WATERMARK INVESTORS REALTY TRUST
10-Q, 1997-08-14
REAL ESTATE INVESTMENT TRUSTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended:  June 30, 1997

                                                        OR

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

         For the transition period from _______ to _________

Commission file Number:    0-6103

                     WATERMARK INVESTORS REALTY TRUST (Exact
                name of registrant as specified in its charter.)


           Texas                                    75-1372785
(State or other jurisdiction                     (I.R.S. Employer
    of incorporation or                         Identification No.)
       organization)

             227 West Trade Street, Suite 2320, Charlotte, NC 28202
                    (Address of principal executive offices)
                                   (Zip Code)


                                  (704)343-9334
              (Registrant's telephone number, including area code)

 ------------------------------------------------------------------------------
             (Former Name, Former Address and Former Fiscal Year, if
                                    changed)


     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 [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date:

     As of July 31, 1997, there were outstanding 542,413 shares of beneficial
interest of the registrant.



                         PART I. - FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

     The accompanying Financial Statements have not been audited by independent
accountants, but in the opinion of management, all adjustments (which consist of
normal recurring accruals) necessary for a fair presentation of results of
operations, financial position and cash flows at the dates and for the periods
indicated have been included.


                        WATERMARK INVESTORS REALTY TRUST

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                        THREE MONTHS ENDED    SIX MONTHS ENDED
                             JUNE 30,              JUNE 30,
                          1997      1996       1997       1996
                       --------- ---------  ---------  ---------
Gain on sale of
land                         ---       ---        ---        ---
                       --------- ---------  ---------  ---------

Professional Fees        $10,320   $15,765    $12,622    $16,752
Interest Expense           1,775                3,551
Other Expenses             1,397        87      1,397         87
                       --------- ---------  ---------  ---------
Total Expense             13,492    15,852     15,570     16,839
                       --------- ---------  ---------  ---------
Net earnings
(loss)                  ($13,492) ($15,852)  ($17,570)  ($16,839)
                       ========= =========  =========  =========

Earnings (loss)
per share of
beneficial
interest                  ($0.02)   ($0.03)    ($0.03)    ($0.03)
                       ========= =========  =========  =========
Shares of
beneficial
interest used in
computing per
share amounts            542,413   542,413    542,413    542,413
                       ========= =========  =========  =========


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



                        WATERMARK INVESTORS REALTY TRUST

                           CONSOLIDATED BALANCE SHEETS


                                        JUNE 30,      DECEMBER 31,
                                          1997            1996
                                    --------------- ---------------
                                      (Unaudited)
ASSETS
    Real Estate                         $168,588        $168,588
    Less allowance for
    estimated losses                    (168,588)       (168,588)
                                    --------------- ---------------
                                               0               0
                                    --------------- ---------------
         Cash                              3,015          12,152
                                    --------------- ---------------
TOTAL ASSETS                              $3,015         $12,152
                                    =============== ===============

LIABILITIES AND SHAREHOLDERS'
DEFICIT
LIABILITIES
    Note payable-related party           $60,000         $60,000
    Accrued liabilities                   27,877          19,444
    Unclaimed dividends                   20,174          20,174
                                    --------------- ---------------
                                        $108,051         $99,618
                                    --------------- ---------------

SHAREHOLDERS' DEFICIT
    Shares of beneficial
      interest, $1.00 par value,
      authorized 10,000,00 shares
      with 542,413 issued and
      outstanding                        196,235         196,235
    Additional paid-in capital            44,205          44,205
    Accumulated deficit                 (345,476)       (327,906)
                                    ---------------- --------------
                                       $(105,036)       $(87,466)
                                    ---------------- --------------

TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT                     $3,015         $12,152
                                    ================ ==============

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



                        WATERMARK INVESTORS REALTY TRUST

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996


                                            SIX MONTHS ENDED
                                                JUNE 30
                                          1997            1996
                                    --------------- ---------------
                                             (unaudited)
                                    --------------- ---------------
Cash flow from operating activities:
    Net earnings (loss)                 ($17,570)       ($16,839)
Adjustment to reconcile net cash
provided by (used in) operating
activities
    Net change in accrued
    liabilities                            8,433          16,752
                                    --------------- ---------------



Net cash used in Operations              ($9,137)           ($87)
                                    --------------- ---------------

Decrease in cash                          (9,137)            (87)
Cash
    At beginning of period                12,152             880
                                    --------------- ---------------
    At end of period                      $3,015            $793
                                    =============== ===============


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


                        WATERMARK INVESTORS REALTY TRUST

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                  JUNE 30, 1997


Note A - Basis of Presentation

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Rule S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. All such adjustments were of a
normal recurring nature. For further information refer to the financial
statements and footnotes thereto included as Item 14 to Corporation's annual
report on Form 10-K for the year ended December 31, 1996.


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

Liquidity and Capital Resources - At June 30, 1997, existing current liabilities
exceed available cash by $105,000.

Balance Sheet Changes - Assets decreased by $5,000 for the quarter. Accrued
liabilities increased by $8,400.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a. Exhibits

        (27) Financial Data Schedule

        b. Reports on Form 8-K

        None.


                        WATERMARK INVESTORS REALTY TRUST

                                   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.


                        WATERMARK INVESTORS REALTY TRUST

Date: August 13, 1997         By:   /s/Michael S. Verruto
                                  ---------------------------
                                  Michael S. Verruto
                                  Trustee, Vice President
                                  and Secretary
				  (An Authorized Officer and
				   Chief Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           3,015
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 3,015
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   3,015
<CURRENT-LIABILITIES>                          108,051
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       196,235
<OTHER-SE>                                   (301,271)
<TOTAL-LIABILITY-AND-EQUITY>                     3,015
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                17,570
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (17,570)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (17,570)
<EPS-PRIMARY>                                    (.03)
<EPS-DILUTED>                                    (.03)
        

</TABLE>


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