HIGH EQUITY PARTNERS L P SERIES 88
10-Q, 1998-05-15
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1998

                         Commission file number 0-16855

                      HIGH EQUITY PARTNERS L.P. - SERIES 88
             (Exact name of registrant as specified in its charter)


        DELAWARE                                                13-3394723
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

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

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes   [ X ]       No   [   ]
<PAGE> 
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                                      INDEX

                                                              


Part I. Financial Information:

Balance Sheets--March 31, 1998 and December 31, 1997          

Statements of Operations--Three Months Ended March 31,
1998 and l997                                                 

Statement of Partners' Equity--Three Months Ended
March 31, 1998                                                

Statements of Cash Flows-- Three Months Ended
March 31, 1998 and 1997                                       

Notes to Financial Statements                                 

Management's Discussion and Analysis of Financial
Condition and Results of Operations                           

Part II. Other Information:

Legal Proceedings, Exhibits and Reports on Form 8-K           

<PAGE>
<TABLE>
<CAPTION>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998
 

                                 BALANCE SHEETS



                                                    March 31,       December 31, 
                                                      1998               1997 
                                                   ------------      -----------
<S>                                                <C>               <C>
ASSETS

Real estate - net...........................       $48,028,670       $48,282,393
Cash and cash equivalents ..................         6,691,507         6,540,252
Other assets ...............................         1,227,193         1,280,167
Receivables ................................           285,995           194,041
                                                   -----------       -----------

                                                   $56,233,365       $56,296,853
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Distributions payable ......................       $   997,899       $   997,899
Accounts payable and accrued expenses ......           661,019           761,559
Due to affiliates ..........................           511,351           584,780
                                                   -----------       -----------

                                                     2,170,269         2,344,238
                                                   -----------       -----------

Commitments and contingencies

PARTNERS' EQUITY:

Limited partners' equity (371,766
   units issued and outstanding) ...........        51,359,920        51,254,962
General partners' equity ...................         2,703,176         2,697,653
                                                   -----------       -----------

                                                    54,063,096        53,952,615
                                                   -----------       -----------

                                                   $56,233,365       $56,296,853
                                                   ===========       ===========

</TABLE>
                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                            STATEMENTS OF OPERATIONS


                                                         For the Three Months 
                                                            Ended March 31,
                                                     ---------------------------
                                                        1998             1997
                                                     ----------       ----------
<S>                                                  <C>              <C>
Rental Revenue ...............................       $2,205,607       $2,041,853
                                                     ----------       ----------

Costs and Expenses:

     Operating expenses ......................          162,679          480,761
     Depreciation and amortization ...........          392,683          420,100
     Partnership asset management fee ........          220,101          220,101
     Administrative expenses .................          335,754          208,767
     Property management fee .................           60,828           56,255
                                                     ----------       ----------

                                                      1,172,045        1,385,984
                                                     ----------       ----------

Income before interest and other income ......        1,033,562          655,869

     Interest income .........................           73,968           61,874

     Other income ............................              850            5,600
                                                     ----------       ----------

Net income ...................................       $1,108,380       $  723,343
                                                     ==========       ==========

Net income attributable to:

     Limited partners ........................       $1,052,961       $  687,176

     General partners ........................           55,419           36,167
                                                     ----------       ----------

Net income ...................................       $1,108,380       $  723,343
                                                     ==========       ==========

Net income per unit of limited part-
     nership interest (371,766 units
     outstanding) ............................       $     2.83       $     1.85
                                                     ==========       ==========
</TABLE>
                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
             HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                                STATEMENT OF PARTNERS' EQUITY



                                                General         Limited  
                                               Partners'        Partners'
                                                Equity           Equity           Total
                                             -----------      -----------     -----------
<S>                                          <C>              <C>             <C>
Balance, January 1, 1998 ...............     $ 2,697,653      $51,254,962     $53,952,615

Net income for the three months
ended March 31, 1998 ...................          55,419        1,052,961       1,108,380

Distributions as a return of capital for
the three months ended March 31, 1998
($2.55 per limited partnership unit) ...         (49,896)        (948,003)       (997,899)
                                             -----------      -----------     -----------

Balance, March 31, 1998 ................     $ 2,703,176      $51,359,920     $54,063,096
                                             ===========      ===========     ===========

</TABLE>
                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
             HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998


