Canoga
Park, California through insubstance foreclosure in December 1993. These
increases are offset by a decrease of $515,000 due to the sale of Brandywine
and Raintree Apartments in October 1994. The remaining net increase of $4.8
million is primarily attributable to a 4.4% increase in average rental rates at
the Partnership's apartment complexes.

Property operating expenses increased from $60.4 million in 1993 to $60.8
million in 1994. Of this increase, $764,000 is due to the acquisition in June
1993 of the controlling partnership interest in Club Mar Apartments and
obtaining the Whispering Pines Apartments through insubstance foreclosure in
December 1993. These increases are offset by a decrease of $465,000 due to the
sale of Brandywine and Raintree Apartments in October 1994.

Interest income decreased from $3.1 million in 1993 to $2.4 million in 1994.
This decrease is primarily attributable to the nonaccrual of interest income on
the loan secured by the Whispering Pines Apartments in Canoga Park, California,
which was foreclosed in December 1993 and to a decrease in cash receipts in
1994 on a mortgage note receivable on which interest is recognized on a cash
receipts basis. Interest income is anticipated to remain at the current level
in 1995.

Interest expense decreased from $34.7 million in 1993 to $34.1 million in 1994.
Of this decrease, $265,000 is due to the December 1993 Southern Palms debt
modification in which the interest rate was reduced from 11.7% per annum to
8.9% per annum and $350,000 is due to achievement escrows of $1.8 million
applied against the principal balances of three of the Partnership's mortgage
loans in 1993 and the payment of $228,000 in related prepayment penalties which
were included in interest expense in 1993. An additional decrease of $144,000
is due to the sale of the Brandywine and Raintree Apartments in October 1994.
These decreases are offset in part by an increase in interest expense of
$252,000 related to the acquisition of the controlling partnership interest in
Club Mar Apartments in June 1993.

General and administrative expenses increased from $5.6 million in 1993 to $5.8
million in 1994. The increase is attributable to an increase in the
Partnership's overhead reimbursements to Basic Capital Management, Inc.
("BCM").

In 1994, the Partnership recognized gains totaling $8.3 million on the sale of
the Brandywine and Raintree Apartments. No gain on sale of real estate was
recognized in 1993. See NOTE 3. "REAL ESTATE AND DEPRECIATION."

32
<PAGE> 33
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Results of Operations (Continued)

In 1993, the Partnership recognized an extraordinary gain of $9.0 million from
the acquisition at a discount of a mortgage obligation. No such gains were
recognized in 1994. See NOTE 8. "ACCRUING MORTGAGE."

1993 Compared to 1992. The Partnership reported net income of $1.3 million for
1993 as compared to a net loss of $3.2 million for 1992. Included in the
Partnership's 1993 net income is an increase in operating income of $3.2
million, as more fully discussed below, and an extraordinary gain of $9.0
million related to the acquisition at a discount of a mortgage obligation. See
NOTE 8. "ACCRUING MORTGAGE."

Rental income increased $4.4 million in 1993 as compared to 1992 after
reduction of reported 1992 rental income of $3.0 million for four Partnership
properties which were either lost to foreclosure or sold during 1992. This
increase is attributable to higher rental rates ($2.8 million) and improved
occupancy levels ($1.6 million) related to the Partnership's apartment
complexes in the Southwest and Southeast regions of the United States.

Property operating expenses increased from $56.9 million in 1992 (after
reduction of operating expenses of $2.3 million related to four Partnership
properties which were either lost to foreclosure or sold during 1992) to $60.4
million in 1993. Of this $3.4 million increase, $2.0 million is related to
higher real estate taxes on Partnership apartment complexes in the Midwest,
Pacific and Southwest regions of the United States. In addition, utility
expenses were $598,000 higher in 1993 than in 1992 due to higher occupancy
levels and repairs and maintenance expenses were also higher in 1993 as
compared to 1992 by $913,000, as a result of the Partnership's continuing
effort to maintain and increase occupancy levels. Apartment occupancy levels
increased by 2.5% during 1993 with the largest increases being in the
Southwest and Southeast regions of the United States, where approximately 59%
of the Partnership's apartment units are located.

Interest income decreased from $3.9 million in 1992 to $3.1 million in 1993.
This decrease is primarily due to nonperforming mortgage note participations as
well as $222,000 related to one of the Partnership's mortgage notes receivable
which became nonaccruing in June 1993. In December 1993, the Partnership
recorded the insubstance foreclosure of the collateral property securing that
note, the Whispering Pines Apartments in Canoga Park, California. The
Partnership obtained title to the property in February 1994.

Interest expense decreased from $36.0 million in 1992 to $34.7 million in 1993.
Interest expense related to the GCLP properties, refinanced in November 1992,
increased by $4.0 million as compared to 1992. This increase, however, was
more than offset by a decrease in interest expense associated with the
Partnership's line of credit with Transcontinental Realty Investors, Inc.,
which was paid in full in December 1992 with the refinancing proceeds from the
GCLP refinancing. Interest expense also declined as a result of the
acquisition at a

33
<PAGE> 34
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Results of Operations (Continued)

discount of a mortgage obligation in March 1993 and from Partnership properties
sold or lost to foreclosure in 1992. See NOTE 8. "ACCRUING MORTGAGE."

Depreciation and amortization in 1993 approximated that in 1992 after reduction
of $275,000 related to four Partnership properties which were either lost to
foreclosure or sold during 1992.

General and administrative expenses increased by $221,000 in 1993 as compared
to 1992. Legal expenses decreased $144,000 for the year due primarily to 1992
litigation expenses related to the Moorman Settlement which were not incurred
in 1993. See NOTE 14. "COMMITMENTS AND CONTINGENCIES." Also, the
Partnership's overhead reimbursements to BCM decreased by $259,000 in 1993.
Offsetting these decreases were increased overhead costs associated with GCLP
totaling $729,000 in 1993, GCLP's first full year of operation. Overhead costs
associated with GCLP in 1992 totaled $108,000.

The Partnership made no provision for losses in 1993 compared to $2.0 million
in 1992. The 1992 provision includes a $416,000 write down of one of the
Partnership's office buildings to the related nonrecourse debt, which property
was subsequently lost to foreclosure, and $1.6 million related to the
Partnership's mortgage notes receivable.

During 1992, the Partnership recorded the receipt of $1.0 million upon the
settlement of litigation related to a lender's failure to honor a refinancing
commitment for two of the Partnership's apartment complexes. In addition, the
Partnership recognized a $375,000 gain on the sale of the Terrace View
Apartments in Burlen, Washington. No such gains were recognized in 1993.

The Partnership recognized extraordinary gains of $9.0 million in 1993 and $6.4
million in 1992. The 1993 gain resulted from the acquisition at a discount of
a mortgage obligation. See NOTE 8. "ACCRUING MORTGAGE." The 1992 gain is
attributable to the foreclosure of the Hunters Glen Apartments in Kansas City,
Missouri and the Lakes Apartments in Atlanta, Georgia and the forgiveness of
the related nonrecourse mortgage debt.

Environmental Matters

Under various federal, state and local environmental laws, ordinances and
regulations, the Partnership, may be potentially liable for removal or
remediation costs, as well as certain other potential costs relating to
hazardous or toxic substances (including governmental fines and injuries to
persons and property) where property-level managers have arranged for the
removal, disposal or treatment of hazardous or toxic substances. In addition,
certain environmental laws impose liability for release of asbestos-containing
materials into the air, and third parties may seek recovery from the
Partnership for personal injury associated with such materials.

34
<PAGE> 35
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Environmental Matters (Continued)

The General Partner is not aware of any environmental liability relating to the
above matters that would have a material adverse effect on the Partnership's
business, assets or results of operations.

Impact of Inflation

The effects of inflation on the Partnership's operations are not quantifiable.
Revenues from property operations fluctuate proportionately with inflationary
increases and decreases in housing costs. Fluctuations in the rate of
inflation also affect the sales values of the Partnership's properties and,
correspondingly, the ultimate gains to be realized by the Partnership from
property sales. Inflation also has an effect on the Partnership's earnings from
short-term investments, and on its interest income and interest expense to the
extent that such income and expense depend on floating interest rates.

Current Value Reporting

The Partnership believes that the historical cost basis financial statements
prepared in accordance with generally accepted accounting principles are not
representative of the economic value of the Partnership's real estate assets
because most of the properties have appreciated in value over their historical
cost basis. Nevertheless, generally accepted accounting principles require
periodic depreciation charges.

In conjunction with the exchange transaction, by which the Partnership was
formed, the Partnership retained independent appraisers to estimate the Current
Appraised Value of the Partnership's properties as of March 31, 1987, based in
part upon certain financial, lease and other information provided by the
general partners of the exchange transaction partnerships. The Current
Appraised Value of the Partnership's properties at March 31, 1987 was $758.0
million, and Revaluation Equity was $410.0 million at such date. Revaluation
Equity is defined as the difference between the appraised value of the
Partnership's real estate, adjusted to reflect the Partnership's estimate of
disposition costs, and the face amount of the mortgage notes payable and
accrued interest, if any, encumbering such real estate. The Current Appraised
Value of the Partnership's properties at December 31, 1993, was $607.7 million,
and Revaluation Equity was $258.4 million at such date.

In 1994, the Partnership retained an independent appraiser to determine the
Current Appraised Value of the Partnership's properties as of December 31,
1994, in a manner consistent with the methodology used to determine Current
Appraised Value as of December 31, 1993 and March 31, 1987. The Current
Appraised Value of the Partnership's properties at December 31, 1994 was $644.3
million and Revaluation Equity was $301.3 million at such date.

35
<PAGE> 36
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

Taxes

National Realty is a publicly traded limited partnership and, for federal
income tax purposes, all income or loss generated by the Partnership is
included in the income tax returns of the individual partners. In December
1987, Congress passed legislation requiring certain publicly traded
partnerships to be taxed as corporations. National Realty qualifies for
"grandfather" treatment and will be treated as a partnership until at least
1997, unless the Partnership adds a substantial new line of business, which
would require approval of the Oversight Committee, and will continue to be so
treated thereafter if 90% or more of its gross income consists of qualifying
income from real estate activities. As presently operated, the Partnership
meets these requirements. Under Internal Revenue Service guidelines generally
applicable to publicly traded partnerships and thus to the Partnership, a
limited partner's use of his or her share of partnership losses is subject to
special limitations.

Recent Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") has recently issued Statement
of Financial Accounting Standards ("SFAS") No. 114 - "Accounting by Creditors
for Impairment of a Loan" which amends SFAS No. 5 - "Accounting for
Contingencies" and SFAS No. 15 - "Accounting by Debtors and Creditors for
Troubled Debt Restructurings." The statement requires that notes receivable be
considered impaired when "based on current information and events, it is
probable that a creditor will be unable to collect all amounts due, both
principal and interest, according to the contractual terms of the loan
agreement". Impairment is to be measured either on the present value of
expected future cash flows discounted at the note's effective interest rate or
if the note is collateral dependent, on the fair value of the collateral. In
October 1994, the FASB issued SFAS No. 118 - "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosure" which amends SFAS No.
114. SFAS No. 118 eliminated the income recognition provisions of SFAS No.
114, substituting disclosure of the creditor's policy of income recognition on
impaired notes. SFAS No. 114 and SFAS No. 118 are both effective for fiscal
years beginning after December 15, 1994. The General Partner has not fully
evaluated the effects of implementing these statements, but expects that they
will not affect the Partnership's interest income recognition policy but may
require the classification of otherwise performing loans as impaired.

36
<PAGE> 37

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants.......................................................... 38

Consolidated Balance Sheets - December 31, 1994 and 1993.................................................... 40

Consolidated Statements of Operations - Years Ended December 31, 1994, 1993 and 1992....................... 42

Consolidated Statements of in Partners' Equity (Deficit) - Years Ended December 31, 1994, 1993 and 1992.... 43

Consolidated Statements of Cash Flows - Years Ended December 31, 1994, 1993 and 1992....................... 44

Notes to Consolidated Financial Statements.................................................................. 46

Schedule III - Real Estate and Accumulated Depreciation..................................................... 68

Schedule IV - Mortgage Loans on Real Estate................................................................ 73
</TABLE>

All other schedules are omitted because they are not required, are not
applicable or the information required is included in the Consolidated
Financial Statements or the notes thereto.

37
<PAGE> 38

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Partners
National Realty, L.P.

We have audited the accompanying consolidated balance sheets of National
Realty, L.P., a limited partnership, as of December 31, 1994 and 1993, and the
related consolidated statements of operations, partners' equity (deficit) and
cash flows for each of the three years in the period ended December 31, 1994.
We have also audited the schedules listed in the accompanying index. These
financial statements and schedules are the responsibility of the Partnership's
Managing General Partner. Our responsibility is to express an opinion on these
financial statements and schedules 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 are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements and
schedules. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedules. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
National Realty, L.P. at December 31, 1994 and 1993, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.

Also, in our opinion, the schedules present fairly, in all material respects,
the information set forth therein.

As described in Note 14, "COMMITMENTS AND CONTINGENCIES - Moorman Settlement,"
the Oversight Committee, formed to oversee the implementation of the Moorman
Settlement, previously has informed the Partnership that it calculates the
amount of the Redeemable General Partner Interest to be less than what the
Managing General Partner calculates. The outcome of this matter cannot
presently be determined and the consolidated financial statements do not
include any adjustments that might result from the outcome of this matter.

The accompanying consolidated financial statements have been prepared assuming
that National Realty, L.P. will continue as a going concern. As described in
Note 14, the Moorman Settlement Agreement provides that the Oversight Committee
can require the Partnership to repurchase the General Partner's interest
for either cash or the issuance of a secured note, payable over three years.

38
<PAGE> 39

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (Continued)

The Partnership's liquidity and operating cash flow is not sufficient to
repurchase the General Partner's interest without asset sales and further
refinancings. These circumstances raise substantial doubt about the
Partnership's ability to continue as a going concern. Management's plans in
regard to this matter are described in Notes 14 and 15. The consolidated
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

BDO Seidman

Dallas, Texas
March 23, 1995

39
<PAGE> 40
NATIONAL REALTY, L.P.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------------------
1994 1993
--------------- ---------------
(dollars in thousands)
<S> <C> <C>
Assets
------

Real estate held for investment
Land........................................ $ 46,842 $ 47,985
Buildings and improvements.................. 352,219 362,116
--------------- ---------------

399,061 410,101
Less - Accumulated depreciation............. (186,161) (186,059)
--------------- ---------------

212,900 224,042

Real estate held for sale.................... 52,511 47,553
Less - Accumulated depreciation............. (23,876) (20,061)
--------------- ---------------

28,635 27,492

Notes and interest receivable, net of
deferred gains ($16,198 in 1994 and
1993)....................................... 13,442 13,379
Less - allowance for estimated losses....... (1,910) (1,910)
--------------- ---------------

11,532 11,469

Cash and cash equivalents.................... 3,748 4,038
Accounts receivable.......................... 1,975 2,005
Prepaid expenses............................. 695 1,066
Escrow deposits and other assets............. 11,500 7,815
Marketable equity securities of affiliate
(at market)................................. 636 593
Deferred financing costs..................... 15,321 17,525
Amounts due from affiliates.................. 3,198 -
--------------- ---------------

$ 290,140 $ 296,045
=============== ===============
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

40
<PAGE> 41
NATIONAL REALTY, L.P.
CONSOLIDATED BALANCE SHEETS (Continued)

<TABLE>
<CAPTION>
December 31,
---------------------------------------
1994 1993
--------------- ---------------
(dollars in thousands)
<S> <C> <C>
Liabilities and Partners' Equity (Deficit)
------------------------------------------

Liabilities
Notes and interest payable.................. $ 326,775 $ 335,200
Pension notes and related interest
payable, net............................... 10,769 9,618
Accrued property taxes...................... 6,967 7,138
Accounts payable and other liabilities...... 5,901 5,128
Tenant security deposits.................... 2,751 2,813
Amounts due to affiliates................... - 1,450
--------------- ---------------

353,163 361,347

Commitments and contingencies

Redeemable General Partner Interest.......... 28,800 21,600

Partners' equity (deficit)
General Partner............................. 2,580 2,480
Limited Partners (2,139,418 units in
1994 and 2,139,607 units in 1993).......... (61,795) (63,931)
Unrealized gain on marketable equity
securities................................. 367 324
--------------- ---------------

(58,848) (61,127)

Redeemable General Partner Interest.......... (32,975) (25,775)
--------------- ---------------

(91,823) (86,902)
--------------- ---------------

$ 290,140 $ 296,045
=============== ===============
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

41
<PAGE> 42
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------------------------------
1994 1993 1992
--------------- --------------- --------------
(dollars in thousands, except per unit)
<S> <C> <C> <C>
Income
Rentals....................................... $ 105,014 $ 99,292 $ 97,849
Interest (including $112 in 1993 and
$129 in 1992 from affiliates).............. 2,430 3,064 3,921
Other......................................... 102 688 300
--------------- --------------- --------------
107,546 103,044 102,070
Expenses
Interest (including $3,339 in 1992
to affiliates)............................. 34,145 34,699 35,982
Depreciation & amortization................... 10,034 10,168 10,503
Property taxes & insurance.................... 11,976 12,991 11,213
Utilities..................................... 11,750 11,073 10,925
Repairs and maintenance....................... 21,896 21,467 21,293
Property-level payroll costs.................. 6,252 6,059 6,166
Other property operation expenses............. 4,401 4,517 4,817
Provision for losses.......................... - - 1,972
Property management fees (including
$619 in 1994, $527 in 1993 and
$956 in 1992 to affiliates)................ 4,518 4,267 4,779
General and administrative (including
$3,596 in 1994, $3,376 in 1993 and
$2,906 in 1992 to affiliates).............. 5,809 5,598 5,377
--------------- --------------- --------------

