OWENS MORTGAGE INVESTMENT FUND
10-QT, 2000-05-16
COMMODITY CONTRACTS BROKERS & DEALERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM l0-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of The Securities Exchange Act of 1934

                        For Quarter Ended March 31, 2000

                         Commission file number O-17248


                         OWENS MORTGAGE INVESTMENT FUND,
                        a California Limited Partnership
             (Exact Name of Registrant as Specified In Its Charter)


             California                                       68-0023931
    (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                         Identification No.)


       2221 Olympic Boulevard
      Walnut Creek, California                                    94595
(Address of principal executive office)                          (Zip Code)


           (925) 935-3840
   (Registrant's Telephone number,
        including area code)


        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 the past 90 days. Yes X No_________


<PAGE>




PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)

                             Interim Balance Sheets

                      March 31, 2000 and December 31, 1999


                                                                            (UNAUDITED)
                                                                             March 31             December 31
                                                                               2000                  1999

                                                      ASSETS

<S>                                                                        <C>                  <C>
Cash and cash equivalents                                                  $  5,218,485         $    5,216,326
Certificates of deposit                                                         250,000                250,000

Loans secured by trust deeds                                                203,540,433            200,356,517
Less:  Allowance for loan losses                                             (4,000,000)            (4,000,000)
                                                                          --------------         --------------
                                                                            199,540,433            196,356,517
Real estate held for sale, net of allowance
  for losses of $1,336,000 in 2000 and 1999                                  13,249,768             12,397,722
Interest receivable                                                           1,904,581              2,150,952
Notes receivable from General Partner                                         1,178,000                      -
                                                                         --------------   --------------------
     Total Assets                                                          $221,341,267           $216,371,517
                                                                            ===========            ===========


                                         LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Accrued distributions payable                                           $       588,533         $      577,281
Due to General Partner                                                          767,964                751,759
Accounts payable and accrued liabilities                                        296,946                430,664
                                                                         --------------        ---------------

     Total Liabilities                                                        1,653,443              1,759,704
                                                                          -------------         --------------

PARTNERS' CAPITAL:
General partners                                                              2,150,806              2,104,936
Limited partners (Subject to Redemption)                                    217,537,018            212,506,877
                                                                            -----------            -----------
     Total Partners' Capital                                                219,687,824            214,611,813
                                                                            -----------            -----------
     Total Liabilities and Partners' Capital                               $221,341,267           $216,371,517
                                                                            ===========            ===========

See accompanying notes to interim financial statements

</TABLE>
<TABLE>
<CAPTION>

                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)

                              STATEMENTS OF INCOME
         For the Three Months Ended March 31, 2000 and 1999 (Unaudited)

                                                                                             For the Three Months Ended
                                                                                           March 31              March 31
                                                                                             2000                  1999
                                                                                             ----                  ----
  REVENUES:
<S>                                                                                     <C>                   <C>
     Interest income on loans secured by trust deeds                                    $   5,568,102         $   4,688,720
     Other income                                                                              79,300               154,942
                                                                                        -------------          ------------
     Total revenues                                                                         5,647,402             4,843,662
                                                                                          -----------           -----------

OPERATING EXPENSES:
     Management fees to General Partner                                                     1,093,538               400,171
     Servicing fees to General Partner                                                        126,939               113,027
     Promotional interest                                                                      23,685                24,317
     Administrative                                                                             7,875                 7,500
     Legal and accounting                                                                      45,109                86,473
     Real estate operations, net                                                             (131,436)              (28,882)
     Other                                                                                      4,976                60,452
                                                                                       --------------        --------------
     Total operating expenses                                                               1,170,686               663,058
                                                                                          -----------         -------------

     Net income                                                                        $    4,476,716         $   4,180,604
                                                                                           ==========           ===========

     Net income allocated to general partner                                          $        44,004       $        41,174
                                                                                          ===========         =============

