SB PARTNERS
10-Q, 1996-08-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter ended    June 30, 1996           Commission File Number  0-8952
                  ------------------                                 ------

                                SB PARTNERS                               
- ---------------------------------------------------------------------------

           New York                                13-6294787              
- --------------------------------               ----------------------------
(State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                   Identification Number)



666 Fifth Avenue             N.Y., N.Y.                  10103            
- ---------------------------------------            ------------------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code     (212) 408-2900     
                                                       --------------------

                                                                          
- ---------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report 


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 practicable date (applicable only to corporate
issuers).
                                 Not Applicable<PAGE>




                                  SB PARTNERS

                                     INDEX



Part I        Financial Information

              Balance Sheets
                      June 30, 1996 and December 31, 1995   . . . . . . .  1

              Statements of Operations
                      For the three and six months ended June 30, 1996
                      and 1995  . . . . . . . . . . . . . . . . . . . . .  2

              Statements of Changes in Partners' Capital
                      For the years ended December 31, 1995 and 1994
                      and the six months ended June 30, 1996  . . . . . .  3

              Statements of Cash Flows
                      For the six months ended June 30, 1996
                      and 1995  . . . . . . . . . . . . . . . . . . . . .  4

              Notes to Financial Statements . . . . . . . . . . . . . 5 -  6

              Management's Discussion and Analysis of
                      Financial Condition and Results of Operations . 7 - 15


Part II       Other Information . . . . . . . . . . . . . . . . . . . . . 16


<PAGE>1
<TABLE>

                                                               SB PARTNERS
                                                    (a New York limited partnership)

                                                             BALANCE SHEETS
                                                     June 30, 1996 (Not Audited) and
                          December 31, 1995 (Audited, but not covered by the report of independent accountants)
     <CAPTION>
                                                                                       June 30,        December 31,
                                                                                         1996              1995
                                                                                    -------------     -------------
     <S>                                                                            <C>               <C>
      Assets:
        Investments -
          Real Estate, at cost
          Land                                                                      $ 12,092,365      $ 12,092,365 
          Buildings, furnishings and improvements                                     84,912,421       140,331,546 
          Less - accumulated depreciation and valuation allowance                    (28,909,650)      (45,560,951)
                                                                                    ------------      ------------ 
                                                                                      68,095,136       106,862,960 

          Investment in joint venture                                                 10,597,749        10,697,225 
                                                                                    ------------      ------------ 
                                                                                      78,692,885       117,560,185 
        Other assets-
         Cash and cash equivalents                                                       202,678         3,304,968 
         Accounts receivable, accrued interest and other                               3,865,720         6,394,068 
                                                                                    ------------      ------------ 
              Total assets                                                          $ 82,761,283      $127,259,221 
                                                                                    ============      ============ 
     Liabilities:

         Mortgage notes payable                                                     $ 66,792,492      $103,407,513 
         Accounts payable and accrued expenses                                         1,958,267        11,271,026 
         Tenants security deposits                                                       298,084         1,306,052 
                                                                                    ------------      ------------ 
               Total liabilities                                                      69,048,843       115,984,591 
                                                                                    ------------      ------------ 

      Partners' Capital:
      Units of partnership interest without par value;
         Limited partners - 7,753 units                                               13,729,107        11,291,611 
         General partner - 1 unit                                                        (16,667)          (16,981)
                                                                                    ------------      ------------ 
                                                                                      13,712,440        11,274,630 
                                                                                    ------------      ------------ 
               Total liabilities & partners' capital                                $ 82,761,283      $127,259,221 
                                                                                    ============      ============ 

                                  The accompanying notes are an integral part of these balance sheets.
     </TABLE>


     <PAGE>2
     <TABLE>

                                                               SB PARTNERS
                                                    (a New York limited partnership)