110,781 110,839 113,027
--------------- --------------- --------------

(Loss) from operations......................... (3,235) (7,795) (10,957)
Gain on sale of real estate.................... 8,252 - 375
Litigation settlement.......................... - - 1,030
--------------- --------------- --------------
Income (loss) before extraordinary gain 5,017 (7,795) (9,552)
Extraordinary gain............................. - 9,046 6,385
--------------- --------------- --------------
Net income (loss).............................. $ 5,017 $ 1,251 $ (3,167)
=============== =============== ==============

Earnings per unit
Income (loss) before extraordinary gain $ 2.30 $ (3.40) $ (3.98)
Extraordinary gain............................. - 3.94 2.66
--------------- --------------- --------------
Net income (loss).............................. $ 2.30 $ .54 $ (1.32)
=============== =============== ==============

Weighted average units of limited
partner interest used in computing
earnings per unit............................. 2,139,524 2,249,330 2,348,478
=============== =============== ==============
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

42
<PAGE> 43
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

Unrealized
Gain on Redeemable
Marketable General Partners'
General Limited Equity Partner Equity
Partner Partners Securities Interest (Deficit)
-------- --------- ---------- ------------ -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1992......... $ 2,518 $ (61,441) $ - $ (19,175) $ (78,098)

Adjustment to Redeemable
General Partner Interest.......... - - - 300 300
Repurchase of units of limited
partner interest.................. - (160) - - (160)
Other.............................. - (25) - - (25)
Net (loss)......................... (63) (3,104) - - (3,167)
-------- --------- --------- ----------- -----------

Balance at December 31, 1992....... 2,455 (64,730) - (18,875) (81,150)

Adjustment to Redeemable
General Partner Interest.......... - - - (6,900) (6,900)
Repurchase of units of limited
partner interest.................. - (39) - - (39)
Unrealized gain on marketable
equity securities of
affiliate......................... - - 324 - 324
Distributions ($.20 per unit)...... - (388) - - (388)
Net income......................... 25 1,226 - - 1,251
--------- --------- --------- ----------- -----------

Balance at December 31, 1993....... 2,480 (63,931) 324 (25,775) (86,902)

Adjustment to Redeemable
General Partner Interest.......... - - - (7,200) (7,200)
Unrealized gain on marketable
equity securities of
affiliate......................... - - 43 - 43
Distributions ($1.30 per unit) - (2,781) - - (2,781)
Net income......................... 100 4,917 - - 5,017
--------- --------- --------- ----------- -----------

Balance at December 31, 1994....... $ 2,580 $ (61,795) $ 367 $ (32,975) $ (91,823)
========= ========= ========= =========== ===========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

43
<PAGE> 44
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------------------
1994 1993 1992
------------ ------------ ------------
(dollars in thousands)
<S> <C> <C> <C>
Cash Flows From Operating Activities
Rentals collected................................ $ 105,415 $ 99,022 $ 97,963
Interest collected............................... 2,354 2,268 3,003
Interest paid (including $4,987 in
1992 to affiliates)........................... (30,673) (30,786) (33,694)
Payments for property operations
(including $619 in 1994, $527 in
1993 and $956 in 1992 to affiliates).......... (63,407) (58,235) (63,328)
General and administrative expenses
paid (including $3,596 in 1994,
$3,376 in 1993 and $2,557 in 1992
to affiliates)................................ (5,894) (5,707) (2,960)
Litigation settlement............................ - - 1,030
Deferred financing costs (including
$2,230 in 1992 to affiliate).................. (727) (1,123) (16,710)
Other............................................ 14 (450) (1,150)
------------ ------------ ------------
Net cash provided by (used in)
operating activities......................... 7,082 4,989 (15,846)

Cash Flows From Investing Activities
Sales of real estate............................. 4,544 199 477
Real estate improvements......................... (5,411) (2,836) (1,706)
Collections on notes receivable.................. 639 646 647
------------ ------------ ------------
Net cash (used in) investing
activities................................... (228) (1,991) (582)

Cash Flows From Financing Activities
Borrowings from financial institutions........... 9,986 3,000 228,715
(Payments to) affiliates, net.................... (4,648) - (19,489)
Payments of mortgage notes payable............... (9,701) (5,928) (191,048)
Refinancing proceeds released
from escrow................................... - 1,000 -
Repurchase of units of limited
partner interest.............................. - (39) (160)
Borrowings (payments) on margin
account....................................... - 8 (109)
Distributions to unitholders..................... (2,781) (388) -
------------ ------------ ------------
Net cash provided by (used in)
financing activities......................... (7,144) (2,347) 17,909
------------ ------------ ------------

Net increase (decrease) in cash and cash
equivalents...................................... (290) 651 1,481
Cash and cash equivalents at beginning of
year............................................. 4,038 3,387 1,906
------------ ------------ ------------

Cash and cash equivalents at end of year.......... $ 3,748 $ 4,038 $ 3,387
============ ============ ============
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

44
<PAGE> 45
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------------------
1994 1993 1992
------------ ------------ -------------
(dollars in thousands)
<S> <C> <C> <C>
Reconciliation of net income (loss) to net
cash provided by (used in) operating
activities
Net income (loss)................................. $ 5,017 $ 1,251 $ (3,167)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities
Depreciation and amortization............... 9,972 10,168 10,503
Provision for losses........................ - - 1,972
Gain on sale of real estate................. (8,252) - (375)
Deferred financing costs, net............... 1,588 1,374 (15,449)
Extraordinary gain.......................... - (9,046) (6,385)
Increase in interest payable................ 1,146 1,135 1,078
Increase (decrease) in other
liabilities.............................. 749 565 (1,035)
(Increase) decrease in other assets......... (3,124) 84 (2,649)
(Increase) in interest receivable........... (14) (542) (339)
------------ ------------ -------------
Net cash provided by (used in)
operating activities................... $ 7,082 $ 4,989 $ (15,846)
============ ============ ============

Schedule of noncash investing activities
Carrying value of real estate acquired
through foreclosure............................ $ - $ 1,736 $ -
Real estate returned to lender through
foreclosure or deed in lieu of foreclosure..... - - 9,348
Notes payable assumed by buyer upon
sale of properties............................. - - 2,439
Forgiveness of notes payable through
foreclosure or deed in lieu of
foreclosure.................................... - - 15,563
Settlement of Accruing Mortgage of $9,946
in exchange for note payable................... - 900 -
Carrying value of real estate recorded upon
purchase of the general partner interest - 6,241 -
Assumption of mortgage note payable
recorded upon purchase of the general
partner interest............................ - 6,115 -
Unrealized gain on marketable equity
securities of affiliate........................ 43 324 -
Notes payable reductions from use of
achievement escrows............................ - 1,771 -
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

45
<PAGE> 46
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying Consolidated Financial Statements of National Realty, L.P. and
consolidated entities (the "Partnership") have been prepared in conformity with
generally accepted accounting principles, the most significant of which are
described in NOTE 2. "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES." These,
along with the remainder of the Notes to Consolidated Financial Statements, are
an integral part of the Consolidated Financial Statements. The data presented
in the Notes to Consolidated Financial Statements are as of December 31 of each
year or for the year then ended, unless otherwise indicated. Dollar amounts in
tables are in thousands, except per unit amounts.

Certain balances for 1993 and 1992 have been reclassified to conform to the
1994 presentation.

NOTE 1. ORGANIZATION

General. National Realty, L.P. ("National Realty") is a Delaware limited
partnership which commenced operations on September 18, 1987 when it acquired
through National Operating, L.P. (the "Operating Partnership" or "NOLP") all of
the assets, and assumed all of the liabilities, of 35 public and private
limited partnerships.

National Realty is the sole limited partner of the Operating Partnership and
owns 99% of the beneficial interest in the Operating Partnership. The general
partner of, and owner of 1% of the beneficial interest in each of, National
Realty and the Operating Partnership is Syntek Asset Management, L.P. (the
"General Partner" or "SAMLP"). Gene E. Phillips is a general partner of SAMLP
with a .95% general partner interest. Syntek Asset Management, Inc. ("SAMI") is
the managing general partner of SAMLP, with a .10% general partner interest in
SAMLP. SAMI, of which Mr. Phillips serves as a director, Chairman of the Board
and Chief Executive Officer, is a company owned by Basic Capital Management,
Inc. ("BCM"). American Realty Trust, Inc. ("ART"), a real estate investment
company of which Mr. Phillips served as Chairman of the Board and director
until November 16, 1992, owns a 76.8% limited partner interest in SAMLP.
Southmark Corporation ("Southmark") owns a 19.2% limited partner interest in
SAMLP. Mr. Phillips and William S. Friedman own the remaining 2.95% limited
partner interest in SAMLP. Mr. Friedman was a general partner of SAMLP until
March 4, 1994. See NOTE 14. "COMMITMENTS AND CONTINGENCIES -Southmark
Litigation."

SAMI, as Managing General Partner of SAMLP, manages the affairs of the
Partnership. In addition, SAMI's corporate parent, BCM, performs certain
administrative functions such as accounting services, mortgage servicing and
portfolio review and analysis for the Partnership on a cost reimbursement
basis. Oscar W. Cashwell, the President and a director of SAMI, also serves as
President of BCM and as a director of ART. BCM is a company owned by a trust
for the benefit of the children of Mr. Phillips. Messrs. Phillips and Friedman
served as directors of BCM until December 22, 1989 and as officers of BCM until
September 1, 1992 and May 1, 1993, respectively. Since February 1, 1990 BCM or

46
<PAGE> 47
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1. ORGANIZATION (Continued)

affiliates of BCM have provided property management services for the
Partnership. Currently, Carmel Realty Services, Ltd. ("Carmel, Ltd."), an
affiliate of BCM, performs such property management services for the
Partnership. See NOTE 11. "GENERAL PARTNER FEES AND COMPENSATION."

In November 1992, the Partnership refinanced 52 of its apartment complexes and
a wraparound note receivable with a financial institution. To facilitate the
refinancing, the Operating Partnership transferred those assets to Garden
Capital, L.P. ("GCLP"), a Delaware limited partnership. The Operating
Partnership is the sole limited partner with a 99.3% limited partnership
interest in GCLP. The Operating Partnership received its limited partnership
interest in exchange for the transfer of the net assets of the 52 apartment
complexes and the wraparound note receivable to GCLP. Garden Capital
Management Incorporated ("GCMI"), a Nevada corporation, is the .7% managing
general partner of GCLP. See NOTE 8. "ACCRUING MORTGAGE."

GCLP transferred the acquired net apartment assets, in exchange for a 99%
limited partnership interest to each of 52 single asset limited partnerships
which were formed for the purpose of operating, refinancing and holding title
to the apartment complexes. The transfer of the 52 apartment complexes and the
wraparound note receivable were effective November 25, 1992.

Except as described under NOTE 14. "COMMITMENTS AND CONTINGENCIES - Moorman
Settlement," all decisions relating to the Partnership, including all decisions
with respect to the acquisition, disposition, improvement, financing or
refinancing of the Partnership's properties or other investments, are made by
the Managing General Partner. However, all decisions with respect to the
acquisition, disposition, improvement, financing or refinancing of the GCLP
properties are made by GCMI or GCI as managing general partner of GCLP or the
single asset partnerships, respectively. BCM performs certain administrative
functions for the Partnership, such as accounting services, mortgage servicing
and portfolio review and analysis, on a cost reimbursement basis. In addition
to property management services discussed above, BCM or affiliates of BCM also
perform loan placement services, leasing services and real estate brokerage and
acquisition services and other services for the Partnership for fees and
commissions. GCMI performs administrative functions, similar to those
performed for the Partnership by BCM, for GCLP on a cost reimbursement basis.
The common stock of GCI and GCMI is owned by John A. Doyle (20%), Richard A.
Green (40%) and Henry W. Simon (40%).

47
<PAGE> 48
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1. ORGANIZATION (Continued)

Participation in net income, net loss and distributions. The limited partners
of National Realty have a 99% interest and the General Partner has an
aggregate 1% interest in the net income or net loss and distributions of
National Realty. National Realty has a 99% and the General Partner has a 1%
interest in the net income or net loss of the Operating Partnership. The 1%
General Partner interest in each of National Realty and the Operating
Partnership is equal to a 1.99% interest on a combined basis. The Operating
Partnership has a 99.3% limited partnership interest and GCMI has a .7% general
partnership interest in the net income or net loss and distributions of GCLP.
GCLP has a 99% interest and GCI has a 1% interest in the net income or net loss
and distributions of the 52 single asset partnerships that hold the apartment
complexes. GCMI's .7% general partner interest in GCLP and GCI's 1% general
partner interest in the single asset partnerships is equal to a 1.68% interest
on a combined basis. For tax purposes limited partners are allocated their
proportionate share of net income or net loss commencing with the calendar
month subsequent to their entry into the Partnership. During the pendency of
the Moorman Settlement Plan (as defined in NOTE 14. "COMMITMENTS AND
CONTINGENCIES - Moorman Settlement"), the General Partner's base compensation,
equal to 10% of the distributions to unitholders from the Partnership's cash
from operations, is waived.

General Partner's capital contribution. In return for its 1% interest in
National Realty, the General Partner was required to make aggregate capital
contributions to the Partnership in an amount equal to 1.01% of the total
initial capital contributions to the Partnership. The General Partner
contributed $500,000 in cash with the remaining contribution evidenced by a
promissory note bearing interest at the rate of 10% per annum compounded
semi-annually payable on the earlier of September 18, 2007, liquidation of the
Partnership or termination of the General Partner's interest in the
Partnership. The principal balance of such promissory note was $4.2 million at
December 31, 1994 and 1993.

In the accompanying Consolidated Balance Sheets, the note receivable from the
General Partner is offset against the Redeemable General Partner Interest as
described in NOTE 14. "COMMITMENTS AND CONTINGENCIES - Moorman Settlement."
The General Partner received its 1% interest in the Operating Partnership in
exchange for its agreement to serve as general partner of the Operating
Partnership. If National Realty issues additional units of limited partner
interest, the General Partner is entitled to maintain its aggregate 1% interest
in each of National Realty and the Operating Partnership without payment of
additional consideration.

GCMI contributed 100% of its economic interest in an apartment complex in
Flagstaff, Arizona, to GCLP as its initial general partner capital
contribution. In March 1993, GCMI contributed the Accruing Mortgage (as
defined in NOTE 8. "ACCRUING MORTGAGE") as a substitute capital contri-

48
<PAGE> 49
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1. ORGANIZATION (Continued)

bution for its .7% general partner interest in GCLP. National Realty
subsequently purchased the Accruing Mortgage for a $900,000 note payable. GCI
received its 1% general partner interest in the single asset partnerships in
exchange for agreeing to manage the property owned by each such partnership.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation. The Consolidated Financial Statements include the
accounts of National Realty, the Operating Partnership, GCLP and consolidated
entities. All significant intercompany balances and transactions have been
eliminated. Minority interests (which are not significant) are included in
other liabilities.

Revenue recognition on the sale of real estate. Sales of real estate are
recognized when and to the extent permitted by Statement of Financial
Accounting Standards No. 66, "Accounting for Sales of Real Estate" ("SFAS No.
66"). Until the requirements of SFAS No. 66 for full profit recognition have
been met, transactions are accounted for using either the deposit, the
installment, the cost recovery or the financing method, whichever is
appropriate.

Real estate and depreciation. Land, buildings and improvements are stated at
the lower of cost or estimated net realizable value, except for foreclosed
properties which are initially recorded at new cost as defined in "Foreclosed
real estate held for sale," below. Properties held for sale are depreciated in
accordance with the Partnership's established depreciation policies. The
subsequent classification of property previously held for sale to held for
investment does not result in a restatement of previously reported revenues,
expenses or net income (loss).

Depreciation is provided on buildings and improvements using the straight-line
method over estimated useful lives of 40 years for buildings and 7 to 25 years
for improvements. Expenditures for renewals and betterments are capitalized
and repairs and maintenance are charged against operations as incurred.

Allowance for estimated losses. A valuation allowance is provided for
estimated losses on notes receivable to the extent that the Partnership's
investment in the notes exceeds the Partnership's estimate of net realizable
value of the collateral securing each such note, or fair value of the
collateral if foreclosure is probable. In estimating net realizable value,
consideration is given to the current estimated collateral value adjusted for
costs to complete or improve, hold and dispose. The provision for losses on
notes receivable is based on estimates, and actual losses may vary from current
estimates. Such estimates are reviewed periodically and any additional
provision determined to be necessary is charged against earnings in the period
in which it becomes reasonably estimable.

49
<PAGE> 50
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreclosed real estate held for sale. Foreclosed real estate is recorded at
new cost, defined as the lower of original cost or fair value minus estimated
costs of sale.

Interest recognition on notes receivable. It is the Partnership's policy to
cease recognizing interest income on notes receivable that have been delinquent
for 60 days or more. In addition, accrued but unpaid interest income is only
recognized to the extent that the net realizable value of underlying collateral
exceeds the carrying value of the receivable.

Deferred financing costs. Deferred financing costs are capitalized and
amortized on the interest-rate method over the term of the related loans.