                            STATEMENTS OF CASH FLOWS


                                                            For the Three Months 
                                                               Ended March 31,
                                                       ----------------------------
                                                          1998               1997
                                                       -----------      -----------
<S>                                                    <C>              <C>
Cash Flows From Operating Activities:

     Net income ..................................     $ 1,108,380      $   723,343
     Adjustments to reconcile net income
     to net cash provided by operating activities:
         Depreciation and amortization ...........         392,683          420,100
         Straight line adjustment for stepped
           lease rentals .........................          26,103           12,208
     Changes in assets and liabilities:
         Accounts payable and accrued expenses ...        (100,540)        (215,042)
         Receivables .............................         (91,954)         (11,484)
         Due to affiliates .......................         (73,429)        (855,055)
         Other assets ............................         (16,007)         (22,463)
                                                       -----------      -----------

     Net cash provided by operating activities ...       1,245,236           51,607
                                                       -----------      -----------

Cash Flows From Investing Activities:

     Improvements to real estate .................         (96,082)            (811)
                                                       -----------      -----------

Cash Flows From Financing Activities:

     Distributions to partners ...................        (997,899)        (684,832)
                                                       -----------      -----------

Increase (Decrease) in Cash and Cash Equivalents .         151,255         (634,036)

Cash and Cash Equivalents, Beginning of Year .....       6,540,252        5,353,731
                                                       -----------      -----------

Cash and Cash Equivalents, End of Quarter ........     $ 6,691,507      $ 4,719,695
                                                       ===========      ===========
</TABLE>
                        See notes to financial statements
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

l. GENERAL

The accompanying  financial statements,  notes and discussions should be read in
conjunction  with  the  financial  statements,  related  notes  and  discussions
contained  in the  Partnership's  annual  report on Form l0-K for the year ended
December 3l, l997.

The financial information contained herein is unaudited; however, in the opinion
of management, all adjustments (consisting only of normal recurring adjustments)
necessary  for a fair  presentation  of such  financial  information  have  been
included.

2. SIGNIFICANT ACCOUNTING POLICIES

Impairment of Assets

The Partnership  evaluates the  recoverability  of the net carrying value of its
real  estate  and  related  assets  at  least   annually,   and  more  often  if
circumstances  dictate.  If this review  indicates  that the carrying value of a
property may not be recoverable, the Partnership estimates the future cash flows
expected to result from the use of the property  and its  eventual  disposition,
generally over a five-year holding period. In performing this review, management
takes into account,  among other things,  the existing  occupancy,  the expected
leasing prospects of the property and the economic situation in the region where
the property is located.

If the sum of the  expected  future cash flows,  undiscounted,  is less than the
carrying amount of the property,  the Partnership recognizes an impairment loss,
and reduces the carrying  amount of the asset to its estimated fair value.  Fair
value is the  amount  at which  the  asset  could be bought or sold in a current
transaction  between  willing  parties,  that  is,  other  than in a  forced  or
liquidation sale. Management estimates fair value using discounted cash flows or
market comparables, as most appropriate for each property. Independent certified
appraisers are utilized to assist management, when warranted.

Impairment  write-downs  recorded by the Partnership do not affect the tax basis
of the assets and are not  included in the  determination  of taxable  income or
loss.

Because the cash flows used to  evaluate  the  recoverability  of the assets and
their fair values are based upon projections of future economic events,  such as
property  occupancy  rates,  rental rates,  operating  cost inflation and market
capitalization  rates, the amounts ultimately realized at disposition may differ
materially  from the net carrying  values at the balance  sheet dates.  The cash
flows and  market  comparables  used in this  process  are  based on good  faith
estimates and  assumptions  developed by  management.  Unanticipated  events and
circumstances  may occur and some  assumptions may not  materialize;  therefore,
actual results may vary  materially  from the estimates.  The Partnership may in
the  future  provide  additional  write-downs,   which  could  be  material,  in
subsequent years if real estate markets or local economic conditions change.
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Certain  reclassifications  were made to the prior year financial  statements in
order to conform them to the current period presentation.

Results  of  operations  for the  three  months  ended  March  31,  1998 are not
necessarily indicative of the results to be expected for the entire year.