                                                 STATEMENTS OF OPERATIONS (Not Audited)
     <CAPTION>

                                                                        For The Three Months             For The Six Months
                                                                           Ended June 30,                   Ended June 30,
                                                                   ----------------------------    ------------------------------
                                                                      1996             1995             1996             1995       
                                                                    --------         --------         --------         --------
     <S>                                                          <C>              <C>              <C>              <C>
      Revenues:
      Rental income                                               $ 4,587,757      $ 5,619,631      $ 9,876,346      $11,286,715 
      Interest on short-term investments                               13,339            8,706           34,197           28,824 
      Other                                                           132,593          117,061          264,066          331,641 
                                                                  -----------      -----------      -----------      ----------- 
         Total revenues                                             4,733,689        5,745,398       10,174,609       11,647,180 
                                                                  -----------      -----------      -----------      ----------- 
      Expenses:              
      Interest on mortgage notes payable                            2,598,596        2,873,632        4,978,139        5,745,006 
      Real estate operating expenses                                3,997,861        2,567,535        6,581,538        5,114,833 
      Depreciation and amortization                                   997,157        1,198,667        2,215,126        2,393,218 
      Real estate taxes                                               225,553          462,387          670,883          959,320 
      Management fees                                                 361,986          486,387          846,736          970,104 
      Other                                                           151,198          179,758          371,310          307,567 
                                                                  -----------      -----------      -----------       ---------- 
         Total expenses                                             8,332,351        7,768,366       15,663,732       15,490,048 
                                                                  -----------      -----------      -----------       ---------- 
           Loss from operations                                    (3,598,662)      (2,022,968)      (5,489,123)      (3,842,868)
      
     Equity in net income of joint venture                            205,824          296,036          391,281          250,363 
                                                                  -----------      -----------      -----------      ----------- 
     Net loss before extraordnary item                             (3,392,838)      (1,726,932)      (5,097,842)      (3,592,505)

     Gain on disposition of investment in real estate               7,535,652                0        7,535,652                0 
                                                                  -----------      -----------      -----------      ----------- 
         Net income (loss)                                          4,142,814       (1,726,932)       2,437,810       (3,592,505)

           Income (loss) allocated to general partner                     534             (223)             314             (463)
                                                                  -----------      -----------      -----------      ----------- 

           Income (loss) allocated to limited partners            $ 4,142,280      $(1,726,709)     $ 2,437,496      $(3,592,042)
                                                                  ===========      ===========      ===========      =========== 
      
       Net Income (Loss) Per Unit of Limited Partnership Interest:
          Loss before extraordinary items                         $   (437.56)     $   (222.71)     $   (657.45)     $   (463.31)
          Extraordinary income                                    $    971.84      $      0.00      $    971.84      $      0.00 
                                                                  ===========      ===========      ===========      =========== 
          Weighted Average Number of Units of Limited
             Partnership Interest Outstanding
                                                                        7,753            7,753            7,753            7,753 
                                                                  ===========      ===========      ===========      =========== 

                                                The accompanying notes are an integral part of these statements.
     </TABLE>


     <PAGE>3
     <TABLE>
                                                               SB PARTNERS
                                                    (a New York limited partnership)

                                               STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                        For the six months ended June 31, 1996 (Not Audited) and
        for the years ended December 31, 1995 and 1994 (Audited, but not covered by the report of independent public accountants)

     <CAPTION>

      Limited Partners:
                                                                   Units of
                                                                  Partnership         Cumulative
                                                                   Interest              Cash        Accumulated
                                                            Number      Amount      Distributions      Earnings        Total
     <S>                                                    <C>      <C>           <C>              <C>             <C>

      Balance, December 31, 1993                            7,753    $119,968,973   $(97,728,323)   $    151,495    $22,392,145
       Net loss for the period                                -            -              -           (7,757,685)    (7,757,685)
                                                            -----    ------------   ------------    ------------    -----------
      Balance, December 31, 1994                            7,753     119,968,973    (97,728,323)     (7,606,190)    14,634,460
       Net loss for the period                                -            -              -           (3,342,849)    (3,342,849
                                                            -----    ------------   ------------    ------------    -----------
      Balance, December 31, 1995                            7,753     119,968,973    (97,728,323)    (10,949,039)    11,291,611
       Net income for the six month period                    -            -              -            2,437,496      2,437,496
                                                            -----    ------------   ------------    ------------    -----------
      Balance, June 30, 1996                                7,753    $119,968,973   $(97,728,323)   $ (8,511,543)   $13,729,107
                                                            =====    ============   ============    ============    ===========