Net income allocated to limited partners                                               $    4,432,712         $   4,139,430
                                                                                           ==========           ===========

Net income allocated to limited partners
    per weighted average limited partnership unit
(216,320,000 and 203,312,000 average units)                                                    $ .020                 $.020
                                                                                                 ====                  ====

              The accompanying notes are an integral part of these
                             financial statements.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)

                        Interim Statements of Cash Flows

               For the Three Months Ended March 31, 2000 and 1999
                                   (UNAUDITED)
                                                                              March 31                March 31
                                                                                2000                    1999
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                    <C>
     Net Income                                                            $   4,476,716          $    4,180,604
     Adjustments to reconcile net income
     to net cash provided by operating activities:
     Changes in operating assets and liabilities:
       Interest receivable                                                       246,371                (209,452)
       Other receivables                                                               -                  59,074
       Accounts payable and accrued liabilities                                 (133,718)                 (5,533)
       Due to General Partner                                                     16,205                 (41,662)
                                                                          --------------          ---------------
          Net cash provided by operating activities                            4,605,574               3,983,031
                                                                            ------------            ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of loans secured by trust deeds                               (22,588,083)             (9,788,276)
     Principal collected                                                         376,649                 396,324
     Loan payoffs                                                             14,693,605              11,737,965
     Sales of loans secured by trust deeds at face value                       3,155,913                       -
     Investment in real estate properties                                          1,579                 (56,544)
     Net proceeds from disposition of real estate properties                      89,440                  90,331
     Investment in corporate joint venture                                      (943,065)                (27,361)
     Proceeds from maturities of certificates of deposit                               -                  84,006
     Proceeds from maturity of commercial paper                                        -               3,084,044
                                                                      ------------------           -------------
         Net cash (used in) provided by investing activities                  (5,213,962)              5,520,489
                                                                             ------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of partnership Units                                   6,682,853               5,367,556
     Accrued distributions payable                                                11,252                  15,106
     Partners' cash distributions                                             (1,763,188)             (1,593,383)
     Partners' capital withdrawals                                            (4,320,370)             (4,727,682)
                                                                            ------------           -------------
         Net cash provided by (used in) financing activities                     610,547                (938,403)
                                                                           -------------          ---------------

INCREASE IN CASH AND CASH
  EQUIVALENTS                                                                      2,159               8,565,117
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                                          5,216,326               8,260,599
                                                                            ------------           -------------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                                          $     5,218,485        $     16,825,716
                                                                            ============            ============
</TABLE>

See note 2 for  supplemental  disclosure  of non-cash  investing  and  financing
activities.

See accompanying notes to interim financial statements

<PAGE>



                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)


                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000




    (1)  Summary of Significant Accounting Policies

         In the opinion of the management of the  Partnership,  the accompanying
         unaudited financial  statements contain all adjustments,  consisting of
         normal,   recurring  adjustments,   necessary  to  present  fairly  the
         financial  information  included  therein.  These financial  statements
         should be read in  conjunction  with the audited  financial  statements
         included  in the  Partnership's  Form 10-K for the  fiscal  year  ended
         December 31, 1999 filed with the  Securities  and Exchange  Commission.
         The results of operations  for the  three-month  period ended March 31,
         2000 are not  necessarily  indicative  of the  operating  results to be
         expected for the full year.

    (2)  Loans Secured by Trust Deeds

         The  Partnership's  investment in loans delinquent  greater than ninety
         days is  $12,730,000  and  $7,415,000 as of March 31, 2000 and December
         31,  1999,  respectively.  As of  March  31,  2000,  $5,706,000  of the
         delinquent  loans has a specific  related  allowance  for credit losses
         totaling  $1,225,000.  There is a  non-specific  allowance  for  credit
         losses of $2,775,000 for the remaining delinquent balance and for other
         current loans. The Partnership has discontinued the accrual of interest
         on all loans that are delinquent greater than ninety days.