3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

The Managing General Partner of the Partnership, Resources High Equity, Inc., is
a wholly-owned subsidiary of Presidio Capital Corp.  ("Presidio").  Presidio AGP
Corp., which is a wholly-owned  subsidiary of Presidio, is the Associate General
Partner  (together with the Managing General Partner,  the "General  Partners").
The General  Partners and affiliates of the General Partners are also engaged in
businesses related to the acquisition and operation of real estate.  Presidio is
also the parent of other  corporations  that are or may in the future be engaged
in businesses  that may be in  competition  with the  Partnership.  Accordingly,
conflicts  of  interest  may  arise  between  the  Partnership  and  such  other
businesses.

The  Partnership  has a property  management  services  agreement with Resources
Supervisory  Management  Corp.  ("Resources  Supervisory"),  an affiliate of the
Managing  General  Partner,   to  perform  certain  functions  relating  to  the
management  of the  properties  of the  Partnership.  A portion of the  property
management  fees are paid to  unaffiliated  management  companies  which perform
certain  management  functions for certain  properties.  For the quarters  ended
March 31, 1998 and 1997,  Resources  Supervisory was entitled to receive $60,828
and $56,255, respectively, of which $34,578 and $28,752 was paid to unaffiliated
management companies, respectively.

For the  administration  of the  Partnership,  the Managing  General  Partner is
entitled to receive reimbursement of expenses of a maximum of $200,000 per year.
For each of the quarters  ended March 31, 1998 and 1997,  the  Managing  General
Partner was entitled to receive $50,000.

For managing the affairs of the  Partnership,  the Managing  General  Partner is
entitled to receive an annual partnership asset management fee equal to 1.05% of
the amount of original  gross  proceeds paid or allocable to the  acquisition of
property by the  Partnership.  For each of the quarters ended March 31, 1998 and
1997, the Managing General Partner was entitled to receive $220,101.

The General  Partners  are  allocated  5% of the net income of the  Partnership,
which  amounted to $55,419 and $36,167 for the quarters ended March 31, 1998 and
1997, respectively. They are also entitled to receive 5% of distributions, which
amounted to $49,896 and $38,940 for the quarters  ended March 31, 1998 and 1997,
respectively.
<PAGE>
             HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS
 
3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

During the liquidation stage of the Partnership, the Managing General Partner or
an affiliate may be entitled to receive certain fees,  which are subordinated to
the limited  partners  receiving  their  original  invested  capital and certain
specified minimum returns on their investment.  All fees received by the General
Partners  are  subject to certain  limitations  as set forth in the  Partnership
Agreement.

From July 1996 through May 1, 1998,  Millenium  Funding IV Corp., a wholly owned
indirect subsidiary of Presidio,  purchased 47,270 units of the Partnership from
various limited partners, which represent approximately 12.7% of the outstanding
limited partnership units of the Partnership.

Pursuant to an agreement dated as of March 6, 1998 among Presidio, American Real
Estate Holding L.P. and Olympia Investors L.P. (the  "Purchaser"),  on March 12,
1998,  the  Purchaser  commenced  a tender  offer to  purchase  up to 40% of the
outstanding units of limited partnership interest at a purchase price of $117.00
per unit.

4. REAL ESTATE

The following table is a summary of the Partnership's real estate as of:
<TABLE>
<CAPTION>
                                             March 31,       December 31,  
                                               1998              1997
                                          ------------      ------------- 
<S>                                       <C>               <C>

       Land .........................     $  8,040,238      $  8,040,238
       Buildings and improvements ...       53,434,981        53,338,898
                                          ------------      ------------

                                            61,475,219        61,379,136
       Less: Accumulated depreciation      (13,446,549)      (13,096,743)
                                          ------------      ------------
                                          $ 48,028,670      $ 48,282,393
                                          ============      ============
</TABLE>
No write-downs for impairment were recorded for the three months ended March 31,
1998 or 1997.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

5. DISTRIBUTIONS PAYABLE
<TABLE>
<CAPTION>
                                                 March 31,   December 31,  
                                                   1998         1997
                                                ---------     ----------- 

<S>                                             <C>            <C>
          Limited partners ($2.55 per unit)     $948,003       $948,003
          General partners ................       49,896         49,896
                                                --------       --------
                                                $997,899       $997,899
                                                ========       ========
</TABLE>
Such  distributions  were paid in the quarters  subsequent to March 31, 1998 and
December 31, 1997, respectively.
 