Present value discounts. The Partnership provides for present value discounts
on notes receivable or payable that have interest rates that differ
substantially from prevailing market rates and amortizes such discounts by the
interest method over the lives of the related notes. The factors considered in
determining a market rate for receivables include the borrower's credit
standing, nature of the collateral and payment terms of the note.

Marketable equity securities of affiliate. Marketable equity securities are
considered to be available-for-sale and are carried at fair value, defined as
period end closing market value. Net unrealized holding gains are reported as
a separate component of partners' equity until realized.

Fair value of financial instruments. The Partnership used the following
assumptions in estimating the fair value of its notes receivable, marketable
equity securities and notes payable. For performing notes receivable, the fair
value was estimated by discounting future cash flows using current interest
rates for similar loans. For nonperforming notes receivable, the estimated
fair value of the Partnership's interest in the collateral property was used.
For marketable equity securities, fair value was the year end closing market
price of each security. The estimated fair values presented do not purport to
represent amounts to be ultimately realized by the Partnership. The amounts
ultimately realized may vary significantly from the estimated fair values
presented. For notes payable, the fair value was estimated using current rates
for mortgages with similar terms and maturities, which, at December 31, 1993
and 1994, approximated carrying value.

Cash equivalents. For purposes of the Consolidated Statements of Cash Flows,
the Partnership considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

50
<PAGE> 51
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings per unit. Income (loss) per unit of limited partner interest is
computed based upon the weighted average number of units outstanding during
each year. Accordingly, net income (loss) per unit is derived by dividing
98.01% of the Partnership's net income (loss) by 2,139,524, 2,249,330 and
2,348,478 units for 1994, 1993 and 1992, respectively.

NOTE 3. REAL ESTATE AND DEPRECIATION

In June 1993, a wholly-owned subsidiary of the Partnership acquired the 2.5%
general partner interest in Club Mar Realty Group, Ltd. for $17,500. The
Partnership also holds a senior preferred limited partner interest and receives
100% of the property's cash flow after debt service and is responsible for
funding cash flow deficiencies. Club Mar Realty Group, Ltd. is a Florida
limited partnership which owns the Club Mar Apartments in Sarasota, Florida.
The Partnership recorded the purchase of the general partner interest and the
acquisition of the apartments at their fair market value of $6.2 million and
the assumption of $6.1 million in first mortgage debt.

Also in June 1993, a wraparound mortgage note receivable with an original
principal balance of $5.8 million secured by the Whispering Pines Apartments in
Canoga Park, California, became nonperforming. On February 4, 1994, the
Partnership obtained, through foreclosure proceedings, title to the collateral
property. The Partnership recorded an insubstance foreclosure of the
collateral property as of December 31, 1993. No loss resulted from the
foreclosure as the fair market value of the collateral property (minus
estimated costs of sale) exceeded the carrying value, net of deferred gains, of
the mortgage note receivable.

As of March 17, 1995, the Harbour Point Apartments, a 182 unit apartment
complex in Miami, Florida were under contract for sale. The Oversight
Committee has approved the terms of the pending sale and the Partnership
anticipates finalizing such sale during the second quarter of 1995. The
apartment complex has been reclassified to real estate held for sale in the
accompanying December 31, 1994, Consolidated Balance Sheet.

51
<PAGE> 52
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4. NOTES RECEIVABLE

Notes and interest receivable consisted of the following:

<TABLE>
<CAPTION>
1994 1993
--------------------------------- -------------------------------
Estimated Estimated
Fair Book Fair Book
Value Value Value Value
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Notes receivable
Performing..................... $ 25,689 $ 25,926 $ 31,864 $ 26,122
Nonperforming.................. 2,528 3,447 1,891 3,447
-------------- ------------ ------------ ------------
$ 28,217 29,373 $ 33,755 29,569
============== ============
Interest receivable............... 115 101
Unamortized (discounts)/
premiums....................... 152 (93)
Deferred gains.................... (16,198) (16,198)
------------ ------------
$ 13,442 $ 13,379
============ ============
</TABLE>

The Partnership does not recognize interest income on nonperforming notes
receivable. Notes receivable are considered to be nonperforming when they
become 60 days or more delinquent. For 1994, 1993 and 1992, unrecognized
interest income on nonperforming notes totaled $372,000, $924,000 and $325,000,
respectively.

The notes receivable mature from 1995 through 2000 with interest rates ranging
from 8.0% to 11.5% with a weighted average interest rate of 10.2%.
Discounts/premiums were based on interest rates at the time of origination.
Notes receivable are nonrecourse and are generally collateralized by real
estate. The majority of the notes receivable require monthly payments of
interest only with "balloon" principal payments at the end of their respective
terms.

Deferred gains result from property sales where the buyer has either made an
inadequate down payment or has not met the continuing investment test of SFAS
No. 66.

As discussed in NOTE 3. "REAL ESTATE AND DEPRECIATION," as of December 31,
1993, the Partnership recorded the insubstance foreclosure of Whispering Pines
Apartments in Canoga, Park, California, the collateral property securing a
wraparound mortgage note receivable.

52
<PAGE> 53
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4. NOTES RECEIVABLE (Continued)

and a first lien mortgage note with a carrying value of $1.2 million prior to
transfer. In return, the Partnership received a $447,000 senior participation
in a note secured by land in Granby, Colorado, a $1.5 million participation in
a note secured by a country club in the Ka'u District of Hawaii, a 10% limited
partner interest in the partnership owning the country club, valued at $1.5
million, a $213,000 first lien mortgage note secured by land in Denver,
Colorado and $1.0 million in cash. The Asset Sales Agreement included put and
guaranty provisions.

In March 1992, the insurance company was placed in receivership. In June 1992,
the Partnership provided notice to the insurance company, under the terms of
the put and guaranty provisions, of its desire to divest itself of all the
assets received. The Receiver refused to allow the enforcement of the terms of
the Asset Sales Agreement. In September 1992, the Court approved the
Receivers' Petition for an Order of Liquidation for the insurance company. The
Partnership has reached a settlement with the Receiver, which was approved by
the court on February 15, 1995. Under the terms of the settlement, the
insurance company will return to the Partnership the senior participations in
the wraparound mortgage notes secured by the shopping centers in Las Vegas,
Nevada and La Crosse, Wisconsin. In exchange, the Partnership will return all
of the assets that it received from the insurance company other than the first
lien mortgage note secured by the land in Denver, Colorado, which had been
foreclosed and sold by the Partnership, and $657,000 in cash. The Partnership
has further agreed to purchase from the insurance company the first lien note
secured by the land in Granby, Colorado and a second lien note secured by
commercial condominiums also in Granby, Colorado for $550,000. The asset
transfers and purchase are anticipated to occur in the second quarter of 1995.
The settlement requires the Partnership to pay interest on the cash portion of
the settlement from March 17, 1995 until the asset transfers and purchase are
completed. Interest is payable monthly.

In 1992, the Partnership determined that the fair value of the underlying
collateral securing one of the participations and a note receivable received
was not sufficient to satisfy the Partnership's participation interests and
accordingly, the Partnership recorded a $1.6 million provision for loss to
provide for such deficiency.

53
<PAGE> 54
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5. ALLOWANCE FOR ESTIMATED LOSSES

Activity in the allowance for estimated losses was as follows:

<TABLE>
<CAPTION>
1994 1993 1992
------------- ------------ ------------
<S> <C> <C> <C>
Balance January 1,....................... $ 1,910 $ 1,989 $ 433
Provision for losses..................... - - 1,556
Amounts charged off...................... - (79) -
------------- ------------ ------------
Balance December 31,..................... $ 1,910 $ 1,910 $ 1,989
============= ============ ============
</TABLE>

In addition to the provision for losses in 1992, $416,000 was charged against
earnings to write-down one of the Partnership's office buildings to the balance
of the related nonrecourse mortgage debt. The property was subsequently
foreclosed.

NOTE 6. INVESTMENTS IN MARKETABLE EQUITY SECURITIES OF AFFILIATE

The Partnership owns 48,933 shares of the common stock of ART, a real estate
investment company, which the Partnership acquired in open market purchases in
1990. The Partnership considers the ART common shares as available-for-sale
and they are therefore carried at fair value (period end market value). The
market value of the ART common stock was $636,000 at December 31, 1994 and
$593,000 at December 31, 1993.

NOTE 7. NOTES PAYABLE

Notes payable at December 31, 1994 and 1993 are collateralized by land,
buildings and improvements and are generally nonrecourse to the partnership.
The GCLP mortgage debt, as discussed below, is cross-collateralized and
cross-defaulted among the apartment complexes and wraparound note receivable
that serve as collateral for such debt. The notes payable outstanding at
December 31, 1994 bear interest at stated rates ranging from 5.0% to 15.0% with
a weighted average rate of 9.1% and such notes have maturities or call dates
ranging from one to 29 years.

54
<PAGE> 55
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7. NOTES PAYABLE (Continued)

In September 1994, the Partnership sold the Creekwood Apartments in College
Park, Georgia for $6.0 million. The Partnership has accounted for the sale as
a financing transaction, due to the Partnership having provided financing of
the purchaser's down payment. On the date of sale, the purchaser obtained new
first mortgage financing from an independent lending institution in the amount
of $3.0 million. The Partnership received $1.3 million in excess proceeds from
the new financing, after the payoff of the existing mortgage in the amount of
$1.1 million and the funding of required repair escrows and closing costs
associated with the financing. The Partnership has recorded the extinguishment
of the then existing mortgage as well as the new first mortgage. The new first
mortgage bears interest at a variable rate, currently 7.8% per annum, requires
monthly payments of principal and interest, currently $24,000 and matures in
September 1997.

In August 1993, the Partnership refinanced the Regency Pointe Shopping Center
in Jacksonville, Florida receiving net cash of $788,000 after the payment of
the then existing mortgage debt of $1.6 million, associated closing costs and
funding of required repair and maintenance escrows. The Partnership has
guaranteed 50% of the $3.0 million mortgage debt.

During 1993, achievement escrows totaling $1.8 million were applied against
principal balances on three mortgage loans, $524,000 was applied to reduce the
mortgage debt secured by the Granada Apartments in Bellevue, Nebraska, net of
$66,000 of prepayment penalties, $924,000 was applied against the mortgage
debt secured by the Vineyards Apartments in Broadview Heights, Ohio, net of
$117,000 of prepayment penalties and $323,000 was applied against the mortgage
debt secured by the Brookview Apartments in Smyrna, Georgia, net of $45,000
prepayment penalties. All prepayment penalties are included in interest
expense in the accompanying Consolidated Statements of Operations.

55
<PAGE> 56
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7. NOTES PAYABLE (Continued)

In November 1992, the Partnership transferred the net assets of 52 apartment
complexes and a wraparound note receivable to GCLP, which then refinanced such
assets with a financial institution through the issuance of a $223 million
blanket mortgage. GCLP used the refinancing proceeds to pay off the mortgage
debt of the 52 properties and the wraparound note receivable of $175.1 million,
after prepayment penalties and discounts, a line of credit of $21.9 million,
including accrued but unpaid interest, and make a $8.5 million principal
paydown on the Accruing Mortgage. (See NOTE 8. "ACCRUING MORTGAGE.")
Refinancing proceeds of $3.8 million were deposited in four escrow accounts, as
discussed below. After fees and other closing costs of $12.0 million were
paid, net refinancing proceeds of $1.7 million remained. In 1992, the
Partnership recorded an extraordinary loss of $614,000 as a result of
prepayment penalties and deferred borrowing costs.

In conjunction with the refinancing, four escrow accounts were established and
GCLP made an initial deposit totaling $3.8 million from the refinancing
proceeds. The recurring replacement escrow requires monthly deposits of
$232,000 and such funds will be used for capital repairs, replacements and
improvements. The capital replacement escrow required monthly deposits which
totaled $1.7 million in 1994 and $800,000 in 1993. These funds will also be
used for capital replacement, repair work and environmental compliance as
specified in the loan agreement. No capital replacement escrow deposits are
required in 1995. The credit enhancement escrow requires monthly deposits
totaling $3.3 million in 1995 ($3.0 million in each of 1993 and 1994), $3.5
million in 1996 and $2.0 million for each of 1997, 1998 and 1999 up to an
aggregate maximum amount of $18.5 million. These funds will be used to fund
any operating shortfalls. A tax and insurance escrow was also established
which requires monthly payments based on projections of real estate taxes and
insurance.

Also in conjunction with the GCLP refinancing, a letter of credit was provided
by a financial institution for a term of not less than five years and in the
amount of $12.5 million. The letter of credit may be drawn upon by GCLP to
pay any operating shortfalls, provided such funds are not on deposit in the
credit enhancement escrow, described above, which is to be used, first, to fund
operating shortfalls. The letter of credit will be reduced by the amount of
(i) each draw on the letter of credit, (ii) each credit enhancement escrow
deposit and (iii) any additional deposits made to the credit enhancement escrow
account in excess of the requirement. No amounts have been drawn under the
letter of credit.

[THIS SPACE INTENTIONALLY LEFT BLANK.]

56
<PAGE> 57
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7. NOTES PAYABLE (Continued)

Scheduled notes payable principal payments (including pension notes) are due as
follows:

<TABLE>
<S> <C>
1995.................................... $ 7,427
1996.................................... 24,309
1997.................................... 26,746
1998.................................... 14,376
1999.................................... 44,018
Thereafter.............................. 218,975
--------
$335,851
========
</TABLE>

NOTE 8. ACCRUING MORTGAGE

In connection with its formation in January 1987, the Partnership
restructured $12.7 million of obligations (including certain mortgages,
payables and accrued interest) due to Southmark or its affiliates into an
"Accruing Mortgage". The Accruing Mortgage had a maturity date of
September 18, 1994 and was secured by Partnership properties. In November
1992, an affiliate of GCMI, the managing general partner of GCLP, a 99.3%
owned limited partnership, acquired the Accruing Mortgage. In connection
with the GCLP refinancing $8.5 million was paid against the principal
balance and one of the Partnership's collateral apartment complexes was
released and the recourse provisions of the Accruing Mortgage were
canceled. In March 1993, the holder of the Accruing Mortgage merged into
GCMI and GCMI contributed such mortgage at an agreed value of $900,000 as a
substitute capital contribution for its .7% general partner interest in
GCLP. In March 1993, the Partnership acquired the Accruing Mortgage from
GCLP in exchange for a $900,000 noninterest bearing unsecured demand note
in full satisfaction of principal and accrued but unpaid interest. As
stated above, the Partnership owns a 99.3% limited partner interest in
GCLP. In 1993, the Partnership recognized an extraordinary gain of $9.0
million from the discounted acquisition of the Accruing Mortgage.

NOTE 9. PENSION NOTES

In connection with its formation, the Partnership issued $4.7 million of 8%
subordinated Pension Notes to certain investors in exchange for their
interest in the net assets of certain of the "rolled-up" partnerships.
The Pension Notes are issued under an Indenture between the Partnership
and Bank of America Texas as successor Trustee. The Pension Notes are
unsecured, subordinated obligations of the Partnership and bear interest at
the rate of 8% compounded annually. Principal and interest are to be paid
upon maturity on September 18, 1997 or earlier redemption. At December 31,
1994, such redemption amount was $10.8 million, including accrued but
unpaid interest.

The Pension Notes are redeemable at the option of the Partnership at any
time, in whole or in part, at 100% of the principal amount plus accrued

57
<PAGE> 58
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9. PENSION NOTES (Continued)

and unpaid interest to the date of redemption. The Pension Notes are also
subject to mandatory redemption if the Partnership's current value net
worth (as defined in such Indenture) on the last day of each of any two
consecutive fiscal quarters is less than 175% of the aggregate redemption
price of Pension Notes then outstanding.

The 8% stated interest rate on the Pension Notes is different than the
assumed market rate at the time of issuance. Such discount is being
amortized over the term of the Pension Notes using the interest method.
Interest expense of $1,151,000, $1,028,000 and $918,000 was recognized on
the Pension Notes for the years 1994, 1993 and 1992, respectively.

NOTE 10. WARRANTS

Pursuant to the Moorman Settlement Agreement, the Partnership issued on
February 14, 1992, 2,692,773 warrants to purchase an aggregate of 673,193
of its units of limited partner interest subject to adjustment. Each
warrant initially entitled the holder thereof to purchase one quarter of
one unit at the exercise price ($11.00 per warrant). The initial exercise
price was equal to $44.00 per unit and increased to $48.00 per unit on
February 14, 1993, subject to adjustment. The warrants are exercisable for
five years from the February 14, 1992 date of issuance or until earlier
redemption. See NOTE 14. "COMMITMENTS AND CONTINGENCIES - Moorman
Settlement."

NOTE 11. GENERAL PARTNER FEES AND COMPENSATION

General. Mr. Phillips is a general partner of SAMLP, the Partnership's
General Partner. Mr. Phillips serves as a director, Chairman of the Board
and Chief Executive Officer of SAMI, the Partnership's Managing General
Partner. Mr. Cashwell serves as a director and President of SAMI as well
as President of BCM. Messrs. Phillips and Cashwell are also officers or
directors of various real estate entities. These entities may have the
same objectives and may be engaged in activities similar to those of the
Partnership.