         As of March 31, 2000 and December 31, 1999, loans past maturity totaled
         approximately  $26,416,000 and $29,451,000,  respectively.  Of the past
         maturity loans at March 31, 2000,  $5,881,000 represent loans for which
         interest payments are delinquent more than ninety days.

         During the three months ended March 31, 2000 and 1999, the  Partnership
         refinanced loans totaling $10,304,000 and $0, respectively.

         During the three months ended March 31, 2000, the Partnership  sold for
         cash full and partial  interests  in two loans to third  parties in the
         amount of  $3,156,000.  The sale of these loans  resulted in no gain or
         loss in the accompanying financial statements.

         During the three months ended March 31, 2000, the Partnership  sold two
         delinquent  loans  at book  value  to the  General  Partner  for  notes
         receivable  in the total  amount of  $1,178,000.  The  General  Partner
         subsequently foreclosed on the loans.














                         OWENS MORTGAGE INVESTMENT FUND
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000



    (3)  Transactions with Affiliates

         The General Partner of the  Partnership,  Owens Financial  Group,  Inc.
         (OFG),  is entitled to receive from the Partnership a management fee of
         up  to  2.75%  per  annum  of  the  average   unpaid   balance  of  the
         Partnership's mortgage loans at the end of each of the preceding twelve
         months for services rendered as manager of the Partnership.

         All of the  Partnership's  loans are serviced by OFG, in  consideration
         for which OFG  receives  up to .25% per annum of the  unpaid  principal
         balance of the loans.

         OFG,  at its sole  discretion  may,  on a  monthly  basis,  adjust  the
         management  and  servicing  fees as long  as  they  do not  exceed  the
         allowable  limits  calculated on an annual basis.  In  determining  the
         management and servicing  fees and hence the yield to the  Partnership,
         OFG may consider a number of factors, including the then-current market
         yields.  Even  though  the  fees  for a  particular  month  may  exceed
         one-twelfth of the maximum limits,  at the end of the calendar year the
         sum of the fees  collected for each of the twelve months may not exceed
         the stated limits. Management fees amounted to approximately $1,094,000
         and  $400,000  for the three  months  ended  March  31,  2000 and 1999,
         respectively.  Service fee  payments to OFG  approximated  $127,000 and
         $113,000   for  the  three  months  ended  March  31,  2000  and  1999,
         respectively.




<PAGE>



Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Forward Looking Statements

         Some of the  information in this Form 10-Q may contain  forward-looking
statements.  Such  statements  can be identified  by the use of  forward-looking
words such as "may," "will," "expect,"  "anticipate,"  "estimate," "continue" or
other similar  words.  These  statements  discuss future  expectations,  contain
projections  of results of operations or of financial  conditions or state other
forward-looking  information.  When considering such forward-looking  statements
you should keep in mind the risk factors and other cautionary  statements in the
Partnership's  Prospectus.  Although management of the Partnership believes that
the  expectations  reflected  in such  forward-looking  statements  are based on
reasonable  assumptions,  there are certain  factors,  in addition to these risk
factors and cautioning  statements,  such as general economic conditions,  local
real estate  conditions,  adequacy  of  reserves,  or weather and other  natural
occurrences  that might  cause a  difference  between  actual  results and those
forward-looking statements.

Results of Operations

Three Months Ended March 31, 2000 Compared to 1999

The net income  increase of $296,000  (7.1%) for 2000 compared to 1999,  was due
to:

      an  increase  in  interest  income  on loans  secured  by  trust  deeds of
      $879,000;

      an increase in net income from real estate operations of $103,000;

      a decrease in legal and accounting expenses of $41,000; and

      a decrease in other expenses of $55,000.

The net income increase in 2000 as compared to 1999, was offset by:

      a decrease in other income of $76,000; and

      an increase in management fees to General Partner of $693,000.