6. DUE TO AFFILIATES
<TABLE>
<CAPTION>
                                                              March 31,  December 31,  
                                                                1998          1997
                                                              --------      -------- 
<S>                                                           <C>           <C>
Partnership asset management fee ........................     $220,101      $220,101
Reorganization and ligitation cost reimbursement (Note 7)      215,000       215,000
Property management fee ................................        26,250        99,679
Non-accountable expense reimbursement ..................        50,000        50,000
                                                              --------      --------
                                                              $511,351      $584,780
                                                              ========      ========
</TABLE>
Such amounts were paid in the quarters subsequent to March 31, 1998 and December
31, 1997, respectively.

7. COMMITMENTS AND CONTINGENCIES

         On or about  May 11,  1993  High  Equity  Partners  L.P.  -  Series  86
         ("HEP-86"), an affiliated partnership,  was advised of the existence of
         an action (the  "California  Action")  in which a  complaint  (the "HEP
         Complaint") was filed in the Superior Court for the State of California
         for the County of Los  Angeles  (the  "Court") on behalf of a purported
         class  consisting  of all  of the  purchasers  of  limited  partnership
         interests  in the  Partnership.  On April 7, 1994 the  plaintiffs  were
         granted leave to file an amended complaint (the "Amended Complaint") on
         behalf  of  a  class  consisting  of  all  the  purchasers  of  limited
         partnership  interest  in  HEP-86,  the  Partnership,   and  Integrated
         Resources  High  Equity   Partners,   Series  85  ("HEP-85"),   another
         affiliated partnership.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

         On  November  30,  1995,  after  the  Court  preliminarily  approved  a
         settlement of the California  Action but  ultimately  declined to grant
         final  approval and after the Court granted  motions to intervene,  the
         original and  intervening  plaintiffs  filed a  Consolidated  Class and
         Derivative Action Complaint (the "Consolidated  Complaint") against the
         managing  general  partner  of  HEP-85  and  the  Partnership  and  the
         Investment  General  Partner  of  HEP-86;  the  Administrative  General
         Partner  of  HEP-86  (the  "General  Partners");  a  subsidiary  of the
         indirect  corporate  parent of the General  Partners;  and the indirect
         corporate parent of the General  Partners.  The Consolidated  Complaint
         alleged various state law class and derivative claims, including claims
         for  breach  of  fiduciary  duties;  breach  of  contract;  unfair  and
         fraudulent  business  practices under California Bus. & Prof. Code Sec.
         17200; negligence; dissolution, accounting and receivership; fraud; and
         negligent misrepresentation.  The Consolidated Complaint alleged, among
         other  things,  that  the  General  Partners  caused a waste of the HEP
         partnership assets by collecting  management fees in lieu of pursuing a
         strategy to maximize the value of the investments  owned by the limited
         partners;  that the General Partners breached their duty of loyalty and
         due care to the limited partners by expropriating  management fees from
         the  partnerships  without trying to run the HEP  partnerships  for the
         purposes for which they are intended;  that the General  Partners acted
         improperly to enrich  themselves in their  position of control over the
         HEP  partnerships  and  that  their  actions  prevented  non-affiliated
         entities from making and completing  tender offers to purchase units in
         the HEP  partnership;  that by  refusing  to seek  the  sale of the HEP
         partnerships' properties,  the General Partners diminished the value of
         the limited partners' equity in the HEP partnerships;  that the General
         Partners took a heavily  overvalued  partnership  asset management fee;
         and that limited  partnership  units were sold and marketed through the
         use of false and misleading statements.

         The Court entered an order on January 14, 1997 rejecting the settlement
         and  concluding  that there had not been an adequate  showing  that the
         settlement  was fair and  reasonable.  On February 24, 1997,  the Court
         granted  the request of one  plaintiffs'  law firm to withdraw as class
         counsel.  Thereafter,  in June 1997, the plaintiffs again amended their
         complaint  (the  "Second  Amended   Complaint").   The  Second  Amended
         Complaint  asserts  substantially  the same claims as the  Consolidated
         Complaint,  except  that it no longer  contains  causes  of action  for
         fraud,  for  negligent   misrepresentation,   or  for  negligence.  The
         defendants   served  answers  denying  the  allegations  and  asserting
         numerous  affirmative  defenses.  In February 1998, the Court certified
         three plaintiff classes  consisting of the current unit holders in each
         of the three HEP partnerships.  On March 11, 1998, the Court stayed the
         California  Action  temporarily  to  permit  the  parties  to engage in
         renewed settlement discussions.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

         The Limited  Partnership  Agreement provides for indemnification of the
         General  Partners and their  affiliates in certain  circumstances.  The
         Partnership  has agreed to  reimburse  the General  Partners  for their
         actual costs  incurred in defending  this  litigation  and the costs of
         preparing  settlement  materials.  Through March 31, 1998,  the General
         Partners had billed the  Partnership  a total of  $1,039,511  for these
         costs, of which $824,511 was paid.