Property Management Fees. As compensation for providing property
management services to the Partnership's properties, as provided in the
Partnership Agreement, the General Partner or an affiliate of the General
Partner is to receive a reasonable property management fee. Since February
1, 1990, affiliates of the Managing General Partner have provided property
management services to the Partnership. Currently, Carmel Realty
Services, Ltd. ("Carmel, Ltd.") provides such property management services
for a fee of 5% or less of the monthly gross rents collected on the
properties under its management. Carmel, Ltd. subcontracts with other
entities for the property-level management services to the Partnership at
various rates. The general partner of Carmel, Ltd. is BCM. The limited
partners of Carmel, Ltd. are (i) Syntek West, Inc. ("SWI"), of which Mr.
Phillips is the sole shareholder, (ii) Mr. Phillips and (iii) a trust for
the benefit of the

58
<PAGE> 59
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11. GENERAL PARTNER FEES AND COMPENSATION (Continued)

children of Mr. Phillips. Carmel, Ltd. subcontracts the property-level
management and leasing of twelve of the Partnership's commercial properties
to Carmel Realty, Inc. ("Carmel Realty") which is a company owned by SWI.
Carmel Realty is entitled to receive property and construction management
fees and leasing commissions in accordance with the terms of its property-
level management agreement with Carmel, Ltd. Carmel, Ltd. does not perform
property management services for GCLP.

Leasing Commissions. As compensation for providing leasing and rent-up
services for a Partnership property, as provided in the Partnership
Agreement, the General Partner or an affiliate of the General Partner shall
be paid a reasonable leasing commission.

Reimbursement of Administrative Expenses. To the extent that officers or
employees of the general partners or any of their affiliates participate in
the operation or administration of the Partnership or GCLP, the general
partners and their affiliates are to be reimbursed under the partnership
agreements for salaries, travel, rent, depreciation, utilities and general
overhead items incurred and properly allocable to such services. Such
amounts are included in General and Administrative expense in the
accompanying Consolidated Statements of Operations.

General Partner Compensation. As base compensation for providing
administrative and management services under the Partnership Agreement, the
General Partner is entitled to receive from the Partnership an annual
partnership management fee equal to 10% of distributions made in each
calendar year of Cash from Operations, as defined in the Partnership
Agreement, for the calendar year, payable within 90 days after the end of
that calendar year. As additional incentive compensation, the General
Partner is entitled to receive in each calendar year an amount equal to 1%
of the Average Unit Market Price, as defined in the Partnership Agreement,
for that calendar year. Provided, however, that no incentive compensation
is payable unless distributions of cash from operations exceed 6% of the
Exchange Value of the original assets, also as defined in the Partnership
Agreement. The General Partner has waived its base compensation during the
pendency of the Moorman Settlement Agreement.

Real Estate Brokerage Commissions. The General Partner or an affiliate of
the General Partner may, pursuant to the Partnership Agreement, charge a
reasonable real estate brokerage commission, payable at the time the
Partnership acquires title to, or beneficial ownership in, an acquired
property. Upon the sale of any Property by the Partnership, the General
Partner or an affiliate of the General Partner may, pursuant to the
Partnership Agreement, charge a reasonable real estate brokerage
commission, payable at the time the Partnership transfers title to the
property. In each case, such commissions are payable only if the General
Partner or such affiliate actually performed brokerage services.

59
<PAGE> 60
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11. GENERAL PARTNER FEES AND COMPENSATION (Continued)

Incentive Disposition Fee. Under the Partnership Agreement, the General
Partner or an affiliate of the General Partner is paid a fee equal to 10%
of the amount, if any, by which the Gross Sales Price, as defined in the
Partnership Agreement, of any property sold by the Partnership exceeds 110%
of the Adjusted Cost, also as defined in the Partnership Agreement, of such
property.

Acquisition Fees. As compensation under the Partnership Agreement for
services rendered in structuring and negotiating the acquisition by the
Partnership of any property, other than an Initial Property, as defined in
the Partnership Agreement, the General Partner or an affiliate of the
General Partner is paid a fee in an amount equal to 1% of the Original
Cost, also as defined in the Partnership Agreement, of such property.

Fees For Additional Services. Under the Partnership Agreement the General
Partner or an affiliate of the General Partner may provide services other
than those set out above for the Partnership in return for reasonable
compensation.

Fees and cost reimbursement to SAMLP, the General Partner of the
Partnership and its affiliates:

<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Property and construction
management fees*................... $ 725 $ 527 $ 956
Loan placement fees................... 30 30 2,325
Real estate commissions............... 444 - 93
Leasing commissions................... 102 159 93
Reimbursement of administrative
expenses........................... 2,868 2,539 2,798
------ ------ ------
$4,169 $3,255 $6,265
====== ====== ======

----------------------------------
</TABLE>

* Net of property management fees paid to subcontractors, other than
Carmel Realty.

Cost reimbursements to GCMI, the general partner of GCLP:

<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Reimbursement of administrative
expenses........................ $ 728 $ 837 $ 108
====== ====== ======
</TABLE>

Rent. The office building which serves as headquarters for the
Partnership, BCM and other entities managed by BCM or Mr. Phillips is
located in Dallas, Texas. The office building is owned by Search/Lodges
Diversified, L.P., in which BCM is a limited partner. The Partnership

60
<PAGE> 61
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11. GENERAL PARTNER FEES AND COMPENSATION (Continued)

leased its office space under a four-year lease which expired in October
1994 and which continued on a month to month basis through December 31,
1994. Total rent expense paid by the Partnership to BCM was $313,000 in
1994, $301,000 in 1993 and $288,000 in 1992.

NOTE 12. RENTALS UNDER OPERATING LEASES

The Partnership's rental operations include the leasing of office buildings
and shopping centers. The leases thereon expire at various dates through
2013. The following is a schedule of minimum future rentals on non-
cancelable operating leases as of December 31, 1994:

<TABLE>
<S> <C>
1995.......................................... $ 8,792
1996.......................................... 7,653
1997.......................................... 5,552
1998.......................................... 3,869
1999.......................................... 2,987
Thereafter.................................... 15,646
-------
$44,499
=======
</TABLE>

NOTE 13. INCOME TAXES

The Partnership's partners include their share of partnership income or
loss in their respective tax returns and, accordingly, no income taxes have
been provided in the accompanying Consolidated Statements of Operations.

In December 1987, Congress passed legislation requiring certain publicly
traded partnerships to be taxed as corporations. National Realty qualifies
for "grandfather" treatment and will be treated as a partnership for
federal tax purposes until at least 1997, unless the Partnership adds a
substantial new line of business, which would require approval of the
Oversight Committee (see NOTE 14. "COMMITMENTS AND CONTINGENCIES - Moorman
Settlement") and will continue to be so treated thereafter if 90% or more
of its gross income consists of qualifying income from real estate
activities. As presently operated, the Partnership meets this
qualification.

Under the legislation, Partnership losses are suspended for limited
partners and carried forward to offset future income or gain from the
Partnership's operations or gain upon a limited partner's disposition of
all units held. Any remaining income will be taxed as portfolio income.

NOTE 14. COMMITMENTS AND CONTINGENCIES

Moorman Settlement

The Partnership is party to a settlement agreement, dated as of May 9,
1990, between plaintiffs Joseph B. Moorman, et al. and defendants Robert A.
McNeil, National Realty, the Operating Partnership, SAMLP, Messrs.

61
<PAGE> 62
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14. COMMITMENTS AND CONTINGENCIES (Continued)

Moorman Settlement (Continued)

Phillips and Friedman, and Shearson Lehman Hutton Inc., successor-in-
interest to defendant E.F. Hutton & Company Inc., relating to the action
entitled Moorman, et al. v. Southmark Corporation, et al. Such action was
filed on September 2, 1987, in the Superior Court of the State of
California, County of San Mateo. On May 9, 1990, the Partnership agreed to
settle such action pursuant to the terms of a written agreement (the
"Moorman Settlement Agreement"). On June 29, 1990, after a hearing as to
its fairness, reasonableness and adequacy, the Moorman Settlement Agreement
was granted final court approval.

By agreeing to settle the Moorman action, the Partnership, SAMLP, and
Messrs. Phillips and Friedman did not and do not admit any liability
whatsoever.

The terms of the Moorman Settlement Agreement are complex and the following
summary is qualified in its entirety by reference to the text thereof,
which was previously included as an exhibit to a Partnership filing with
the Securities and Exchange Commission. The Moorman Settlement Agreement
provides for a plan (the "Moorman Settlement Plan") consisting of, among
other things, the following: (i) the appointment and operation of a
committee (the "Oversight Committee"), to oversee the implementation of the
Moorman Settlement Plan, (ii) the appointment and operation of an audit
committee having a majority of members unaffiliated with Messrs. Phillips
and Friedman or SAMLP, (iii) the establishment of specified annually
increasing targets described below (each a "Target") for each of the next
five years through May 1995, relating to the price of the units of limited
partner interest as decreased for certain distributions to unitholders,
(iv) an agreement by SAMLP not to seek reimbursement of greater than
$500,000 per year for Messrs. Phillips' and Friedman's salaries for serving
as general partners of SAMLP, (Mr. Friedman resigned as general partner of
SAMLP effective March 4, 1994) and a deferral of such payments until such
time as a Target may be met, and, if SAMLP resigns as General Partner, a
waiver of any compensation so deferred, (v) a deferral until such time as a
Target may be met of certain future annual General Partner compensation
payable, pursuant to the Partnership's governing documents, to SAMLP or
its affiliates, and, if SAMLP resigns as General Partner, a waiver of any
compensation so deferred, (vi) the required distribution to unitholders of
all the Partnership's operating cash flow in excess of certain renovation
costs, unless the Oversight Committee approves alternative uses for such
operating cash flow, (vii) the issuance of Warrants to purchase an
aggregate of up to 687,500 units (the "Warrants") to Class Members, (viii)
the contribution by certain co-defendants of cash and notes payable to the
Partnership aggregating $5.5 million (including $2.5 million to be
contributed by SAMLP and its general partners over a four-year period),
(ix) the amendment of the Partnership Agreement to reduce the vote required
to remove the General Partner from a two-thirds vote to a majority vote of
the units, (x) the

62
<PAGE> 63
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14. COMMITMENTS AND CONTINGENCIES (Continued)

Moorman Settlement (Continued)

Partnership's redemption of its unit purchase rights and an agreement not
to adopt a similar rights plan without Oversight Committee approval and
(xi) the Partnership's payment of certain settlement costs, including
plaintiffs' attorneys' fees in the amount of $3.4 million. The Moorman
Settlement Plan will remain in effect until SAMLP has resigned as General
Partner and a successor general partner is elected and takes office, and
the Warrants will remain exercisable for five years from the February 14,
1992 date of issuance or until earlier redemption.

In May 1991, 1992 and 1993, SAMLP, on behalf of itself and its general
partners, made the first three of its four annual payments of $631,000
(including accrued interest), to the Partnership, as required by the
Moorman Settlement Agreement. The final payment of $631,000 was paid in
May 1994.

If Targets are not met for any two successive years of the Moorman
Settlement Plan or for the final year of the Moorman Settlement Plan, SAMLP
will be required to withdraw as General Partner effective at the time a
successor general partner is elected. Upon, among other things, the
withdrawal of SAMLP as General Partner and the due election and taking
office of a successor, the Moorman Settlement Plan would terminate.

The Targets for the first and second anniversary dates were not met. Since
the Targets were not met for two successive years, the Moorman Settlement
Agreement requires that SAMLP resign as General Partner, effective upon the
election and qualification of its successor. On July 8, 1992, SAMLP
notified the Oversight Committee of the failure to meet the Target for two
successive years.

Upon, among other things, the withdrawal of SAMLP as General Partner and
the due election and taking office of a successor, the Moorman Settlement
Plan will terminate. Withdrawal of SAMLP as General Partner pursuant to the
Moorman Settlement Agreement requires unitholders to elect a successor
general partner by majority vote. Upon the withdrawal or removal of the
General Partner without the selection of a successor, the Partnership would
be dissolved.

The Moorman Settlement Agreement provides that between the date of the
certification causing the General Partner's resignation and the date a
successor general partner takes office, the resigning General Partner shall
limit its activities, as General Partner, to the conduct of the business of
the Partnership in the ordinary course, shall not, without consent of the
Oversight Committee, purchase or sell any real estate or other assets of
the Partnership not in progress on said date, shall cooperate in the
election of a successor general partner and shall coop-

63
<PAGE> 64
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14. COMMITMENTS AND CONTINGENCIES (Continued)

Moorman Settlement (Continued)

erate with its successor to facilitate a change in the office of General
Partner of the Partnership. The resigning General Partner will continue to
receive fees, expenses and distributions, if any, while the solicitation is
prepared.

Any dispute between the General Partner and the Oversight Committee
concerning the operation of the Moorman Settlement Agreement is to be
resolved by the Judge (the "Supervising Judge") appointed pursuant to the
Moorman Settlement Agreement to supervise its implementation.

The withdrawal of the General Partner would require the Partnership to
acquire the General Partner's interest in the Partnership (the "Redeemable
General Partner Interest") at its then fair value, and to pay certain fees
and other compensation, as provided in the Partnership Agreement and the
Moorman Settlement Agreement. Under the Moorman Settlement Agreement,
payment for such Redeemable General Partner Interest, fees and other
compensation may, at the Oversight Committee's option, be paid over a three
year period pursuant to a secured promissory note bearing interest at the
prime rate and containing commercially reasonable terms and collateral.
Under the Moorman Settlement Plan, the purchase price for Redeemable
General Partner Interest would be calculated, as of the time SAMLP
withdraws as General Partner under the Partnership's governing documents.
The Managing General Partner has calculated the Redeemable General Partner
Interest at December 31, 1994 to be $33.0 million, and believes there has
been no material change in such value since such date. The Partnership
would be entitled to offset against any such payment the then outstanding
principal balance ($4.2 million at December 31, 1994) plus all accrued but
unpaid interest ($4.3 million at December 31, 1994) on the note receivable
from SAMLP described in NOTE 1. "ORGANIZATION." In the accompanying
Consolidated Financial Statements, the Redeemable General Partner Interest
is shown as a reduction of Partners' Equity. The note receivable from the
General Partner has been offset against the Redeemable General Partner
Interest. The Oversight Committee previously has informed the Partnership
that it calculated the amount of such Redeemable General Partner Interest
to be less than the amount calculated by the Managing General Partner.
When SAMLP withdraws as General Partner of the Partnership, the value of
the Redeemable General Partner Interest would depend on the fair value of
the Partnership's assets at the time of calculation and there can be no
assurance that the Redeemable General Partner Interest, fees and other
compensation payable on any such withdrawal will not be substantially
higher or lower than any current estimate or calculation. Any dispute
pertaining to the amount of Redeemable General Partner Interest upon
withdrawal of SAMLP, will be resolved by the Supervising Judge.

On January 27, 1995, National Realty, SAMLP and the Oversight Committee
executed an Implementation Agreement which provides for the nomination

64
<PAGE> 65
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14. COMMITMENTS AND CONTINGENCIES (Continued)

Moorman Settlement (Continued)

of a successor general partner and for the resolution of all related
matters under the Moorman Settlement. The Implementation Agreement is
subject to receipt of a notice from the proposed successor general partner
nominee that it consents to stand for election as the successor general
partner.

The Implementation Agreement shall be submitted to the Supervising Judge
for tentative approval and approval of the notice to be sent to the
original class members. Upon final approval by the Supervising Judge, the
proposal to elect the successor general partner will be submitted to the
unitholders of National Realty for a vote. In addition, the unitholders
will vote upon amendments to the National Realty partnership agreement
which relate to the proposed compensation of the successor general partner
and other related matters.

Upon approval by the unitholders, SAMLP shall resign as General Partner and
the successor general partner shall take office. If the required approvals
are obtained, National Realty anticipates that the successor general
partner may be elected and take office during the third or fourth quarter
of 1995.

The Implementation Agreement provides that SAMLP, and its affiliates owning
units in National Realty, shall not vote to remove the successor general
partner, except for removal with cause, for a period of thirty months from
the date the successor general partner takes office. In addition, the
Supervising Judge shall make a determination of any amounts which National
Realty may owe to SAMLP upon SAMLP's withdrawal as General Partner and any
amounts which SAMLP or its affiliates may owe to National Realty. Any
amounts which National Realty may be determined to owe to SAMLP may be paid
by National Realty over a period of time to be determined by the parties on
terms which shall not hinder National Realty's ability to meet its other
financial obligations.

Upon the election and taking office of the successor general partner, the
Moorman Settlement Plan and the Oversight Committee shall terminate. If
the successor general partner nominee does not stand for election or is not
elected, the existing Moorman Settlement Agreement shall remain in full
force and effect and all of the provisions of the Implementation Agreement
shall be voided.

Southmark Litigation

During 1990 and 1991, several adversary proceedings were initiated against
the Partnership and others by Southmark and its affiliates. In December
1991, the Partnership and several other parties entered into a
comprehensive settlement of litigation with Southmark, which settled all
actions between Southmark and its affiliates and the Partnership and its
affiliates.

65
<PAGE> 66
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14. COMMITMENTS AND CONTINGENCIES (Continued)

Southmark Litigation (Continued)

Pursuant to the settlement, Southmark received $13.2 million from the
various settling parties. The final installment of $1.3 million was paid
by the settling parties in July 1994. Of the $13.2 million paid to
Southmark, the Partnership paid $1.8 million, the net amount which it had
recorded as due to Southmark as of the date the settlement was entered
into. Southmark also received from ART a 19.2% limited partner interest in
SAMLP, the General Partner of the Partnership. ART had an option to
repurchase the SAMLP partnership interest from Southmark for $2.4 million,
such option expired December 27, 1994.