         Interest  income on loans  secured by trust  deeds  increased  $879,000
(18.8%)  for the three  months  ended  March 31,  2000,  as compared to the same
period in 1999.  This  increase  was a result  of an  increase  in the  weighted
average yield of the loan portfolio from 10.72% for the three months ended March
31, 1999 to 11.17% for the three months ended March 31, 2000.  In addition,  the
average  loan  portfolio  grew by 12.3% for the quarter  ended March 31, 2000 as
compared to 1999.

         Real  estate  operations  resulted  in an  increase  in net  income  of
$103,000  during the three months ended March 31, 2000 as compared to 1999. This
increase  in income is a result  of  increased  occupancy  and  rental  rates on
several  of the  Partnership's  properties  during the end of 1999 and the first
quarter of 2000.

         Legal and accounting  expenses and other expenses  decreased by $41,000
(47.8%) and $55,000 (91.8%),  respectively,  during the three months ended March
31, 2000 as compared to 1999.  These  decreases  were due primarily to legal and
registration  expenses  incurred  during the  quarter  ended March 31, 1999 as a
result of a new Form S-11  Registration  Statement filed with the Securities and
Exchange  Commission.  Such a filing a did not occur in the quarter  ended March
31, 2000.

         Management  fees  to the  General  Partner  are  paid  pursuant  to the
Partnership Agreement between the General Partner and Limited Partners.

          Other income  decreased by $76,000 (48.8%) due primarily to a decrease
in interest  income earned on investments  (money market funds,  certificates of
deposit,  etc.) as the  Partnership  was able to remain fully  invested in loans
secured by deeds of trust during most of the three months ended March 31, 2000.

Financial Condition

March 31, 2000 and December 31, 1999

Loan Portfolio

         The number of Partnership  mortgage  investments  decreased from 142 to
133 and the average loan balance increased from $1,411,000 to $1,530,000 between
December 31, 1999 and March 31, 2000.

                  Approximately  $12,730,000 (6.3%) and $7,415,000 (3.7%) of the
loans  invested  in by the  Partnership  were  more than 90 days  delinquent  in
payment as of March 31,  2000 and  December  31,  1999,  respectively.  Of these
amounts, approximately $4,570,000 (2.2%) and $850,000 (0.4%) were in the process
of  foreclosure.  Loans more than 90 days  delinquent  increased  by  $5,315,000
(71.7%) from  December 31, 1999 to March 31,  2000,  primarily  due to two large
loans which became  delinquent  during the quarter ended March 31, 2000.  One of
the loans with an  outstanding  balance of $2,400,000  paid off in full in April
2000.  Management  believes that the other loan,  with an outstanding  principal
balance of  $2,925,000,  is adequately  secured and that no additional  specific
loan loss reserve for this loan is necessary.  A loan loss reserve in the amount
of $4,000,000  was  maintained on the books of the  Partnership  as of March 31,
2000 and December 31, 1999, respectively.

         As of March 31, 2000 and December 31, 1999,  approximately  34% and 40%
of the  Partnership's  mortgage  loans are secured by real  property in Northern
California.  The decrease in the percentage of loans secured by real property in
Northern  California  has  primarily  been due to the payoff of several of those
loans and the purchase of new loans  secured by  properties  outside of Northern
California.  As the real estate market in Southern California and other parts of
the Western  United  States has  improved,  more loans secured by real estate in
those areas have been invested in by the Partnership. In general, there has been
increased   competition  in  the  lending   business  in  Northern   California,
particularly  in the San  Francisco  Bay  Area,  and  the  General  Partner  has
increasingly sought loans in areas outside of this region.

         The Partnership's  investment in construction loans rose by $12,007,000
(52.9%) since December 31, 1999.  Improvement  in real estate market  conditions
have made development and, thus, construction loans more attractive. All but one
of the Partnership's  construction loans are first trust deeds and none of these
loans is delinquent in payments more than 90 days as of March 31, 2000.