      General Partner:
                                                                   Units of
                                                                  Partnership           Cumulative
                                                                   Interest                Cash       Accumulated
                                                            Number      Amount        Distributions     Earnings        Total


      Balance, December 31, 1993                              1           $10,000       $(24,559)        $  (990)      $(15,549)
       Net loss for the period                                -               -             -             (1,001)        (1,001)
                                                            -----         -------       --------         -------       -------- 
      Balance, December 31, 1994                              1            10,000        (24,559)         (1,991)       (16,550)
       Net loss for the period                                -              -              -               (431)          (431)
                                                            -----         -------       --------         -------       -------- 
      Balance, December 31, 1995                              1            10,000        (24,559)         (2,422)       (16,981)
       Net income for the six month period                    -              -              -                314            314 
                                                            -----         -------       --------         -------       -------- 
      Balance, June 30, 1996                                  1           $10,000       $(24,559)        $(2,108)      $(16,667)
                                                            =====         =======       ========         =======       ======== 

                                    The accompanying notes are an integral part of these statements.

     </TABLE>

     <PAGE>4
     <TABLE>
                                                               SB PARTNERS
                                                    (a New York limited partnership)

                                                 STATEMENTS OF CASH FLOWS (Not Audited)

     <CAPTION>
                                                                                       For the Six Months Ended
                                                                                             June 30,
                                                                                   -------------------------------
                                                                                      1996                  1995 
                                                                                   ----------            ---------
     <S>                                                                          <C>                  <C>
     Cash Flows From Operating Activities:                                         
      Net Income (Loss)                                                           $ 2,437,810          $(3,592,505)
       Adjustments to reconcile net income (loss) to
        net cash provided by (used in) operating activities:
         Extraordinary gain on disposition of investment in real estate            (7,535,652)                   0 
         Equity in net income of joint venture                                       (391,281)            (250,363)
         Depreciation and amortization                                              2,215,126            2,393,218 
         Amortization of discount on mortgage notes payable                                 0              188,488 
         Decrease in other assets                                                   2,254,633               53,009 
         Increase in other liabilities                                                851,242            1,524,806 
                                                                                  -----------          ----------- 
          Net cash provided by (used in) operating activities                        (168,122)             316,653 
                                                                                  -----------          ----------- 

      Cash Flows From Investing Activities:
         Proceeds from sale of investment in real estate                              125,622                    0 
         Capital additions to real estate                                            (946,282)          (1,141,737)
         Payments and distributions received from joint venture                       602,994              430,771    
                                                                                  -----------          ----------- 
          Net cash used in investing activities                                      (217,666)            (710,966)
                                                                                  -----------          ----------- 

      Cash Flows From Financing Activities:
         Proceeds from mortgage notes payable                                       5,350,000                    0 
         Proceeds from short-term loan                                              1,038,370                    0 
         Retirement of mortgage note payable                                       (5,173,235)                   0 
         Principal payments on mortgage notes payable                              (2,893,267)            (347,792)
         Repayment of short-term loan                                              (1,038,370)                   0 
                                                                                  -----------          ----------- 
          Net cash used in financing activities                                    (2,716,502)            (347,792)
                                                                                  -----------          ----------- 
      Net decrease in cash and cash equivalents                                    (3,102,290)            (742,105)
        Cash and cash equivalents at beginning of period                            3,304,968            1,074,985  
                                                                                  -----------          ----------- 
        Cash and cash equivalents at end of period                                $   202,678          $   332,880 
                                                                                  ===========          =========== 
      Supplemental disclosures of cash flow information:
         Cash paid during the period for interest                                 $ 3,629,961          $ 4,018,476 
                                                                                  ===========          =========== 

     Supplemental disclosures of non-cash investing and financing activities:
         The disposition of International Jewelry Center, to the extent of the release from liability
         for the underlying mortgage noted secured by the property, represents non-cash investing and
         financing activity which has been excluded from the statements of cash flows.