Other Litigation

The Partnership is also involved in various other lawsuits arising in the
ordinary course of business. Management of the Partnership is of the
opinion that the outcome of these lawsuits will have no material impact on
the Partnership's financial condition.

NOTE 15. LIQUIDITY

As discussed in NOTE 14. "COMMITMENTS AND CONTINGENCIES - Moorman
Settlement," the Managing General Partner is required to resign upon the
election and qualification of its successor. Under the Moorman Settlement
Plan, payment for such Redeemable General Partner Interest, fees and other
compensation may, at the Oversight Committee's option be paid either in
cash or through the issuance of a secured note, payable over three years.
The Partnership's operating cash flow is not expected to be sufficient to
purchase the Redeemable General Partner Interest without asset sales and/or
refinancings. However, National Realty, SAMLP and the Oversight Committee
have executed an Implementation Agreement that provides, among other
things, that amounts due SAMLP may be paid by National Realty over a period
of time to be determined by the parties on terms which shall not hinder
National Realty's ability to meet its other financial obligations. If the
proposed successor general partner nominee does not stand for election, the
existing Moorman Settlement Agreement shall remain in full force and all
provisions of the Implementation Agreement shall be void.

[THIS SPACE INTENTIONALLY LEFT BLANK.]

66
<PAGE> 67
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16. QUARTERLY DATA

The following is a tabulation of the Partnership's quarterly results of
operations for the years 1994 and 1993 (unaudited).

<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------
March 31 June 30 September 30 December 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
1994
----

Revenues...................... $ 26,336 $ 26,798 $ 27,317 $ 27,095
Expenses...................... 27,406 27,356 28,589 27,430
-------- -------- -------- --------

(Loss) from operations........ (1,070) (558) (1,272) (335)

Gain on sale of real estate... - - - 8,252
-------- -------- -------- --------

Net income (loss)............. $ (1,070) $ (558) $ (1,272) $ 7,917
======== ======== ======== ========

Earnings per unit
Net income (loss)............. $ (.49) $ (.26) $ (.58) $ 3.63
======== ======== ======== ========
</TABLE>

In October 1994, the Partnership sold two of its apartment complexes in
Meridian Township, Michigan for a total gain of $8.3 million. See "NOTE 3.
REAL ESTATE AND DEPRECIATION."

<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------
March 31 June 30 September 30 December 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
1993
----

Revenues...................... $ 25,460 $25,689 $25,981 $ 25,914
Expenses...................... 26,822 26,473 28,507 29,037
-------- -------- -------- --------

(Loss) from operations
before extraordinary gain... (1,362) (784) (2,526) (3,123)
Extraordinary gain............ 9,046 - - -
-------- -------- -------- --------

Net income (loss)............. $ 7,684 $ (784) $ (2,526) $ (3,123)
======== ======== ======== ========

Earnings per unit
(Loss) before extraordinary
gain........................ $ (.58) $ (.33) $ (1.13) $ (1.40)
Extraordinary gain.......... 3.83 - - -
-------- -------- -------- --------

Net income (loss)............. $ 3.25 $ (.33) $ (1.13) $ (1.40)
======== ======== ======== ========

</TABLE>

In the first quarter of 1993, the Partnership recorded a $9.0 million
extraordinary gain as a result of its acquisition, at a discount, of the
Accruing Mortgage. See NOTE 8. "ACCRUING MORTGAGE."

67
<PAGE> 68
SCHEDULE III
NATIONAL REALTY, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

Initial Cost to Partnership Gross Amount Carried at Close of Period (1)
-------------------------------------- ------------------------------------------------------------
Cost Capitalized
Subsequent to
Building Acquisition Building
and Improve- ---------------------- and Improve-
Description Encumbrances Land ments Improvements Other Land ments Total
------------- ------------ ---------- ----------- ------------ --------- ---------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
APARTMENTS
----------
Alexandria................ $ 6,667 $ 612 $ 6,778 $ 924 $ - $ 612 $ 7,702 $ 8,314
Decatur, GA
Arlington Place........... 2,795 330 3,275 607 - 330 3,882 4,212
Pasadena, TX
Barcelona................. 4,159 1,400 5,600 111 - 1,400 5,711 7,111
Tampa, FL
Bavarian.................. 6,904 547 5,528 129 - 547 5,657 6,204(4)
Middletown, OH
Bent Tree................. 4,912 1,047 7,036 478 - 1,047 7,514 8,561
Addison, TX
Blackhawk................. 3,566 253 4,081 210 - 253 4,291 4,544
Ft. Wayne, IN
Bridgestone............... 1,393 169 1,780 82 - 169 1,862 2,031
Friendswood, TX
Brookview Gardens......... 2,921 385 2,085 232 - 385 2,317 2,702
Smyrna, GA
Candlelight Square........ 1,979 148 1,928 124 - 145 2,055 2,200
Lenexa, KS
Chalet.................... 3,023 260 2,994 42 - 260 3,036 3,296
Topeka, KS
Chateau................... 1,966 130 1,723 24 - 130 1,747 1,877
Bellevue, NE
Club Mar.................. 6,045 1,248 4,993 52 - 1,248 5,045 6,293
Sarasota, FL
Confederate Point......... 4,222 246 3,736 542 - 246 4,278 4,524
Jacksonville, FL
Country Place............. 2,044 246 3,268 7 - 246 3,275 3,521
Round Rock, TX
Covered Bridge............ 3,527 219 3,425 88 - 219 3,513 3,732
Gainesville, FL
Creekwood................. 2,986 489 1,955 679 - 489 2,634 3,123
College Park, GA
Fair Oaks................. 3,074 470 2,661 145 - 470 2,806 3,276
Euless, TX
Four Seasons.............. 5,075 1,264 8,447 699 - 1,264 9,146 10,410
Denver, CO
Fox Club.................. 6,709 902 7,294 460 - 902 7,754 8,656
Indianapolis, IN
Foxwood................... 3,522 218 3,188 308 - 218 3,496 3,714
Memphis, TN
Granada................... 4,658 231 4,682 482 - 231 5,164 5,395
Bellevue, NE
Harbour Point............. 3,080 252 3,730 1,431 - 252 5,161 5,413(4)
Miami, FL
Hidden Valley............. 4,304 274 3,636 221 - 261 3,870 4,131
Grand Rapids, MI
</TABLE>

<TABLE>
<CAPTION>
Life on
Which
Date Depreciation
of in Latest
Con- Statement
Accumulated struct- Date of Operation
Description Depreciation tion Acquired is Computed
------------- ------------ ------ -------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C>
APARTMENTS
----------
Alexandria................ $ 4,743 1973 09/77 7 - 40 years
Decatur, GA
Arlington Place........... 2,578 1973 11/76 7 - 40 years
Pasadena, TX
Barcelona................. 646 1971 09/90 7 - 40 years
Tampa, FL
Bavarian.................. 2,436 1972 01/84 7 - 40 years
Middletown, OH
Bent Tree................. 3,771 1980 06/80 7 - 40 years
Addison, TX
Blackhawk................. 2,648 1972 12/78 7 - 40 years
Ft. Wayne, IN
Bridgestone............... 943 1979 06/82 7 - 40 years
Friendswood, TX
Brookview Gardens......... 1,561 1964 12/77 7 - 40 years
Smyrna, GA
Candlelight Square........ 1,233 1971 11/77 7 - 40 years
Lenexa, KS
Chalet.................... 1,501 1964/ 04/82 7 - 40 years
Topeka, KS 74/78
Chateau................... 911 1968 02/81 7 - 40 years
Bellevue, NE
Club Mar.................. 179 1973 07/93 7 - 40 years
Sarasota, FL
Confederate Point......... 2,561 1969 05/79 7 - 40 years
Jacksonville, FL
Country Place............. 1,585 1980 07/82 7 - 40 years
Round Rock, TX
Covered Bridge............ 2,710 1972 10/79 7 - 40 years
Gainesville, FL
Creekwood................. 464 1973 04/90 7 - 40 years
College Park, GA
Fair Oaks................. 410 1978 07/89 7 - 40 years
Euless, TX
Four Seasons.............. 3,348 1970 07/84 7 - 40 years
Denver, CO
Fox Club.................. 3,449 1972 11/83 7 - 40 years
Indianapolis, IN
Foxwood................... 2,182 1974 08/79 7 - 40 years
Memphis, TN
Granada................... 2,872 1974 10/78 7 - 40 years
Bellevue, NE
Harbour Point............. 2,972 1972 12/77 7 - 40 years
Miami, FL
Hidden Valley............. 1,992 1973 07/81 7 - 40 years
Grand Rapids, MI
</TABLE>

68
<PAGE> 69
SCHEDULE III
(Continued)
NATIONAL REALTY, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

Initial Cost to Partnership Gross Amount Carried at Close of Period (1)
--------------------------- -------------------------------------------
Cost Capitalized
Subsequent to
Building Acquisition Building
and Improve- ---------------------- and Improve-
Description Encumbrances Land ments Improvements Other Land ments Total
------------- ------------ ---------- ----------- ------------ --------- ---------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
APARTMENTS - Continued
----------
Horizon East............... $ 1,518 $ 592 $ 2,628 $ 469 $ - $ 592 $ 3,097 $ 3,689
Dallas, TX
Kimberly Woods............. 3,280 571 3,802 883 - 571 4,685 5,256
Tucson, AZ
King Village............... 2,196 184 2,716 179 - 184 2,895 3,079
Huntsville, AL
La Mirada.................. 5,623 392 5,454 895 - 392 6,349 6,741
Jacksonville, FL
Lake Nora Arms............. 10,172 737 10,774 587 - 737 11,361 12,098
Indianapolis, IN
Lakewood Park.............. 3,114 800 3,200 19 - 800 3,219 4,019
St. Petersburg, FL
Lantern Ridge.............. 1,522 130 1,721 21 - 177 1,695 1,872
Richmond, VA
Mallard Lake............... 6,609 534 7,099 628 - 534 7,727 8,261(4)
Greensboro, NC
Manchester Commons......... 5,048 635 4,654 695 - 635 5,349 5,984
Manchester, MO
Mesa Court................. 1,793 492 1,968 55 - 492 2,023 2,515
Mesa, AZ
Mesa Ridge................. 2,396 955 3,820 126 - 955 3,946 4,901
Mesa, AZ
Nora Pines................. 4,865 221 3,872 266 - 221 4,138 4,359(4)
Indianapolis, IN
Oak Hollow................. 7,673 745 6,118 571 - 745 6,689 7,434
Austin, TX
Oakmont.................... 2,948 251 1,423 24 (100) 251 1,347 1,598
Monroe, LA
Oak Tree................... 2,252 304 3,543 230 - 304 3,773 4,077
Grandview, MO
Olde Towne................. 3,702 209 3,272 248 - 209 3,520 3,729
Middletown, OH
Outrigger.................. 3,216 683 4,871 407 - 683 5,278 5,961
Tulsa, OK
Pines...................... 2,704 278 3,490 203 - 278 3,693 3,971
Little Rock, AR
Place One.................. 5,211 784 5,186 723 - 784 5,909 6,693
Tulsa, OK
Regency.................... 2,517 304 1,865 50 - 304 1,915 2,219
Lincoln, NE
Regency Falls.............. 2,689 888 7,261 1,377 (100)(3) 888 8,538 9,426
San Antonio, TX
Rockborough................ 5,976 702 4,495 602 - 702 5,097 5,799
Denver, CO
Royal Oaks................. 2,793 738 5,348 893 - 738 6,241 6,979
Stone Mountain, GA
</TABLE>

<TABLE>
<CAPTION>
Life on
Which
Date Depreciation
of in Latest
Con- Statement
Accumulated struct- Date of Operation
Description Depreciation tion Acquired is Computed
------------- ------------ ------ -------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C>
APARTMENTS - Continued
----------
Horizon East............... $ 1,957 1972 05/78 7 - 40 years
Dallas, TX
Kimberly Woods............. 3,049 1973 12/77 7 - 40 years
Tucson, AZ
King Village............... 1,966 1960 08/75 7 - 40 years
Huntsville, AL
La Mirada.................. 3,822 1971 01/79 7 - 40 years
Jacksonville, FL
Lake Nora Arms............. 6,953 1973 06/78 7 - 40 years
Indianapolis, IN
Lakewood Park.............. 325 1976 12/90 7 - 40 years
St. Petersburg, FL
Lantern Ridge.............. 1,364 1974 03/79 7 - 40 years
Richmond, VA
Mallard Lake............... 4,360 1974 05/79 7 - 40 years
Greensboro, NC
Manchester Commons......... 3,344 1972 06/78 7 - 40 years
Manchester, MO
Mesa Court................. 246 1972 05/90 7 - 40 years
Mesa, AZ
Mesa Ridge................. 483 1972 05/90 7 - 40 years
Mesa, AZ
Nora Pines................. 2,567 1970 05/78 7 - 40 years
Indianapolis, IN
Oak Hollow................. 4,120 1974 05/78 7 - 40 years
Austin, TX
Oakmont.................... 200 1974 06/89 7 - 40 years
Monroe, LA
Oak Tree................... 1,522 1968 03/82 7 - 40 years
Grandview, MO
Olde Towne................. 1,858 1968 03/81 7 - 40 years
Middletown, OH
Outrigger.................. 3,355 1974 11/77 7 - 40 years
Tulsa, OK
Pines...................... 2,165 1977 11/77 7 - 40 years
Little Rock, AR
Place One.................. 4,087 1970 04/77 7 - 40 years
Tulsa, OK
Regency.................... 929 1973 05/82 7 - 40 years
Lincoln, NE
Regency Falls.............. 5,345 1974 11/78 7 - 40 years
San Antonio, TX
Rockborough................ 3,102 1973 01/78 7 - 40 years
Denver, CO
Royal Oaks................. 3,843 1973 12/77 7 - 40 years
Stone Mountain, GA
</TABLE>

69
<PAGE> 70
SCHEDULE III
(Continued)
NATIONAL REALTY, L.P.
(Continued)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

Initial Cost to Partnership Gross Amount Carried at Close of Period (1)
-------------------------------------- ------------------------------------------------------------
Cost Capitalized
Subsequent to
Building Acquisition Building
and Improve- ---------------------- and Improve-
Description Encumbrances Land ments Improvements Other Land ments Total
------------- ------------ ---------- ----------- ------------ --------- ---------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
APARTMENTS - Continued
Santa Fe.................. $ 2,892 $ 529 $ 5,351 $ 155 $ - $ 529 $ 5,506 $ 6,035
Kansas City, MO
Shadowood................. 3,791 477 3,208 124 - 477 3,332 3,809
Addison, TX
Sherwood Glen............. 3,968 352 2,550 458 - 352 3,008 3,360
Urbandale, IA
Skipper's Pond............ 2,735 360 3,123 114 - 339 3,258 3,597
Tampa, FL
Stonebridge............... 1,783 193 2,076 171 - 193 2,247 2,440
Florissant, MO
Summerwind................ 5,286 493 2,990 138 - 493 3,128 3,621
Reseda, CA
Sun Hollow................ 3,995 385 4,159 38 - 385 4,197 4,582
El Paso, TX
Tanglewood................ 17,678 682 18,340 8,236 - 5,682 21,576 27,258
Arlington Heights, IL
Timber Creek.............. 2,995 154 2,327 572 - 154 2,899 3,053
Omaha, NE
Towne Oaks................ 2,761 188 3,576 112 - 188 3,688 3,876
Monroe, LA
Villa Del Mar............. 2,611 387 3,134 80 - 387 3,214 3,601
Wichita, KS
Village Square............ 2,094 769 5,566 1,006 - 769 6,572 7,341
Stone Mountain, GA
Villas.................... 3,427 516 3,948 280 - 516 4,228 4,744
Plano, TX
Vineyards................. 8,218 729 8,386 281 - 729 8,667 9,396(4)
Broadview Heights, OH
Whispering Pines.......... 2,359 311 1,255 57 - 311 1,312 1,623(4)
Canoga Park, CA
Whispering Pines.......... 5,085 228 4,330 526 - 228 4,856 5,084
Topeka, KS
Windridge................. 7,553 711 5,812 1,440 - 711 7,252 7,963
Austin, TX
Windtree I & II........... 5,300 460 2,739 181 - 460 2,920 3,380
Reseda, CA
Wisperwood................ 2,227 237 1,964 393 - 258 2,336 2,594
Tampa, FL
Woodlake.................. 4,515 585 5,848 817 - 585 6,665 7,250
Carrollton, TX
Woodsong II............... 1,450 322 3,705 116 - 322 3,821 4,143
Smyrna, GA
Woodstock................. 3,207 888 5,193 304 - 888 5,497 6,385
Dallas, TX

OFFICE BUILDINGS
----------------
56 Expressway............. - 406 3,976 560 (2,386)(3) 406 2,150 2,556
Oklahoma City, OK
</TABLE>