         The  Partnership's  investment  in  unimproved  land rose by $2,987,000
(19.3%)  since  December 31, 1999.  All of the  Partnership's  loans  secured by
unimproved land are first trust deeds. In addition,  only one of these loans, in
the amount of $802,000,  is more than 90 days  delinquent in payment as of March
31, 2000.

Real Estate Properties Held for Sale

         The Partnership  currently holds title to thirteen properties that were
foreclosed  on from  January  1, 1993  through  March 31,  2000 in the amount of
$10,085,000,  net of  allowance  for  losses  of  $1,336,000.  Since  1993,  the
Partnership's  investment  in real estate held for sale has increased due to the
General  Partner's  decision to stop acquiring from the Partnership all property
subject to foreclosure.  When the Partnership  acquires property by foreclosure,
it  typically  earns  less  income on those  properties  than could be earned on
mortgage  loans and may not be able to sell the  properties in a timely  manner.
During the three  months  ended  March 31,  2000,  the  Partnership  acquired no
properties through foreclosure. In addition, during the three months ended March
31, 2000, no properties were sold by the Partnership.

         Seven  of  the  Partnership's  thirteen  properties  do  not  currently
generate   revenue.   Expenses  from  rental   properties  have  decreased  from
approximately  $151,000 to $106,000 (29.8%) for the three months ended March 31,
1999 and 2000, respectively,  and revenues associated with these properties have
increased from $180,000 to $237,000  (31.7%),  thus generating a net income from
real estate held for sale of $131,000  during the three  months  ended March 31,
2000. The increase in income is a result of increased occupancy and rental rates
on several of the Partnership's  properties during the end of 1999 and the first
quarter of 2000.

Investment in Corporate Joint Venture

         In 1995,  the  Partnership  foreclosed  on a $571,853 loan and obtained
title to a commercial  lot in Los Gatos,  California  that secured the loan.  In
1997, the Partnership  contributed the lot to a limited  liability  company (the
Company) formed with an unaffiliated  developer to develop and sell a commercial
office building on the lot. The Partnership is providing  construction financing
to the Company at prime plus two percent.

         During  the  three  months  ended  March  31,  2000 and the year  ended
December  31,  1999,  the  Partnership   advanced  an  additional  $943,000  and
$1,417,000,  respectively,  to the corporate joint venture for development.  The
total investment in the corporate joint venture was $3,165,000 and $2,222,000 as
of March 31, 2000 and December 31, 1999, respectively.

         The  Company  began  construction  in July  1999  and  construction  is
expected to be completed  in June 2000.  The Company  signed  leases with future
tenants for 100% of the building and in April of 2000 entered into a contract to
sell the completed  building.  The  Partnership is  considering  entering into a
Section 1031 like-kind  exchange during 2000, whereby the proceeds from the sale
of the  building  will be  reinvested  into the  purchase of another real estate
property.

Interest Receivable and Notes Receivable from General Partner

         Interest  receivable  decreased  from  approximately  $2,151,000  as of
December  31, 1999 to  $1,905,000  as of March 31, 2000  ($246,000 or 11.4%) due
primarily  to the  accrual of  interest on one loan during 1999 in the amount of
$365,000  which was deferred and  collected  when the loan paid off in the first
quarter of 2000.

         Notes  receivable from General Partner  increased by $1,178,000  (100%)
during the three  months  ended  March 31,  2000 as a result of the  Partnership
selling  two  delinquent  loans at book value to the  General  Partner for notes
receivable in the total amount of $1,178,000.  The General Partner  subsequently
foreclosed on the loans.

Accounts Payable and Accrued Liabilities

         Accounts payable and accrued  liabilities  decreased from approximately
$431,000 as of December  31, 1999 to $297,000 as of March 31, 2000  ($134,000 or
31.1%)  due  primarily  to a higher  progress  billing  payable on the Los Gatos
office building construction as of December 31, 1999.