                                    The accompanying notes are an intregal part of these statements.
     </TABLE>


<PAGE>5
                                  SB PARTNERS

                            (a limited partnership)

                   NOTES TO FINANCIAL STATEMENTS (Unaudited)
                   -----------------------------------------

(1)      Accounting and Financial Reporting
         ----------------------------------

                 The financial statements included herein are unaudited;
         however, the information reflects all adjustments (consisting solely
         of normal recurring adjustments) that are, in the opinion of
         management, necessary to a fair presentation of the financial
         position, results of operations and cash flows for the interim
         periods.   Certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted pursuant
         to such rules and regulations, although the Registrant believes that
         the disclosures are adequate to make the information presented not
         misleading.  It is suggested that these financial statements be read
         in conjunction with the financial statements and the notes thereto
         included in the Registrant's latest annual report on Form 10-K.  

                 The results of operations for the three and six month periods
         ended June 30, 1996 and 1995 are not necessarily indicative of the
         results to be expected for the full year.

(2)      Mortgage Notes Payable
         ----------------------

                 During the quarter ended June 30, 1996, the Registrant
         refinanced the mortgage note secured by Plantation Shopping Center.
         The existing mortgage note, with a balance of $5,173,000, was retired
         and a short-term secured note of $5,350,000 obtained from a bank was
         placed on the property.  The Registrant expects to evaluate the
         potential for a sale of the shopping center or to refinance the new
         short-term loan with more conventional long-term financing prior to
         the maturity of the note at the end of 1997.


<PAGE>6

(3)      Gain on Disposition of Investment in Real Estate
         ------------------------------------------------

                 As previously reported, cash flow generated by International
         Jewelry Center, located in Los Angeles, California, had not been
         sufficient to carry debt service on the mortgage encumbering the
         property.  The Registrant ceased paying scheduled debt service in May
         1993, and since then had been paying debt service based on available
         cash flow from the building.  The loan was declared in default by the
         lender in November 1993, and the lender filed a Notice of Default and
         Election to Sell on March 3, 1995 and a Notice of Trustee's Sale on
         April 24, 1996.  Negotiations with the lender were concluded on May
         22, 1996, when the title to the property was transferred to a designee
         of the lender.  Consideration for this conveyance was $238,000,
         subject to the first leasehold note and deed of trust, the balance of
         which was $33,898,520, and the assumption by the designee of the
         ground lease.  The Registrant had a gain of $7,536,000 associated with
         the disposition.  The disposition will have negative tax consequences
         for some partners.

         Please refer also to the Liquidity and Capital Resources section of
         the Management Discussion and Analysis.

(4)      Commitments and Contingencies
         -----------------------------

                 The Registrant is a party to certain actions directly related
         to its normal business operations.  While the ultimate outcome is not
         presently determinable with certainty, the Registrant believes that
         the resolution of these matters will not have a material effect on its
         financial position and results of operations.


<PAGE>7

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                    THREE AND SIX MONTHS ENDED JUNE 30, 1996
                    ----------------------------------------

         General               
         -------

                 The financial statements as of and for the three and six
         months ended June 30, 1996 reflect the operations of three office
         properties, including the International Jewelry Center (See Footnote 3
         of the Financial Statements), one shopping center, two residential
         garden apartment properties and two joint ventures.  The financial
         statements as of and for the three and six months ended June 30, 1995
         reflect the operations of three office properties, one shopping
         center, three residential garden apartment properties and two joint
         ventures.

                 Total revenues for the three months ended June 30, 1996
         decreased $1,011,000 to approximately $4,734,000 from approximately
         $5,745,000 for the three months ended June 30, 1995.  Net income after
         gain on disposition of real estate increased $5,870,000 to net income
         of approximately $4,143,000 from a net loss of approximately
         $1,727,000 for the three months ended June 30, 1995.

                 Total revenues for the six months ended June 30, 1996
         decreased $1,472,000 to approximately $10,175,000 from approximately
         $11,647,000 for the six months ended June 30, 1995.  Net income after
         gain on disposition of real estate increased $6,031,000 to net income
         of approximately $2,438,000 from a net loss of approximately
         $3,593,000 for the six months ended June 30, 1995.