<TABLE>
<CAPTION>
Life on
Which
Date Depreciation
of in Latest
Con- Statement
Accumulated struct- Date of Operation
Description Depreciation tion Acquired is Computed
------------- ------------ ------ -------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C>
APARTMENTS - Continued
Santa Fe.................. $ 2,496 1964/ 04/83 7 - 40 years
Kansas City, MO 67
Shadowood................. 1,884 1976 02/79 7 - 40 years
Addison, TX
Sherwood Glen............. 2,033 1970 12/77 7 - 40 years
Urbandale, IA
Skipper's Pond............ 2,151 1971 07/76 7 - 40 years
Tampa, FL
Stonebridge............... 1,355 1975 10/77 7 - 40 years
Florissant, MO
Summerwind................ 2,216 1976 02/77 7 - 40 years
Reseda, CA
Sun Hollow................ 2,260 1977 09/79 7 - 40 years
El Paso, TX
Tanglewood................ 12,587 1974 03/78 7 - 40 years
Arlington Heights, IL
Timber Creek.............. 1,812 1974 10/78 7 - 40 years
Omaha, NE
Towne Oaks................ 1,757 1974 07/82 7 - 40 years
Monroe, LA
Villa Del Mar............. 1,600 1971 10/81 7 - 40 years
Wichita, KS
Village Square............ 4,000 1973 12/77 7 - 40 years
Stone Mountain, GA
Villas.................... 2,319 1977 04/79 7 - 40 years
Plano, TX
Vineyards................. 3,964 1974/ 12/83 7 - 40 years
Broadview Heights, OH 75
Whispering Pines.......... 32 1977 12/93 7 - 40 years
Canoga Park, CA
Whispering Pines.......... 3,012 1972 02/78 7 - 40 years
Topeka, KS
Windridge................. 4,642 1974 09/78 7 - 40 years
Austin, TX
Windtree I & II........... 1,961 1976 11/76 7 - 40 years
Reseda, CA
Wisperwood................ 1,579 1975 07/76 7 - 40 years
Tampa, FL
Woodlake.................. 3,470 1979 08/78 7 - 40 years
Carrollton, TX
Woodsong II............... 2,972 1975 08/80 7 - 40 years
Smyrna, GA
Woodstock................. 2,986 1977 12/78 7 - 40 years
Dallas, TX

OFFICE BUILDINGS
----------------
56 Expressway............. 1,883 1981 03/82 7 - 40 years
Oklahoma City, OK
</TABLE>

70
<PAGE> 71
SCHEDULE III
(Continued)

NATIONAL REALTY, L.P.
(Continued)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

SHOPPING CENTERS
----------------
Countryside Plaza......... 2,069 843 3,179 712 - 843 3,891 4,734(4)
Clearwater, FL
Crestview................. 858 239 1,512 92 - 239 1,604 1,843
Crestview, FL
Cross County Mall......... 7,474 608 6,468 5,230 - 608 11,698 12,306
Mattoon, IL
Cullman................... 921 400 1,830 116 - 400 1,946 2,346
Cullman, AL
Harbor Plaza.............. - 817 2,587 251 - 821 2,834 3,655
Aurora, CO
Katella Plaza............. 1,761 - 2,844 504 - - 3,348 3,348
Orange, CA
Regency Point............. 2,775 647 5,156 2,072 - 1,792 6,083 7,875
Jacksonville, FL
Southern Palms............ 9,203 4,226 17,757 1,125 - 4,285 18,823 23,108
Tempe, AZ
Westwood.................. 983 - 5,424 320 - - 5,744 5,744
Tallahassee, FL -------- ------ -------- ------- -------- ------- -------- --------
$308,600(2) $45,644 $363,926 $51,982 $ (9,980) $ 51,883 $399,689 $451,572
========= ======= ======== ======= ======== ======== ======== ========
</TABLE>

SHOPPING CENTERS
----------------
Countryside Plaza......... 1,460 1978 05/85 7 - 40 years
Clearwater, FL
Crestview................. 883 1979 05/78 7 - 40 years
Crestview, FL
Cross County Mall......... 5,197 1971 08/79 7 - 40 years
Mattoon, IL
Cullman................... 1,032 1979 02/79 7 - 40 years
Cullman, AL
Harbor Plaza.............. 1,467 1979 09/81 7 - 40 years
Aurora, CO
Katella Plaza............. 1,955 1971 12/80 7 - 40 years
Orange, CA
Regency Point............. 1,885 1982 06/84 7 - 40 years
Jacksonville, FL
Southern Palms............ 8,344 1981 03/83 7 - 40 years
Tempe, AZ
Westwood.................. 2,198 1980 10/83 7 - 40 years
Tallahassee, FL --------
$210,037
========

</TABLE>
----------------------------------

(1) The aggregate cost for financial statement purposes approximates that
for federal tax purposes.
(2) Does not include discounts and mortgages payable totaling $16,483 on
real estate which has been sold but for which the Partnership remains
liable on the underlying mortgage note.
(3) Write-down of property to estimated net realizable value.
(4) Held for sale.

71
<PAGE> 72
SCHEDULE III
(Continued)

NATIONAL REALTY, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION

<TABLE>
<CAPTION>
1994 1993 1992
----------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C>
Reconciliation of Real Estate

Balance at January 1................. $ 457,654 $ 447,011 $ 469,099

Acquisitions and improvements 5,411 10,813 1,692
Sales............................. (11,493) (170) (3,395)
Foreclosures...................... - - (20,385)
----------- ----------- -----------

Balance at December 31,.............. $ 451,572 $ 457,654 $ 447,011
=========== =========== ===========

Reconciliation of Accumulated
Depreciation

Balance at January 1,................ $ 206,120 $ 195,952 $ 196,916

Depreciation...................... 10,034 10,168 10,503
Sales............................. (6,117) - (832)
Foreclosures...................... - - (10,635)
----------- ----------- -----------

Balance at December 31,.............. $ 210,037 $ 206,120 $ 195,952
=========== =========== ===========
</TABLE>

72
<PAGE> 73
SCHEDULE IV
NATIONAL REALTY, L.P.
MORTGAGE LOANS ON REAL ESTATE
December 31, 1994

<TABLE>
<CAPTION>
Principal Amount
Carrying Amount of Loans Subject
Final of Mortgage Net to Delinquent
Interest Maturity Prior Face Amount of discount/ Principal or
Description Rate Date Periodic Payment Terms Liens of Mortgage premium Interest
------------------- -------- -------- ------------------------------ ------- ----------- --------------- ---------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
FIRST MORTGAGE LOANS
--------------------
Aquarian................ 10.00% 03/96 Interest due monthly. $ - $ 1,223 $ 13 $ -
--------
Secured by apartments 1,210(1)
in Tumwater, WA.

WRAPAROUND MORTGAGE LOANS
-------------------------
Nellis.................. 8.50% 01/97 Monthly interest only. 2,032 5,100 384 -
------ to 2,494(1)
Secured by shopping 9.50%
center in Las Vegas, NV.

Hurstbourne............. 7.00% 10/98 Monthly interest only. 2,383 4,172 3,976 -
----------- to
Secured by office 9.00%
complex in
Louisville, KY.

Warner Creek............ 7.00% 08/96 Monthly interest only. 11,834 17,503 17,450 -
------------ to Prepayment with 30 days
Secured by apartments 11.00% notice, penalty of 3.00%.
in Woodland Hills, CA.

Bridgeview.............. 8.00% 02/00 Monthly interest only. 2,643 5,500 4,268 -
---------- to May prepay up to 25% 1,000 (1)
Secured by shopping 9.50% of the wrap equity upon
center in La Crosse, WI. 60 days written notice
without penalty.

PARTICIPATIONS
--------------
Silver Creek............ 10.00% 12/95 Annual principal payments of - 447 447 447
------------ $50,000. Interest
Secured by land in due quarterly.
Granby, CO.

South Point Land........ 11.5% 01/93 Monthly principal and interest. - 1,487 1,487 1,487
----------------
Secured by South Point
Country Club in
Ka'u District, HI.

South Point L.P......... 10.0% 1/93 Monthly interest only. - 1,500 1,500 1,500
----------------
Secured by 10% limited
partnership interst in
South Point Country
Club Partners.

------- ------- -------- ----------
$23,596 $36,932 29,525 $ 3,434
======= ======= ==========
Interest receivable 115
Deferred gains (16,198)
Allowance for estimated
losses (1,910)
--------
$ 11,532
========
</TABLE>
_________________________

(1) Represents mortgage participations sold.

73
<PAGE> 74
SCHEDULE IV
(Continued)

NATIONAL REALTY, L.P.
MORTGAGE LOANS ON REAL ESTATE

<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
(dollars in thousands)
<S> <C> <C> <C>
Balance at January 1,................ $ 29,476 $ 34,712 $ 34,337

Additions
Amortization of discount.......... 73 304 130
Principal advances................ - - 30
Compounded interest............... - 464 -
Other............................. - 4 261

Deductions
Foreclosures...................... - (5,993) -
Collection of principal........... (24) (15) (46)
---------- ---------- ----------

Balance at December 31,.............. $ 29,525 $ 29,476 $ 34,712
========== ========== ==========
</TABLE>

74
<PAGE> 75
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

Not applicable.

_________________________________

PART III

ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER

As partnerships, neither National Realty, L.P. ("National Realty" or the
"Registrant") nor National Operating, L.P. (the "Operating Partnership" or
"NOLP") (collectively the "Partnership") has officers or directors. The
General Partner of the Partnership is Syntek Asset Management, L.P. ("SAMLP"),
whose general partners are Gene E. Phillips and Syntek Asset Management, Inc.
("SAMI"). SAMI serves as Managing General Partner. Mr. Phillips is associated
with a number of entities which have business objectives that are similar in
certain respects to those of the Partnership. The Managing General Partner
manages the day-to-day affairs of the Partnership which includes all decisions
with respect to the acquisition, disposition, improvement, financing or
refinancing of the Partnership's properties, subject to the limitations of the
Moorman Settlement Agreement. See ITEM 3. "LEGAL PROCEEDINGS - Moorman
Settlement." In addition, SAMI's corporate parent, Basic Capital Management,
Inc. ("BCM"), performs certain administrative functions and other services for
the Partnership for cost reimbursements and fees as described in ITEM 1.
"BUSINESS - Management and Operations." The individual general partner of
SAMLP and the executive officers of SAMI are listed below, together with their
ages, terms of service, their principal occupations, business experience, and
directorships with other companies during the last five years or more.

[THIS SPACE INTENTIONALLY LEFT BLANK.]

75
<PAGE> 76
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

GENE E. PHILLIPS: Age 57, General Partner (since 1987) of SAMLP; and Chairman
of the Board, Director and Chief Executive Officer (since March 1989) of SAMI,
the Managing General Partner of SAMLP and a company owned by BCM.

Director and Secretary (since 1982) and the sole shareholder of Syntek West,
Inc. ("SWI"); Chairman of the Board (since 1982) and Secretary (1982 to 1990)
of Syntek Investment Properties, Inc. ("SIPI"), which has invested in,
developed and syndicated real estate through its subsidiaries and other
related entities since 1973; Chairman of the Board (since 1978) of Hungry
Bull, Inc., which owns mortgages on restaurant properties; Limited Partner
(since January 1991) of Carmel Realty Services, Ltd. ("Carmel, Ltd."); Chief
Executive Officer (February 1989 to September 1992) and Chairman of the Board
and Director (February 1989 to December 1989) of BCM; Director and President
(November 1989 to September 1992) of Carmel Realty Services, Inc. ("CRSI");
Chairman of the Board (1984 to November 1992), Director (1981 to November
1992), Chief Executive Officer (1982 to July 1991) and President (February
1989 to July 1991) of American Realty Trust, Inc. ("ART"); Trustee or
Director (January 1989 to December 1992) of Transcontinental Realty
Investors, Inc. ("TCI"), Vinland Property Trust ("VPT"), National Income
Realty Trust ("NIRT"), Continental Mortgage and Equity Trust ("CMET") and
Income Opportunity Realty Trust ("IORT"); Trustee (1988 to November 1989) of
Wespac Investors Trust ("Wespac"); and Director of Pratt Hotel Corporation
(1986 to April 1989). Until January 1989, Mr. Phillips served in the
following positions: Chairman of the Board and Director (from 1980) and
President and Chief Executive Officer (from 1981) of Southmark Corporation
("Southmark"); Chairman of the Board and Director of Integon Corporation
(from 1982), Director of NACO Finance Corporation (from 1982), Pacific
Standard Life Insurance Company (from 1984), Servico, Inc. (from 1986),
Southmark San Juan, Inc. (from 1987), National Heritage, Inc. (from 1987),
J. M. Peters Company, Inc. (1987) and San Jacinto Savings Association (1987);
Director and Chairman of the Board of Thousand Trails, Inc. (from 1987) and
MGF Oil Corporation (from 1988).

[THIS SPACE INTENTIONALLY LEFT BLANK.]

76
<PAGE> 77
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

OSCAR W. CASHWELL: Age 67, Director (since March 1994) and President (since
February 1994) of SAMI.

President (since February 1994) of CMET, IORT and TCI; President and Director
of Property and Asset Management (since January 1994) and Assistant to the
President, Real Estate Operations (July 1989 to December 1993) of BCM;
Assistant to the President, Real Estate Operations (March 1982 to June 1989)
of Southmark; and Director (since November 1992) of ART.

KARL L. BLAHA: Age 46, Executive Vice President and Director of Commercial
Management (since April 1992) of SAMI.

President (since October 1993) and Executive Vice President and Director of
Commercial Management (April 1992 to September 1993) of ART; Executive Vice
President and Director of Commercial Management (since April 1992) of BCM,
CMET, IORT and TCI; Executive Vice President (since October 1992) of Carmel
Realty, Inc. ("Carmel Realty"), a company owned by SWI; Executive Vice
President and Director of Commercial Management (April 1992 to February 1994)
of NIRT and VPT; Partner - Director of National Real Estate Operations of
First Winthrop Corporation (August 1988 to March 1992); Corporate Vice
President of Southmark (April 1984 to August 1988); and President of
Southmark Commercial Management (March 1986 to August 1988).

BRUCE A. ENDENDYK: Age 46, Executive Vice President (since January 1995).

President (since January 1995) of Carmel Realty; Executive Vice President
(since January 1995) of BCM, ART, CMET, IORT and TCI; Management Consultant
(November 1990 to December 1994); Executive Vice President (January 1989 to
November 1990) of Southmark; President and Chief Executive Officer (March
1988 to January 1989) of Southmark Equities Corporation; and Vice
President/Resident Manager (December 1975 to March 1988) of Coldwell Banker
Commercial/Real Estate Services in Houston, Texas.

RANDALL M. PAULSON: Age 48, Executive Vice President (since January 1995).

Executive Vice President (since January 1995) of ART, CMET, IORT and TCI and
(since October 1994) of BCM; Vice President (1993 to 1994) of GSSW, LP, a
joint venture of Great Southern Life and Southwestern Life; Vice President
(1990 to 1993) of Property Company of America Realty, Inc.; President (1990)
of Paulson Realty Group; President (1983 to 1989) of Johnstown Management
Company; and Vice President (1979 to 1982) of Lexton-Ancira.

77
<PAGE> 78
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

HAMILTON P. SCHRAUFF: Age 59, Executive Vice President and Chief Financial
Officer (since October 1991) of SAMI.

Executive Vice President and Chief Financial Officer (since October 1991) of
BCM, ART, CMET, IORT and TCI; Executive Vice President and Chief Financial
Officer (October 1991 to February 1994) of NIRT and VPT; Executive Vice
President - Finance of Partnership Investments, Hallwood Group (December 1990
to October 1991); Vice President - Finance and Treasurer (October 1980 to
October 1990) and Vice President - Finance (November 1976 to September 1980)
of Texas Oil & Gas Corporation; and Assistant Treasurer - Finance Manager
(February 1975 to October 1976) of Exxon U.S.A.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Under the securities laws of the United States, the directors and executive
officers of the Partnership's Managing General Partner, and any persons holding
more than 10% of the Partnership's units of limited partner interest are
required to report their ownership of the Partnership's units and any changes
in that ownership to the Securities and Exchange Commission (the "Commission").
Specific due dates for these reports have been established and the Partnership
is required to report any failure to file by these dates during 1994. All of
these filing requirements were satisfied by the directors and executive
officers of the Partnership's Managing General Partner and 10% holders. In
making these statements, the Partnership has relied on the written
representations of the directors and executive officers of the Partnership's
Managing General Partner and its ten percent holders and copies of the reports
that they have filed with the Commission.

Administrative Agent. Pursuant to an agreement, BCM, of which Mr. Phillips
served as Chief Executive Officer until September 1, 1992, and of which Mr.
Cashwell serves as President, performs certain administrative functions such as
accounting services, mortgage servicing and real estate portfolio review and
analysis for the Partnership on a cost reimbursement basis.

Affiliates of BCM perform property management, loan placement services, leasing
services and real estate brokerage and acquisition services, and may perform
other services, for the Partnership for fees and commissions. BCM's principal
business activity is the providing of advisory services for real estate
companies. See ITEM 13. "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

The directors and principal officers of BCM are set forth below.

RYAN T. PHILLIPS: Director

OSCAR W. CASHWELL: President and Director of Property and
Asset Management

78
<PAGE> 79
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

KARL L. BLAHA: Executive Vice President and Director of
Commercial Management

BRUCE A. ENDENDYK: Executive Vice President

RANDALL M. PAULSON: Executive Vice President

HAMILTON P. SCHRAUFF: Executive Vice President and Chief
Financial Officer

CLIFFORD C. TOWNS, JR.: Executive Vice President, Finance

STEPHEN R. YOUNG: Executive Vice President and Director of
Acquisitions

THOMAS A. HOLLAND: Senior Vice President and Chief
Accounting Officer

ROBERT A. WALDMAN: Senior Vice President, Secretary and
General Counsel

DREW D. POTERA: Vice President, Treasurer and Securities
Manager

Ryan T. Phillips is Gene E. Phillips' son.