                                  Asset Quality

         Some  losses are normal  when  lending  money and the amounts of losses
vary as the loan  portfolio  is  affected by changing  economic  conditions  and
financial  experiences  of borrowers.  There is no precise  method of predicting
specific  losses or amounts  that  ultimately  may be charged off on  particular
segments of the loan portfolio.

         The conclusion  that a Partnership  loan may become  uncollectible,  in
whole or in part,  is a matter of judgment.  Although  lenders such as banks and
savings  and loans are  subject  to  regulations  that  require  them to perform
ongoing  analyses of portfolio,  loan to value ratios,  reserves,  etc.,  and to
obtain current information  regarding its borrowers and the securing properties,
the  Partnership is not subject to these  regulations  and has not adopted these
practices.  Rather,  management of the General  Partner,  in connection with the
quarterly  closing  of  the  accounting  records  of  the  Partnership  and  the
preparation of the financial  statements,  evaluates the Partnership's  mortgage
loan  portfolio.  Based  upon this  evaluation,  a  determination  is made as to
whether the allowance for loan losses is adequate to cover  potential  losses of
the Partnership.  As of March 31, 2000,  management  believes that the allowance
for loan losses of  $4,000,000 is adequate.  As of then,  loans secured by trust
deeds include  $12,730,000 in loans delinquent over 90 days, of which $4,570,000
was  invested  in loans  that were in the  process  of  foreclosure.  Due to the
loan-to-value  criteria  established by the General Partner, in its opinion, the
mortgage  loans  held by the  Partnership  appear in  general  to be  adequately
secured.

The General  Partner's  judgment of the adequacy of loan loss reserves  includes
consideration of:

      economic conditions;

      borrower's financial condition;

      evaluation of industry trends;

      review and evaluation of loans identified as having loss potential; and

      quarterly review by Board of Directors.

                         Liquidity and Capital Resources

         Purchases  of Units and loan  payoffs  provide the capital for mortgage
investments.  A substantial increase in general market interest rates could have
an adverse affect on the Partnership,  because then the Partnership's investment
yield  could  be lower  than  other  debt-related  investments.  In that  event,
purchases of additional  Units could decline,  which, in turn,  would reduce the
liquidity  of the  Partnership  and  its  ability  to make  additional  mortgage
investments.  In contrast,  a significant  increase in the dollar amount of loan
payoffs and/or additional limited partner investments without the origination of
new loans of the same amount would  increase the  liquidity of the  Partnership.
This  increase  in  liquidity  could  result in a decrease  in the yield paid to
limited  partners as the Partnership  would be required to invest the additional
funds in lower  yielding,  short term  investments.  The Partnership has not and
does not intend to borrow money for investment purposes.

         There was little variation in the percentage of capital  withdrawals to
total capital invested by the limited partners between 1994 and 1998,  excluding
regular  distributions  of  net  income  to  limited  partners.  The  annualized
withdrawal  percentage  increased  during  1999  and  2000  primarily  due to an
increase in the maximum  quarterly  amount  which could be  withdrawn by limited
partners  from  $75,000 to $100,000  as a result of a change in the  Partnership
Agreement  in December  1998.  Withdrawal  percentages  have been 7.37%,  6.11%,
7.85%,  6.63%,  7.33%,  and 7.99% for the years ended  December 31, 1994,  1995,
1996,  1997,  1998 and 1999 and 7.94%  (annualized)  for the three  months ended
March 31, 2000. These percentages are the annual average of the limited partners
capital  withdrawals  in each  calendar  quarter  divided  by the total  limited
partner capital as of the end of each quarter.

         The limited  partners may  withdraw,  or partially  withdraw,  from the
Partnership and obtain the return of their outstanding capital accounts at $1.00
per Unit (book value) within 61 to 91 days after  written  notices are delivered
to the General Partner, subject to the following limitations, among others:

      No  withdrawal  of Units can be  requested or made until at least one year
     from the date of purchase of those Units,  for Units  purchased on or after
     February  16,  1999,  other than  Units  received  under the  Partnership's
     Reinvested Distribution Plan.