                 Changes in total revenues and net income/loss are
         substantially attributable to the sale of Sahara Palms Apartments in
         December, 1995, and the disposition of the International Jewelry
         Center in May, 1996.


<PAGE>8

         Liquidity and Capital Resources                                       
         -------------------------------

                 As of June 30, 1996, the Registrant had cash and cash
         equivalents of $203,000 in addition to $1,112,000 of deposits held in
         escrow by certain lenders for the payment of insurance, real estate
         taxes, and certain capital and maintenance costs.  These balances are
         approximately $3,135,000 less than cash, cash equivalents, and
         deposits held in escrow on December 31, 1995.  The decrease is
         primarily due to the payment of a required principal reduction of
         $1,500,000 paid to the former lender of the mortgage note secured by
         Plantation Shopping Center, payment of $1,038,370 to reimburse the
         letter of credit securing the financing for 1010 Market Street office
         building, and approximately $355,000 of mortgage principal paid
         through regularly scheduled payments.  In addition, the Registrant
         made expenditures of approximately $946,000 for capital additions to
         existing properties during the period.

                 Debt at June 30, 1996 consisted of approximately $61 million
         of nonrecourse first mortgage notes payable secured by real estate
         owned by the Registrant, and a note of $5,350,000 secured by
         Plantation Shopping Center.  Payment terms of the new note include
         interest only, based upon a fixed spread over a LIBOR index, until the
         maturity of the note at the end of 1997.  The Registrant will evaluate
         the possibility of a sale of the property or more conventional long
         term financing before the term of the note expires.  The Registrant is
         negotiating with the current lender for the mortgage loan secured by
         Meadowwood Apartments to extend the maturity of the loan, increase the
         loan amount, and reduce the interest rate.  Other scheduled maturities
         through regularly scheduled monthly payments of principal and interest
         will be approximately $112,000 for the last two fiscal quarters of
         1996.  The terms of certain mortgage notes require monthly escrow of
         estimated annual real  estate tax, insurance and reserves for repairs,
         maintenance and improvements to the secured property, in addition to
         the payments of principal and interest.  The Registrant has no other
         debt except normal trade accounts payable and expenses, and accrued
         interest on previously discussed mortgage notes payable.


<PAGE>9
                 Office markets where the Registrant owns properties have
         experienced and are likely to continue experiencing extended periods
         of high vacancy rates, significantly lower effective rental rates,
         reduced demand, and high risks of tenant failures and overbuilding.  
         New leases and renewals of existing leases are being made on terms
         that are significantly more in favor of tenants with reduced rental
         rates, periods of free or reduced rent, and costs of altering and
         improving rented premises being borne by the landlord.  Consequently,
         rental revenues, for certain properties, in recent years have been and
         may continue to be insufficient to cover operating costs, tenant
         improvement costs and other capital expenditures, and scheduled debt
         service payments.  Funds generated from other sources, including, but
         not limited to, sales or joint venturing of real estate investments or
         additional secured or unsecured borrowing, have at times been utilized
         to offset cash flow deficits resulting from operating these
         properties.

                 In 1994 and 1995, Southwestern Bell, formerly the largest non-
         governmental tenant in the St. Louis Central Business District,
         relocated its headquarters and other operations to San Antonio, Texas
         and other cities.  The St. Louis CBD continues to suffer from
         significant decreases in rental rates charged for new and renewal
         leases and high vacancy rates caused by other tenants downsizing,
         ceasing operations, or relocating to suburban locations or other
         cities.  This has, and will continue to, adversely affect the
         operation of 1010 Market Street in St. Louis.

                 During 1996 and the first seven months of 1997, leases for
         approximately 170,000 square feet of space at 1010 Market Street
         expire.  Included in this total is one tenant previously occupying
         approximately 35,000 square feet which it vacated by late 1995,
         although it paid rent through the  expiration of its lease in March
         1996.  As such, operating cash flow from the 1010 Market Street office
         building is no longer sufficient to cover debt service in 1996.