Oversight Committee. As more fully described under ITEM 3. "LEGAL PROCEEDINGS
- Moorman Settlement," the Partnership is a party to the Moorman Settlement
Agreement that, among other things, established an Oversight Committee which
will exist only until termination of the Moorman Settlement Plan. The current
members of the Oversight Committee are Kenneth R. Kelly, Ronald T. Baker and
Joseph S. Radovsky. Mr. Kelly is the current Chairman and Secretary of the
Oversight Committee.

Unanimous consent of the Oversight Committee is required, during the term of
the Moorman Settlement Plan, for the Partnership to adopt a new unit purchase
rights plan, or for SAMLP, on behalf of the Partnership, to enter into or
modify any transaction (other than certain transactions expressly permitted by
the Partnership Agreement) with an affiliate (as defined below) of the
Partnership, SAMLP, or Mr. Phillips or William S. Friedman, a general partner
of SAMLP until March 4, 1994. Majority consent of the Oversight Committee is
required, during the term of the Moorman Settlement Plan, for SAMLP, on behalf
of the Partnership, to purchase securities of other issuers other than certain
money market instruments and mortgages in the ordinary course of the
Partnership's business, or to enter any new line of business. For purposes of
the Moorman Settlement Agreement, an "Affiliate" of the Partnership, SAMLP, or
Messrs. Phillips and Friedman (each, a "Specified Party") is any person or
entity that (i) directly or indirectly through one or more intermediaries
controls or is controlled by or is under common control with the Specified
Party, (ii) owns or controls 10% or more of the out-

79
<PAGE> 80
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

standing voting securities of the Specified Party, or (iii) is an officer or
director of, general partner in, or serves in a similar capacity to the
Specified Party or of which the Specified Party is an officer, director, or
general partner or with respect to which the Specified Party serves in a
similar capacity.

On July 8, 1992, SAMLP notified the Oversight Committee of the failure to meet
the Targets (as defined in ITEM 3. "LEGAL PROCEEDINGS - Moorman Settlement")
for two successive years. The Moorman Settlement Agreement provides that
between the date of the certification causing the General Partner's resignation
and the date a successor general partner takes office, the resigning General
Partner shall limit its activities, as General Partner, to the conduct of the
business of the Partnership in the ordinary course, shall not, without consent
of the Oversight Committee, purchase or sell any real property or other assets
of the Partnership not in progress on said date, shall cooperate in the
election of a successor general partner and shall cooperate with its successor
to facilitate a change in the office of General Partner of the Partnership. The
resigning General Partner will continue to receive fees, expenses and
distributions, if any, while the solicitation is prepared. See ITEM 8.
"FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA."

Pursuant to the Moorman Settlement Agreement, the Partnership pays each member
of the Oversight Committee $50,000 per year. The Partnership's obligation to
pay such compensation ceases May 9, 1995. The Partnership also pays the salary
of an Oversight Committee employee, and reimburses certain of the Oversight
Committee's expenses including legal fees.

The principal occupations and relevant affiliations of the Oversight Committee
members, as furnished to the Partnership by such members, are as follows:

KENNETH R. KELLY: Age 48, Chairman (since January 1995) and Secretary (since
July 1990) of the Oversight Committee.

Attorney practicing in Auburn, California and President (since 1986) of
Proximity Research Corporation, a real estate consulting firm.

RONALD T. BAKER: Age 47, member (since July 1990) and Chairman (July 1990 to
January 1995) of the Oversight Committee.

President of INVENEX (formerly known as Partnership Securities Exchange,
Inc.) ("INVENEX") , a company engaged in the trading of partnership
securities. INVENEX was one of the initial plaintiffs in the Moorman action
discussed in ITEM 3. "LEGAL PROCEEDINGS - Moorman Settlement."

JOSEPH S. RADOVSKY: Age 51, member (since July 1992) of the Oversight
Committee.

Partner with Greene, Radovsky, Maloney and Share, a law firm in San
Francisco, California.

80
<PAGE> 81
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

Fairness Committee. National Realty's Fairness Committee periodically reviews
certain transactions between the Partnership and its affiliates. The
Partnership Agreement requires Fairness Committee approval of the interest rate
to be paid on loans from the General Partner or its affiliates, the terms of
any property sales to or purchases from the General Partner or its affiliates,
the purchase of securities from the General Partner or its affiliates and, upon
any withdrawal of the General Partner, the purchase price of the General
Partner's interest in the Partnership and in the fees and other compensation to
be paid under the Partnership Agreement.

The Partnership Agreement provides that the Fairness Committee shall consist of
two or more natural persons, none of whom shall be affiliates (as defined in
the Partnership Agreement) of the General Partner except as directors of the
Managing General Partner or holders of not more than one percent of Southmark's
outstanding capital stock.

The Fairness Committee consisted of two members until February 1995, when
Raymond V. J. Schrag resigned. The remaining member of the Fairness Committee
is Willie K. Davis, who is Chairman and 50% shareholder of Mid-South Financial
Corporation, a holding company for Mid-South Mortgage Company and Gibbs
Mortgage Company; Chairman, President and sole shareholder of FMS, Inc., a
property management and real estate development firm; President of BVT
Management Services, Inc., a real estate advisory and tax service firm;
Director of SouthTrust Bank of Middle Tennessee; Trustee and Treasurer of
Baptist Hospital, Inc., a Tennessee general welfare nonprofit corporation; and
Trustee of National Income Realty Trust. Until March 7, 1995, Mr. Davis served
as a trustee or director of CMET, IORT and TCI.

Audit Committee. National Realty's Audit Committee, which reviews certain
matters relating to the Partnership's auditors and annual and quarterly
financial statements, was established effective August 3, 1990, pursuant to the
Moorman Settlement Agreement. The chairman and only member of the Audit
Committee is Harry J. Reidler, an attorney in private practice in Englewood,
New Jersey.

Mr. Reidler has performed legal services for the Partnership.

Litigation and Claims Involving Mr. Phillips

Southmark Bankruptcy. Until January 1989, Mr. Phillips, a director, Chairman
of the Board and Chief Executive Officer of SAMI, served as Chairman of the
Board and director (since 1980) and President and Chief Executive Officer
(since 1981) of Southmark. As a result of a deadlock on Southmark's Board of
Directors, Mr. Phillips, among others, reached an agreement whereby Mr.
Phillips resigned his positions with Southmark and certain of Southmark's
subsidiaries and affiliates. Southmark filed a voluntary petition in
bankruptcy under Chapter 11 of the United States Bankruptcy Code on July 14,
1989.

San Jacinto Savings Association. On November 30, 1990, San Jacinto Savings
Association ("SJSA"), a savings institution that was owned by

81
<PAGE> 82
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

Litigation and Claims Involving Mr. Phillips
(Continued)

Southmark since 1983 and for which Mr. Phillips served as a director from 1987
to January 1989, was placed under conservatorship of the Resolution Trust
Corporation ("RTC") by federal banking authorities. On December 14, 1990, SJSA
was converted into a Federal Association and placed in receivership. On
November 26, 1993, the RTC filed lawsuits in Dallas and New York City against
Mr. Phillips, six former directors, auditors and lawyers of SJSA, alleging that
the auditors and former directors could and should have stopped SJSA's poor
lending practices during the period it was owned by Southmark and that the
former directors abdicated their responsibility for reviewing loans during the
same period. The Office of Thrift Supervision ("OTS") also conducted a formal
examination of SJSA and its affiliates.

On November 21, 1994, Mr. Phillips entered into an agreement with the RTC and
OTS settling all claims relating to his involvement with SJSA.

Litigation Against Southmark and its Affiliates Alleging Fraud or
Mismanagement. There were several lawsuits filed against Southmark, its former
officers and directors (including Mr. Phillips) and others, alleging, among
other things, that such persons and entities engaged in conduct designed to
defraud and mislead the investing public by intentionally misrepresenting the
financial condition of Southmark. All such lawsuits have been settled or
dismissed without any findings or admissions of wrongdoing by Mr. Phillips.
NEITHER NATIONAL REALTY, THE OPERATING PARTNERSHIP, SAMLP NOR SAMI WAS A
DEFENDANT IN ANY OF THESE LAWSUITS.

Litigation Relating to Lincoln Savings and Loan Association, F.A. In an action
filed in the United States District Court for the District of Arizona on behalf
of Lincoln Savings and Loan Association, F.A. ("Lincoln") and captioned RTC v.
Charles H. Keating, Jr., et al, the RTC alleged that Charles H. Keating, Jr.
and other persons, including Mr. Phillips, fraudulently diverted funds from
Lincoln.

The RTC alleged that Mr. Phillips aided and abetted the insider defendants in a
scheme to defraud Lincoln and its regulators; that Southmark, its subsidiaries
and affiliates, including SJSA, facilitated and concealed the use of Lincoln
funds to finance the sale, at inflated prices, of assets of Lincoln's parent,
American Continental Corp. ("ACC"), in return for loans from Lincoln and
participations in contrived transactions; and that the insider defendants
caused Southmark to purchase ACC assets at inflated prices. The RTC alleged
that Lincoln and/or ACC engaged in three illegal transactions with Southmark or
its affiliates while Mr. Phillips was affiliated with Southmark. Southmark was
not a defendant in this action.

The RTC alleged nine separate causes of action against Mr. Phillips, including
aiding and abetting the violation of, and conspiracy to violate, federal and
state Racketeer Influenced and Corrupt Organiza-

82
<PAGE> 83
ITEM 10. GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS
OF THE REGISTRANT'S GENERAL PARTNER (Continued)

Litigation and Claims Involving Mr. Phillips
(Continued)

tions Act ("RICO") statutes, violations of Arizona felony statutes, common law
fraud, civil conspiracy and breach of fiduciary duty. The RTC sought to
recover from the defendants more than $1 billion, as well as treble damages
under the federal RICO statute, punitive damages of at least $100 million and
attorneys' fees and costs.

On November 21, 1994, Mr. Phillips entered into an agreement with the RTC
settling all claims relating to his involvement with Lincoln.

Southmark Partnership Litigation. One of Southmark's principal businesses was
real estate syndication and from 1981 to 1987 Southmark raised over $500
million in investments from limited partners in several hundred limited
partnerships. The following two lawsuits related to and involved such
activities.

In an action filed in May 1992 in a Texas state court captioned HCW Pension
Real Estate Fund, et al. v. Phillips et al., the plaintiffs, fifteen former
Southmark related public limited partnerships, alleged that the defendants
violated the partnership agreements by charging certain administrative costs
and expenses to the plaintiffs. The complaint alleged claims for breach of
fiduciary duty, fraud and conspiracy to commit to fraud and sought to recover
actual damages of approximately $12.6 million plus punitive damages, attorneys'
fees and costs. The defendants included, among others, Mr.. Phillips. In
October 1993, the court granted partial summary judgment in favor of Mr.
Phillips on the plaintiffs' breach of fiduciary duty claims. Notice of
non-suit in favor of Mr. Phillips was entered on March 9, 1994.

In an action filed in January 1993 in a Michigan state court captioned Van
Buren Associates Limited Partnership, et al. v. Friedman, et al., the
plaintiff, a former Southmark sponsored limited partnership, alleged a claim
for breach of fiduciary duty in connection with the 1988 transfer of certain
property by the partnership. The plaintiff sought damages in an unspecified
amount, plus costs and attorneys' fees. The plaintiff also sought quiet title
to the property at issue. The defendants included, among others, Mr. Phillips.
The lawsuit was settled in November 1994.

ITEM 11. EXECUTIVE COMPENSATION

Neither National Realty nor the Operating Partnership has any employees,
payroll or benefit plans and pays no salary or other cash compensation directly
to any person other than (i) $50,000 per year to each member of the Oversight
Committee plus additional sums to an employee of the Oversight Committee, (ii)
$4,000 per year to each member of the Fairness and Audit Committees and (iii)
fees and expense reimbursements in accordance with the Partnership Agreement to
the General Partner or its affiliates for services provided to the Partnership.
See ITEM 8. "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA."

83
<PAGE> 84
ITEM 11. EXECUTIVE COMPENSATION (Continued)

SAMI has no employees, payroll or benefit plans and pays no compensation to its
officers or directors.

The Moorman Settlement Agreement provides that effective May 1, 1990 the
Partnership's future reimbursement of any salaries which may be paid to Messrs.
Phillips and Friedman shall be limited to an aggregate of $500,000 per year,
for any such reimbursement of salaries to be deferred until such time as a
Target, as defined in the Moorman Settlement Agreement, may be met and, if
SAMLP resigns as General Partner during the pendency of the Moorman Settlement
Plan, for the waiver of any reimbursement of salary so deferred. Accordingly,
no reimbursement for the salaries of Messrs. Phillips and Friedman was charged
to or paid by the Partnership in 1994, 1993, 1992 or 1991. Mr. Friedman
resigned as a general partner of SAMLP on March 4, 1994.

Mr. Phillips may indirectly benefit from other payments made by the Partnership
to certain related parties.

Mr. Davis received $4,000 in 1994 for serving on the Partnership's Fairness
Committee. Mr. Schrag, who served on the Fairness Committee until February
1995, also received $4,000 for serving on such committee in 1994. Mr. Reidler
received $4,000 in 1994 for serving on the Partnership's Audit Committee.
Messrs. Kelly, Baker and Radovsky each received $50,000 in 1994 for serving on
the Oversight Committee. See ITEM 10. "GENERAL PARTNER OF THE REGISTRANT AND
EXECUTIVE OFFICERS OF THE REGISTRANT'S GENERAL PARTNER."

[THIS SPACE INTENTIONALLY LEFT BLANK.]

84
<PAGE> 85
ITEM 11. EXECUTIVE COMPENSATION (Continued)

Performance Graph

The following performance graph compares the cumulative total unitholder return
on the Partnership's units of limited partner interest with the Dow Jones
Market Index ("DJ Market Index") and the Dow Jones Real Estate Index ("DJ Real
Estate Index"). The comparison assumes that $100 was invested on December 31,
1989 in the Partnership's units of limited partner interest and in each of the
indices and further assumes the reinvestment of all distributions. Past
performance is not necessarily an indicator of future performance.

COMPARISON OF FIVE YEAR
CUMULATIVE TOTAL RETURN

[GRAPH]

<TABLE>
<CAPTION>
=======================================================================================================================
1989 1990 1991 1992 1993 1994
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THE PARTNERSHIP 100 90 126 212 268 341
-----------------------------------------------------------------------------------------------------------------------
DJ EQUITY MARKET INDEX 100 96 127 138 152 153
-----------------------------------------------------------------------------------------------------------------------
DJ REAL ESTATE INDEX 100 66 74 67 78 74
=======================================================================================================================
</TABLE>

85
<PAGE> 86
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners. The following table sets
forth the ownership of National Realty's units of limited partner interest,
both beneficially and of record, both individually and in the aggregate, for
those persons known by National Realty to be beneficial owners of more than 5%
of its units of limited partner interest, as of the close of business on March
17, 1995.

<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner Ownership Class (1)
--------------------------- ----------------- -----------
<S> <C> <C>
American Realty Trust, Inc. 1,047,879 49.0%
10670 N. Central Expressway
Suite 300
Dallas, Texas 75231

</TABLE>
----------------------------

(1) Percentage is based upon 2,139,395 units of limited partner interest
outstanding at March 17, 1995.

Security Ownership of Management. The following table sets forth the ownership
of National Realty's units of limited partner interest, both beneficially and
of record, both individually and in the aggregate, by SAMLP, the general
partners of SAMLP, and the executive officers and directors of SAMI, as of the
close of business on March 17, 1995.

<TABLE>
<CAPTION>
Percent of
Name of Beneficial Owner Number of Units Units (1)
----------------------------- ------------------- ----------
<S> <C> <C>
SAMLP, the general 1,124,504 (2) 52.6%
partners of SAMLP, and
the executive officers
and directors of SAMI
as a group (6 individuals)

</TABLE>
-----------------------

(1) Percentage is based upon 2,139,395 units of limited partner interest
outstanding as of March 17, 1995.

(2) Includes 1,047,879 units owned by ART and 76,625 units owned by BCM, of
which the general partners of SAMLP and executive officers of SAMI, ART
and BCM may be deemed to be the beneficial owners by virtue of their
positions as general partners of SAMLP and executive officers of SAMI,
ART and BCM. SAMLP's general partners and the executive officers of
SAMI, ART and BCM disclaim beneficial ownership of such units.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Business Relationships

National Realty is the sole limited partner of the Operating Partnership and
owns 99% of the beneficial interest in the Operating Partnership. SAMLP is the
general partner of, and owner of a 1% beneficial interest

86
<PAGE> 87
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)

Certain Business Relationships (Continued)

in, each of National Realty and the Operating Partnership. Southmark Asset
Management, Inc., a wholly-owned subsidiary of Southmark, was the managing
general partner of SAMLP until January 17, 1989, when it transferred its 96%
limited partnership interest to ART, a real estate investment company of which
Messrs. Phillips and Friedman served as officers and directors until November
16, 1992 and December 31, 1992, respectively. As a result, Messrs. Phillips
and Friedman became the sole general partners of SAMLP, and each owned 2% of
the beneficial interest in SAMLP. On February 25, 1992, ART transferred a
19.2% limited partner interest in SAMLP to Southmark pursuant to the settlement
of litigation with Southmark in December 1991. See ITEM 3. "LEGAL PROCEEDINGS
- Southmark Litigation."