         The General  Partners  believe that each of the claims  asserted in the
         Second  Amended  Complaint  are  meritless  and intend to  continue  to
         vigorously defend the California  Action. It is impossible at this time
         to predict  what the defense of the  California  Action will cost,  the
         Partnership's  financial  exposure  as a result of the  indemnification
         agreement  discussed  above,  and whether the costs of defending  could
         adversely affect the Managing General  Partner's ability to perform its
         obligations to the Partnership.

         On February 6,1998,  Everest Investors 8, LLC ("Everest")  commenced an
         action in the Superior  Court of the State of California for the County
         of Los Angeles (Case No. BC 185554),  against,  among  others,  the HEP
         partnerships,   Resources   Pension   Shares   5  LP   (an   affiliated
         partnership), the general partners of each of the partnerships, and DCC
         Securities Corp. In the action,  Everest  alleged,  among other things,
         that the partnerships and the general partners  breached the provisions
         of the  applicable  partnership  agreements  by refusing  to  recognize
         transfers to Everest of limited partnership units purportedly  acquired
         pursuant to tender  offers that had been made by Everest (the  "Everest
         Tender  Units").  Everest  sought  injunctive  relief (a) directing the
         recognition of transfers to Everest of the Everest Tender Units and the
         admission  of Everest as a limited  partner with respect to the Everest
         Tender Units and (b) enjoining the transfer of the Everest Tender Units
         to any either party. Everest seeks damages, including punitive damages,
         for alleged breach of contract, defamation and intentional interference
         with   contractual   relations.   Everest's   motion  for  a  temporary
         restraining  order was  denied  on  February  6,  1998.  A  hearing  on
         Everest's  application for a preliminary  injunction had been scheduled
         for February 26, however, on February 20, 1998, Everest asked the Court
         to take its  application  off calendar.  The defendants  served answers
         denying the allegations and asserting  numerous  affirmative  defenses.
         Merits  discovery  has  commenced.  The  Partnerships  and the  General
         Partners  believe that Everest  claims are without  merit and intend to
         vigorously contest the action.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998

                          NOTES TO FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

         On March 27, 1998,  Everest  commenced  an action in the United  States
         District Court for the Central  District of California  against,  among
         others,  the general partners of the HEP  Partnerships.  In the action,
         Everest alleged, among other things, various violations of the Williams
         Act Section 14(d) of the Securities  Exchange Act of 1934 in connection
         with the general partners' refusal to recognize transfers to Everest of
         limited partnership units purportedly  acquired pursuant to the Everest
         tender  offers and the  letters  sent by the  general  partners  to the
         limited partners advising them of the general  partners'  determination
         that the Everest tender offers violated applicable securities laws. The
         general  partners  believe that  Everest's  claim are without merit and
         intend to vigorously contest the action.

         On March 30, 1998,  the  Partnership  commenced an action in the United
         States  District  Court for the  Southern  District of New York against
         Everest to obtain  injunctive and declaratory  relief with respect to a
         tender offer for limited  partnership units in the Partnership that was
         commenced  by Everest on or about March 18,  1998.  In the action,  the
         Partnership  alleges  that in  conducting  that tender  offer,  Everest
         violated  sections  14(d) and 14(e) of the  Securities  Exchange Act of
         1934  (the  Williams  Act) and the  rules  and  regulation  promulgated
         thereunder.   Everest   has  not  yet  served  any   response   to  the
         Partnership's complaint in the action.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Working capital reserves are temporarily invested in short-term  instruments and
together  with  operating  cash  flow  are  expected  to be  sufficient  to fund
anticipated capital  improvements to the Partnership's  properties.  As of March
31, 1998, total working capital reserves  amounted to approximately  $3,979,000.
The  Partnership  intends to  distribute  to its  partners  less than all of its
future cash flow from  operations in order to assure  adequate  working  capital
reserves for capital improvements and capitalized lease procurement costs.