                 The Registrant stopped making regularly scheduled payments on
         the mortgage note secured by 1010 Market Street office building in
         May, 1996.  The lender filed a Notice of Default on May 9, and a
         notice of Acceleration of Debt on May 22, 1996.  The lender then drew
         the full amount, $1,038,000, of the irrevocable letters of credit
         which served as additional collateral securing the financing for the
         1010 Market Street office building.  The Registrant secured a short-
         term loan from a bank to reimburse the draw on the letter of credit,
         then repaid the short-term loan in full by the end of the quarter.  On
         August 1, 1996, the lender filed a Notice of Foreclosure Sale to take
         place on August 28, 1996.  The Registrant is currently in negotiations
         to return title to the property to the lender.  Such a transfer of
         title will have negative tax consequences for some partners.


<PAGE>10
                 Cash flow from the Registrant's apartment properties has been
         increasing moderately, reflecting the strong Atlanta and Reno
         apartment submarkets.  Based upon the refinancing of the loan with a
         significantly lower interest rate and debt service requirement,
         Plantation Center is expected to generate positive cash flow for the
         balance of 1996.  The disposition of International Jewelry Center from
         the Registrant's portfolio of investments will not have a significant
         impact on cash flows since, during recent years, the Registrant paid
         debt service to the lender equal to the cash flow from the operations
         of the property.  Although it expects to generate sufficient cash flow
         from all sources to cover possible shortfalls at certain commercial
         properties in 1996, the Registrant has elected and may continue to
         elect not to fund such deficits for certain properties.


         Holiday Park Apartments                               
         -----------------------

                 Total revenues for the three months ended June 30, 1996
         increased $10,000 to $276,000 from $266,000 for the three months ended
         June 30, 1995.  Net loss after depreciation and mortgage interest
         expense for the three months ended June 30, 1996 decreased $13,000 to
         $16,000 from $29,000 for the three months ended June 30, 1995.  The
         increase in revenues is primarily a result of a stronger apartment
         market as evidenced by rental increases implemented at the property
         during the year which increased revenues $4,000, while average
         occupancy at the property increased, which increased income $5,000. 
         The decrease in net loss is primarily due to the increased revenues
         and decreases in repairs and maintenance expense of $4,000.

                 Total revenues for the six months ended June 30, 1996
         increased $18,000 to $549,000 from $531,000 for the six months ended
         June 30, 1995.  Net loss after depreciation and mortgage interest
         expense decreased $28,000 to $42,000 from $70,000 for the six months
         ended June 30, 1995.  The increase in revenues is primarily due to the
         stronger apartment market as discussed above, as rental increases
         implemented at the property increased revenues $10,000, and increased
         occupancy increased revenues $7,000.  The decrease in net loss is
         primarily due to the increase in revenue as well as decreases in
         expenses, primarily a decrease in repairs and maintenance expense of
         $10,000.


<PAGE>11

         Meadow Wood Apartments
         ----------------------

                 Total revenues for the three months ended June 30, 1996
         increased $16,000 to $1,122,000 from $1,106,000 for the three months
         ended June 30, 1995.  Net loss after depreciation and mortgage
         interest expense for the three months ended June 30, 1996 increased
         $40,000 to $47,000 from $7,000 for the three months ended June 30,
         1995.  The increase in revenues is primarily a result of increases in
         rental rates implemented at the property which increased revenues by
         $72,000, but were partially offset by increases in vacancies which
         decreased revenues by $54,000.  The increase in net loss was primarily
         the result of increased costs of repairs and maintenance at the
         property of $37,000, utilities expense of $13,000, and increased
         administrative expenses of $8,000.

                 Total revenues for the six months ended June 30, 1996
         increased $44,000 to $2,271,000 from $2,227,000 for the six months
         ended June 30, 1995.  Net loss after depreciation and mortgage
         interest expense for the six months ended June 30, 1996 increased
         $12,000 to $26,000 from $14,000 for the six months ended June 30,
         1995.  The increase in revenues is the result of increased rental
         rates implemented at the property, which increased revenues by
         $133,000, but which were partially offset by increased vacancies which
         decreased revenues $91,000.  The increase in net loss is primarily a
         result of increases in property operating costs, such as increases in
         repairs and maintenance of $69,000, which were partially offset by
         decreases in utilities expense of $9,000 and interest expense of
         $5,000.