On July 18, 1989, Messrs. Phillips and Friedman each assigned .05% of their
general partner interest in SAMLP to SAMI, a company of which Mr. Phillips
serves as a director, Chairman of the Board and Chief Executive Officer and of
which BCM is the sole shareholder. On March 4, 1994, Mr. Friedman resigned as
a general partner of SAMLP. As a result, Mr. Phillips and SAMI are the
general partners of SAMLP, with 1.95% and .10%, respectively, of the beneficial
interest in SAMLP. Mr. Friedman's 1.95% interest in SAMLP is now a limited
partner interest. SAMI was appointed Managing General Partner of SAMLP on June
18, 1990. Oscar W. Cashwell, President and director of SAMI, was Assistant to
the President, Real Estate Operations of Southmark from March 1982 to June
1989. Karl Blaha, Executive Vice President and Director of Commercial
Management of SAMI, was Corporate Vice President of Southmark from April 1984
to August 1988 and President of Southmark Commercial Management from March 1986
to August 1988. Bruce A. Endendyk, Executive Vice President of SAMI, was
Executive Vice President from January 1989 to November 1990 of Southmark and
President and Chief Executive Officer of Southmark Equities Corporation from
March 1988 to January 1989. Thomas A. Holland, Senior Vice President and Chief
Accounting Officer of SAMI, was Vice President and Controller of Southmark from
December 1986 to June 1990.

Since February 1, 1990, affiliates of the Managing General Partner have
provided property management services to the Partnership. Currently, Carmel,
Ltd. provides property management services for a fee of 5% or less of the
monthly gross rents collected on the properties under its management. Carmel,
Ltd. subcontracts with other entities for the property-level management
services to the Partnership at various rates. The general partner of Carmel,
Ltd. is BCM. The limited partners of Carmel, Ltd. are (i) SWI, of which Mr.
Phillips is the sole shareholder, (ii) Mr. Phillips and (iii) a trust for the
benefit of Mr. Phillips' children. BCM is a company which is owned by a trust
for the benefit of the children of Mr. Phillips. BCM performs certain
administrative and other functions for the Partnership. See ITEM 1. "BUSINESS
- Management and Operations" and ITEM 11. "EXECUTIVE COMPENSATION."
Search/Lodges Diversified, L.P., in which BCM is a limited partner, served as
landlord for the Partnership until December 31, 1994.

87
<PAGE> 88
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)

Certain Business Relationships (Continued)

Messrs. Cashwell, Blaha, Endendyk, Paulson and Schrauff serve as executive
officers of BCM. Mr. Phillips served as a director until December 1989 and
Chief Executive Officer until September 1, 1992, of BCM. Mr. Phillips is a
limited partner of Carmel, Ltd., which since February 1, 1991 has performed
property management services for the Partnership's properties. Messrs.
Cashwell, Blaha, Endendyk, Paulson and Schrauff serve as executive officers or
directors of CMET, IORT, TCI and ART. BCM serves as advisor to CMET, IORT, TCI
and ART.

Mr. Davis, who serves on the Fairness Committee, and Mr. Schrag, who served on
the Fairness Committee until February 1995, both served as trustees or
directors of CMET, IORT and TCI until March 1995 and August 1994, respectively.
Proximity Research Corporation, a company of which Mr. Kelly, who serves as
Chairman and Secretary of the Oversight Committee, has provided professional
services to the Partnership.

Related Party Transactions

The Partnership has engaged in business transactions with certain related
parties and may continue to do so, subject to unanimous approval of the
Oversight Committee during the term of the Moorman Settlement Plan as discussed
under ITEM 10. "GENERAL PARTNER OF THE REGISTRANT AND EXECUTIVE OFFICERS OF
THE REGISTRANT'S GENERAL PARTNER - Oversight Committee." The Partnership
believes that all of the related party transactions were at least as
advantageous to the Partnership as could have been obtained from unrelated
third parties.

In September 1994, the Partnership sold the Creekwood Apartments in College
Park, Georgia to Minority and Elderly Housing Assistance Foundation, Inc.
("MEHAF") for $6.0 million. The Partnership has accounted for the sale as a
financing transaction, having provided financing of the purchaser's down
payment. On the date of sale, the purchaser obtained new first mortgage
financing from an independent lending institution in the amount of $3.0
million. The Partnership received $1.3 million in excess proceeds from the new
financing, after the payoff of the existing mortgage in the amount of $1.1
million and the funding of required repair escrows and closing costs associated
with the financing. The Partnership has recorded the extinguishment of the
then existing mortgage debt as well as the new first mortgage. Ted P. Stokely,
a trustee or director and Chairman of the Board of CMET, IORT and TCI and the
General Manager of MEHAF.

In November 1992, the Partnership refinanced 52 of its apartment complexes and
a wraparound note receivable with a financial institution. Garden Capital,
L.P. ("GCLP"), a Delaware limited partnership, was formed to facilitate such
refinancing. The Operating Partnership is the sole limited partner with a
99.3% limited partnership interest in GCLP. The Operating Partnership received
its limited partnership interest in exchange for the transfer of the 52
apartment complexes and the wraparound note receivable to GCLP. Garden Capital
Management Incorporated ("GCMI"), a Nevada corporation, is the .7% managing
general partner of GCLP.

88
<PAGE> 89
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)

Related Party Transactions (Continued)

GCLP transferred the acquired apartment assets in exchange for a 99% limited
partner interest in each of 52 single asset limited partnerships which were
formed for the purpose of operating, refinancing and holding title to the 52
apartment complexes previously owned by the Operating Partnership. The
transfer of the 52 apartment complexes and the wraparound note receivable were
effective November 25, 1992. The common stock of Garden Capital Incorporated
("GCI") and GCMI is owned by John A. Doyle (20%), Richard A. Green (40%) and
Henry W. Simon (40%).

The Partnership has paid and pays cost reimbursements, property management fees
or other cash compensation to BCM and its affiliates and other related parties
as described in ITEM 11. "EXECUTIVE COMPENSATION" and ITEM 1. "BUSINESS -
Management and Operations." BCM performs certain administrative functions for
the Partnership on a cost reimbursement basis. The Fairness Committee has
approved the formula for computing the Partnership's proportionate share of
certain of BCM's reimbursable costs. GCMI performs administrative functions,
similar to those performed for the Partnership by BCM, for GCLP on a cost
reimbursement basis. Since February 1, 1990, affiliates of BCM have provided
property management services to the Partnership. Currently, Carmel, Ltd.,
provides such property management services. Carmel, Ltd. subcontracts with
other entities for the property-level management services to the Partnership.
Carmel, Ltd. subcontracts the property-level management and leasing of twelve
of the Partnership's commercial properties to Carmel Realty, which is a company
owned by SWI. Carmel Realty is entitled to receive property and construction
management fees and leasing commissions in accordance with the terms of its
property-level management agreement with Carmel, Ltd. Carmel, Ltd. does not
perform property management services to the properties transferred to GCLP.
Carmel, Ltd. and Carmel Realty also perform similar services for ART, CMET,
IORT and TCI. See NOTE 11. "GENERAL PARTNER FEES AND COMPENSATION" included in
Notes to Consolidated Financial Statements at ITEM 8. "FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA," for a summary of fees paid and costs reimbursed by the
Partnership.

The Partnership's Fairness Committee periodically reviews certain transactions
between the Partnership and its affiliates. See ITEM 1. "BUSINESS - Management
and Operations." The Fairness Committee has approved the terms of the
Partnership's contracts and terms for services and reimbursements with
affiliates.

The Partnership's Oversight Committee must approve certain types of
transactions between the Partnership and SAMLP or its affiliates, as defined in
the Moorman Settlement Agreement. See ITEM 3. "LEGAL PROCEEDINGS - Moorman
Settlement."

Indebtedness of Management

In return for its 1% interest in National Realty, the General Partner was
required to make aggregate capital contributions to National Realty in an
amount equal to 1.01% of the total initial capital contributions

89
<PAGE> 90
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)

Indebtedness of Management (Continued)

to the Partnership. The General Partner contributed $500,000 cash with the
remaining portion evidenced by a promissory note in the principal amount of
$4.2 million, bearing interest at the rate of 10% per annum compounded
semi-annually and payable on the earlier of September 18, 2007, liquidation of
the Partnership or a termination of the General Partner's interest in the
Partnership. As of December 31, 1994, no payments had been received on such
note. At December 31, 1994, accrued and unpaid interest on the note totaled
$4.3 million.

______________________________

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON
FORM 8-K

(a) The following documents are filed as part of this Report:

1. Consolidated Financial Statements

Report of Independent Certified Public Accountants

Consolidated Balance Sheets -
December 31, 1994 and 1993

Consolidated Statements of Operations -
Years Ended December 31, 1994, 1993 and 1992

Consolidated Statements of Changes in Partners' Equity (Deficit) -
Years Ended December 31, 1994, 1993 and 1992

Consolidated Statements of Cash Flows -
Years Ended December 31, 1994, 1993 and 1992

Notes to Consolidated Financial Statements

2. Financial Statement Schedules

Schedule III - Real Estate and Accumulated Depreciation

Schedule IV - Mortgage Loans on Real Estate

All other schedules are omitted because they are not applicable or because the
required information is shown in the Consolidated Financial Statements or the
Notes thereto.

90
<PAGE> 91
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON
FORM 8-K (Continued)

3. Exhibits

The following documents are filed as Exhibits to this Report:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -------------------------------------------------------------------------------------------------------------
<S> <C>
3.0 National Realty, L.P. Amended and Restated Certificate of Limited Partnership, dated March 4, 1987
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement No. 33-16215 on Form S-
4).

3.1 National Realty, L.P. First Amended and Restated Agreement of Limited Partnership, dated as of January 29,
1987 (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement No. 33-16215 on
Form S-4).

3.2 Certificate of Amendment of Limited Partnership Agreement of National Realty, L.P. dated as of May 14, 1990
(incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1990).

4.0 Indenture, dated as of September 18, 1987, by and between National Realty, L.P. and Mellon Bank, N.A.
(incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement No. 33-16215 on Form
S-4).

4.1 Amendment No. 1, dated as of December 28, 1987, to Trust Indenture between National Realty, L.P. and Mellon
Bank, N.A. (incorporated by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988).

4.2 Form of Warrant Agreement between National Realty, L.P. and American Stock Transfer and Trust Company, as
Warrant Agent (Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement No. 33-
38352 on Form S-11)

10.0 Loan Agreement dated as of November 24, 1992 by and among First Commonwealth Realty Credit Corporation as
Lender, and Garden Kimberly Woods L.P. et. al., as Borrower. (incorporated by reference to Exhibit 10.1 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992).

11.0 Computation of Earnings Per Unit.

21.0 Subsidiaries of the Registrant.

27.0 Financial Data Schedule.
</TABLE>

91
<PAGE> 92
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON
FORM 8-K (Continued)

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -------------------------------------------------------------------------------------------------------------
<S> <C>
99.0 Agreement of Limited Partnership of National Operating, L.P. (incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement No. 33-16215 on Form S-4).

99.1 Limited Partnership Agreement of Garden Capital, L.P. between Garden Capital Management Incorporated and
National Operating, L.P. (incorporated by reference to Exhibit 28.2 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992).

99.2 Settlement Agreement, dated as of May 9, 1990, relating to the action entitled Moorman et. al v. Southmark
Corporation et al. (incorporated by reference to Exhibit 5.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1990).

99.3 Settlement Agreement and Mutual Release, dated as of December 27, 1991, between Southmark Corporation, et al
and Gene E. Phillips, et al (incorporated by reference to the Registrant's Current Report on Form 8-K, dated
December 27, 1991).

99.4 Term Sheet, dated October 6, 1993, among National Realty, L.P., Syntek Asset Management, L.P., National
Realty, L.P. Oversight Committee and American Realty Trust, Inc. (incorporated by reference to Exhibit 2 to
the Registrant's Current Report on Form 8-K, dated October 6, 1993).

(b) Reports on Form 8-K
</TABLE>

None

92
<PAGE> 93
NATIONAL REALTY, L.P.
Signature Page

Pursuant to the requirements of Section 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.

NATIONAL REALTY, L.P.

By its General Partner:

SYNTEK ASSET MANAGEMENT, L.P.

By its General Partners:

SYNTEK ASSET MANAGEMENT, INC.

By: /s/ Oscar W. Cashwell
-------------------------------------------
Oscar W. Cashwell
President and Director

/s/ Gene E. Phillips
-------------------------------------------
Gene E. Phillips

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Syntek Asset
Management, L.P., as General Partner of the Registrant and in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
SYNTEK ASSET MANAGEMENT, INC. Managing General Partner

By: /s/ Oscar W. Cashwell March 30, 1995
---------------------------------
Oscar W. Cashwell
President and Director

/s/ Gene E. Phillips General Partner of March 30, 1995
------------------------------------ Syntek Asset Management, L.P.
Gene E. Phillips and Director of Syntek Asset
Management, Inc.
</TABLE>

93
<PAGE> 94
NATIONAL REALTY, L.P.

EXHIBITS TO
ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 1994

<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------------- ------
<S> <C> <C>
11.0 Computation of Earnings Per Unit. 95

21.0 Subsidiaries of the Registrant. 96

27.0 Financial Data Schedule 97
</TABLE>

<PAGE> 1
Exhibit 11.0

NATIONAL REALTY, L.P.
COMPUTATION OF EARNINGS PER UNIT

<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------------------
1994 1993 1992
------------- ------------- ------------
(dollars in thousands, except per unit)
<S> <C> <C> <C>
Income (loss) before extraordinary
gain....................................... $ 5,017 $ (7,795) $ (9,552)

Less - General Partners' 1.99%
interest................................... 100 (155) (190)
------------- ------------- ------------

Income (loss) allocable to Limited
Partners before extraordinary gain......... $ 4,917 $ (7,640) $ (9,362)
============= ============= ============

Extraordinary gain.......................... $ - $ 9,046 $ 6,385

Less - General Partners' 1.99%
interest................................... - 180 127
------------- ------------- ------------

Extraordinary gain allocable to
Limited Partners........................... $ - $ 8,866 $ 6,258
============= ============= ============

Net income (loss)........................... $ 5,017 $ 1,251 $ (3,167)

Less - General Partners' 1.99%
interest................................... 100 25 (63)
------------- ------------- ------------

Net income (loss) allocable to
Limited Partners........................... $ 4,917 $ 1,226 $ (3,104)
============= ============= ============

Earnings per unit
Income (loss) before extraordinary
gain....................................... $ 2.30 $ (3.40) $ (3.98)
Extraordinary gain......................... - 3.94 2.66
------------ ------------ -----------
Net income (loss)........................... $ 2.30 $ .54 $ (1.32)
============ ============ ===========

Weighted average units of limited
partner interest used in computing
earnings per unit.......................... 2,139,524 2,249,330 2,348,478
============= ============= ============
</TABLE>

<PAGE> 1
EXHIBIT 21.0

SUBSIDIARIES OF THE REGISTRANT

1. National Operating, L.P., a Delaware limited partnership.

2. SM Subsidiary Corp., a Nevada corporation, wholly-owned by National
Operating, L.P.

3. Regency National Associates, Inc., a Texas corporation, wholly-owned by
National Operating, L.P.

4. National Subsidiary Corp., a Florida corporation, wholly-owned by National
Realty, L.P.

5. Bavarian Woods National Associates, an Ohio general partnership; Brookview
National Associates, a Georgia general partnership; Chalet II Associates, a
Kansas general partnership; Covered Bridge National Associates, a Florida
general partnership; Four Seasons National Associates, a Colorado general
partnership; Granada National Associates, a Nebraska general partnership;
King Village National Associates, an Alabama general partnership; Nora
Pines National Associates, an Indiana general partnership; Palisades
National Associates, a Washington general partnership; Regency National
Associates, a Nebraska general partnership; Sherwood Glen National
Associates, an Iowa general partnership; Timber Creek National Associates,
a Nebraska general partnership; The Vineyards National Associates, an Ohio
general partnership; Country Associates, L.P., a Texas general
partnership; Southern Palms Associates, an Arizona general partnership;
King Village National Associates, an Alabama limited partnership; Shoreview
Towers Associates II, a Florida limited partnership; Creekwood National
Associates Limited Partnership, a Texas limited partnership; Cross County
National Associates, L.P., an Illinois limited partnership; Pines Whisper
Limited Partnership, a California limited partnership.

6. Garden Capital, L.P., a Delaware limited partnership. National Operating,
L.P. is the sole limited partner.

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 3,748
<SECURITIES> 636
<RECEIVABLES> 13,442
<ALLOWANCES> 1,910
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 451,572
<DEPRECIATION> 210,037
<TOTAL-ASSETS> 290,140
<CURRENT-LIABILITIES> 0
<BONDS> 337,544
<COMMON> 0
0
0
<OTHER-SE> (91,823)
<TOTAL-LIABILITY-AND-EQUITY> 290,140
<SALES> 0
<TOTAL-REVENUES> 105,014
<CGS> 0
<TOTAL-COSTS> 60,793
<OTHER-EXPENSES> 10,034
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34,145
<INCOME-PRETAX> (3,235)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,235)
<DISCONTINUED> 0
<EXTRAORDINARY> 8,252
<CHANGES> 0
<NET-INCOME> 5,017
<EPS-PRIMARY> 2.30
<EPS-DILUTED> 2.30

</TABLE>