      Any such  payments  are  required  to be made only from net  proceeds  and
     capital contributions (as defined) during said 91-day period.

      A maximum of $100,000  per partner may be  withdrawn  during any  calendar
quarter.

      The General  Partner is not  required to  establish a reserve fund for the
purpose of funding such payments.

      No more than 10% of the outstanding  limited  partnership  interest may be
     withdrawn   during  any  calendar  year  except  upon  dissolution  of  the
     Partnership.

                              Contingency Reserves

         The  Partnership   maintains  cash,  cash  equivalents  and  marketable
securities as contingency  reserves in an aggregate  amount of 2% of the limited
partners'  capital  accounts  to cover  expenses  in excess of revenues or other
unforeseen obligations of the Partnership. Although the General Partner believes
that  contingency  reserves  are  adequate,  it could become  necessary  for the
Partnership to sell or otherwise  liquidate  certain of its investments to cover
such contingencies on terms which might not be favorable to the Partnership.

                           Current Economic Conditions

         The current  economic  climate in Northern  California  and the Western
United States is generally strong. Other than the loss incurred in February 1998
on the sale to the  General  Partner  of the  manufactured-home  development  in
Sonora,  California,  acquired  through  foreclosure,  the  Partnership  has not
sustained  any  material  losses  to date.  This has been due  primarily  to the
General Partner's pre-May 1, 1993 practice of purchasing delinquent interest and
loans from the Partnership prior to foreclosure.  The General Partner has ceased
such practices, except as to loans that pre-exist the change in policy and other
very limited  exceptions.  The General Partner expects that it will not purchase
delinquent  interest  or  principal  on  delinquent  loans  in the  future,  and
therefore, the Partnership could sustain losses with respect to loans secured by
properties  located in areas of declining real estate values.  This could result
in a reduction  of the net income of the  Partnership  for a year in which those
losses occur.  There is no way of making a reliable  estimate of these potential
losses at the present time.

         Despite  the  Partnership's  ability to  purchase  mortgage  loans with
relatively strong yields,  increased competition or changes in the economy could
again have the effect of reducing  mortgage yields in the future.  Current loans
with  relatively  high yields  could be replaced  with loans with lower  yields,
which in turn  could  reduce  the net yield  paid to the  limited  partners.  In
addition,  if there is less demand by borrowers for loans and, thus, fewer loans
for the Partnership to invest in, it will invest its excess cash in shorter-term
alternative  investments yielding  considerably less than the current investment
portfolio.

                                Year 2000 Issues

         The  General  Partner  so far has  experienced  no  disruptions  in the
operations of its internal information systems during its transition to the year
2000. The General  Partner is not aware that any of its vendors  experienced any
disruptions  during their  transition to the year 2000. The General Partner will
continue to monitor the transition to year 2000 and will act promptly to resolve
any problems that occur.  If the General Partner or any third parties with which
it has  business  relationships  experience  problems  related  to the year 2000
transition that have not yet been  discovered,  it could have a material adverse
impact on the General Partner and the Partnership.


<PAGE>


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

The Partnership is not presently involved in any material legal proceedings.


Item 6(b).  Reports on Form 8-K

No reports on Form 8-K have been filed  during the quarter for which this report
is filed.


<PAGE>



                                                    SIGNATURES

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


Dated:  May 12, 2000               OWENS MORTGAGE INVESTMENT FUND,
                                   a California Limited Partnership

                                   By:  Owens Financial Group, Inc.,
                                        General Partner


Dated:   _______________           By: _________________________________
                                        William C. Owens, President


Dated:   _______________           By: _________________________________
                                        Bryan H. Draper, Chief Financial Officer


Dated:   _______________           By: _________________________________
                                        Melina A. Platt, Controller

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<NAME>                        OWENS MORTGAGE INVESTMENT FUND
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