         International Jewelry Center                                    
         ----------------------------

                 The partnership transferred title of the International Jewelry
         Center on May 22, 1996 through negotiations with the former lender
         which resulted in a net gain on disposition of $7,536,000.  (Please
         refer to Footnote 3 of the Financial Statements.)

         Total revenues for the three months ended June 30, 1996 decreased
         $700,000 to $1,094,000 from $1,794,000 for the three months ended June
         30, 1995.  Net loss before the gain on disposition and after
         depreciation and mortgage interest expense for the three months ended
         June 30, 1996 increased $2,113,000 to $2,772,000 from $659,000 for the
         three months ended June 30, 1995.


<PAGE>12
                 Total revenues for the six months ended June 30, 1996
         decreased $600,000 to $2,853,000 from $3,453,000 for the six months
         ended June 30, 1995.  Net loss before the gain on disposition and
         after depreciation and mortgage interest expense for the six months
         ended June 30, 1996 increased $2,322,000 to $3,798,000 from $1,476,000
         for the six months ended June 30, 1995.

                 Due to the disposition of the property by the Registrant, the
         reporting period for the International Jewelry Center ended on May 22,
         1996.  The changes in revenues and net income are substantially due to
         the shortened reporting periods.  Also included in the reporting
         periods is a write-off of bad debt expense of $1,931,000 which
         increased the net losses for the reporting periods.


         Plantation Shopping Center                                  
         --------------------------

                 Total revenues for the three months ended June 30, 1996
         increased $75,000 to $442,000 from $367,000 for the three months ended
         June 30, 1995.  Net income after depreciation and mortgage interest
         expense for the three months ended June 30, 1996 increased $139,000 to
         net income of $7,000 from a net loss of $132,000 for the three months
         ended June 30, 1995.  The increase in revenues was primarily due to an
         increase in rental rates on new and renewal leases at the property
         which increased income $133,000, but was partially offset by decreases
         in escalation income of $36,000 and a decrease in average occupancy of
         approximately 5% to 76% from 81% for the comparable period a year
         earlier, which decreased income $23,000.  The increase in net income
         was primarily due to the increase in revenues and a decrease in
         interest expense of $100,000.  The increases in net income were
         partially offset by increases in operating expenses, primarily repairs
         and maintenance of $19,000 and depreciation expense of $19,000.


<PAGE>13
                 Total revenues for the six months ended June 30, 1996
         increased $85,000 to $849,000 from $764,000 for the six months ended
         June 30, 1995.  Net income after depreciation and mortgage interest
         expense for the six months ended June 30, 1996 increased $236,000 to
         net income of $9,000 from a net loss of $227,000 for the six months
         ended June 30, 1995.  The increased revenues were primarily the result
         of increased rental rates negotiated on new and renewal leases at the
         property which increased income $134,000, and increases in
         miscellaneous income of $19,000.  The increases in income were
         partially offset by a decrease in average occupancy of approximately
         4% to 76% from 80% for the period a year earlier which decreased
         income $35,000, and decreases in escalation income of $33,000.  The
         increase in net income was due to the increased revenues and a
         decrease in interest expense of $204,000, which were partially offset
         by increases in depreciation expense of $40,000  and repairs and
         maintenance expense of $17,000.

         The decreases in interest expense were primarily due to the payment of
         a required principal reduction of $1,500,000 on the mortgage note
         secured by the property in February, 1996.  This note was refinanced
         during the quarter.  (Refer also the Liquidity and Capital Resources
         Section and Footnote 2 of the Financial Statements.) 