During  the  three  months  ended  March  31,  1998,  cash and cash  equivalents
increased  $151,255  as a result  of cash  flows  from  operations  in excess of
capital  expenditures and distributions to partners.  The Partnership's  primary
source of funds is cash flow from the operation of its  properties,  principally
rents  received from tenants,  which amounted to $1,245,236 for the three months
ended March 31, 1998.  The  Partnership  used  $96,082 for capital  expenditures
related to capital and tenant  improvements  to the  properties and $997,899 for
distributions to partners for the three months ended March 31, 1998.

The  Partnership  expects to continue to utilize a portion of its cash flow from
operations and its reserves to pay for various  capital and tenant  improvements
to the properties and leasing  commissions.  Capital and tenant improvements and
leasing  commissions may in the future exceed the  Partnership's  cash flow from
operations.  In that event, the Partnership  would utilize the remaining working
capital reserves, reduce distributions,  or sell one or more properties.  Except
as  discussed  above,  management  is not  aware of any  other  trends,  events,
commitments, or uncertainties that will have a significant impact on liquidity.

RESULTS OF OPERATIONS

The Partnership experienced an increase in net income for the three months ended
March 31, 1998 compared to the same period in 1997  primarily due to an increase
in rental revenues and a decrease in costs and expenses during 1997.

Rental  revenue  increased  during  the three  months  ended  March 31,  1998 as
compared  to the same  period in the prior  year,  primarily  due to the  higher
common area  maintenance  reimbursements  at Sunrise and increased  occupancy at
Melrose II.

Costs and expenses  decreased for the three months ended March 31, 1998 compared
to the same period in 1997.  Operating  expenses  decreased for the three months
ended March 31, 1998  compared to the same period in 1997 due primarily to lower
repair and maintenance costs at Sunrise due to the receipt of insurance proceeds
in 1998, offsetting previously incurred costs.
<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Administrative  expenses  increased  for the three  months  ended March 31, 1998
compared  to the same  period in 1997 due to higher  legal and  accounting  fees
related to ongoing litigation and the HEP settlement.  Property  management fees
increased  during the three  months  ended March 31, 1998 due to the increase in
revenues, as previously discussed.

Interest  income  increased due to higher cash balances  during the three months
ended  March 31,  1998 as  compared  to the same  period in 1997.  Other  income
decreased  during the three months ended March 31, 1998  compared to 1997 due to
fewer ownership transfers.

Inflation  is not  expected  to  have a  material  impact  on the  Partnership's
operations or financial position.

Legal Proceedings

The  Partnership  is a party to  certain  litigation.  See  Note 7 to  financial
statements for a description thereof.


<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998
 

                          PART II. - OTHER INFORMATION

Item 1 - Legal Proceedings

         (a)      See   Management's   Discussion   and  Analysis  of  Financial
                  Condition  and Results of  Operations  and Notes to  Financial
                  Statements - Note 7 which is herein incorporated by reference.

Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits:  There were no exhibits filed.

         (b)      Reports on Form 8-K:
                  None





<PAGE>
       HIGH EQUITY PARTNERS L.P. - SERIES 88 - FORM 10-Q - MARCH 31, 1998
 

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                           High Equity Partners L.P. - Series 88


                                     By:   Resources High Equity, Inc.
                                           Managing General Partner





Dated: May 12, 1998                  By:   /S/  Richard Sabella
                                           --------------------
                                           Richard Sabella
                                           President
                                           (Duly Authorized Officer)




Dated: May 12, 1998                  By:   /S/  Lawrence Schachter
                                           -----------------------
                                           Lawrence Schachter
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements of the March 31, 1998 Form 10-Q of High Equity  Partners  L.P.-Series
88 and is qualified in its entirety by reference to such financial statemens.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       6,691,507
<SECURITIES>                                         0
<RECEIVABLES>                                  285,995
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              56,233,365
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  54,063,096
<TOTAL-LIABILITY-AND-EQUITY>                56,233,365
<SALES>                                              0
<TOTAL-REVENUES>                             2,205,607
<CGS>                                                0
<TOTAL-COSTS>                                  162,679
<OTHER-EXPENSES>                             1,009,366
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,108,380
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,108,380
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,108,380
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
         

</TABLE>


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