         1010 Market Street                          
         ------------------

                 Total revenues for the three months ended June 30, 1996
         decreased $8,000 to $1,421,000 from $1,429,000 for the three months
         ended June 30, 1995.  Net loss after depreciation and mortgage
         interest expense increased $360,000 to $540,000 from $180,000 for the
         three months ended June 30, 1995.  The decrease in revenues was
         primarily due to a decrease in average occupancy of 9% to 77% from 86%
         for the comparable period a year earlier.  The decrease in occupancy
         decreased revenues $147,000, and decreases in escalation and other
         income decreased revenues $30,000, however, these decreases were
         almost entirely offset by increases in income due to increased rental
         rates negotiated on new and renewal leases at the property, which
         increased revenues $169,000.  The increase in net loss was primarily
         due to an increase in interest expense of $361,000.


<PAGE>14
                 Total revenues for the six months ended June 30, 1996
         decreased $51,000 to $2,874,000 from $2,925,000 for the six months
         ended June 30, 1995.  Net loss after depreciation and mortgage
         interest expense increased $382,000 to $712,000 from $330,000 for the
         six months ended June 30, 1995.  The decrease in revenues was
         primarily due to a decrease in average occupancy of 5% to 82% from 87%
         for the six months ended June 30, 1995.  The decrease in occupancy
         decreased revenues $137,000, and decreases in escalation and other
         income decreased revenues $48,000, however, these decreases were
         partially offset by increases in income due to increased rental rates
         negotiated on new and renewal leases at the property, which increased
         revenues $130,000.  The increase in net loss was primarily due to the
         decreased revenue and increases in interest expense of $325,000, which
         were partially offset by decreases in operating expenses, primarily
         decreases in repairs and maintenance of $32,000 and depreciation
         expense of $23,000.

                 As previously discussed, the Registrant stopped making
         regularly scheduled payments on the mortgage note secured by 1010
         Market Street office building in May, 1996.  (Refer also the Liquidity
         and Capital Resources Section.)


         Cherry Hill Office Center
         -------------------------

                 Total revenues for the three months ended June 30, 1996
         increased $41,000 to $365,000 from $324,000 for the three months ended
         June 30, 1995.  Net income after depreciation and mortgage interest
         expense increased $18,000 to $33,000 from $15,000 for the three months
         ended June 30, 1995.  The increase in revenues was primarily due to an
         increase in average occupancy of 6% to 76% from 70%, which increased
         revenues by $30,000, and increases in escalation income of $13,000. 
         The increase in net income was due to the increase in revenues and a
         decrease in utilities expense of $33,000, partially offset by
         increases in other operating expenses, primarily increases in real
         estate taxes of $30,000, payroll and related costs of $7,000,
         depreciation expense of $7,000, and professional fees of $3,000.


<PAGE>15
                 Total revenues for the six months ended June 30, 1996
         increased $65,000 to $732,000 from $667,000 for the six months ended
         June 30, 1995.  Net income for the six months ended June 30, 1996
         decreased $47,000 to $24,000 from $71,000 for the six months ended
         June 30, 1995.  The increase in revenues was primarily due to an
         increase in average occupancy of 2% to 75% from 73%, which increased
         income by $26,000, increases in rental rates negotiated on new and
         renewal leases which increased income $21,000, increases in escalation
         income of $13,000, and increases in other income of $5,000.  The
         decrease in net income was due to increases in operating expenses,
         primarily increases in utilities expense of $37,000, repairs and
         maintenance of $32,000, depreciation expense of $16,000, and payroll
         and related costs of $13,000.

         Investment in Joint Venture
         ---------------------------

                 Equity in net income of joint venture for the three months
         ended June 30, 1996 decreased $90,000 to $206,000 from $296,000 for
         the three months ended June 30, 1995.  The decrease in net income is
         primarily due to increases in property operating expenses, primarily
         utilities of $38,000, repairs and maintenance of $22,000, payroll and
         related costs of $14,000.

                 Equity in net income of joint venture for the six months ended
         June 30, 1996 increased $141,000 to $391,00 from $250,000 for the six
         months ended June 30, 1995.  The increase in income for the six month
         period reflects the strong Atlanta apartment market as increases in
         rental rates implemented at the property increased revenues $172,000,
         while occupancy remained high.  The increase in revenues was partially
         offset by increases in operating expenses, primarily utilities expense
         which increased $60,000 over the six month period ending June 30,
         1995.


<PAGE>16









                          PART II - OTHER INFORMATION




           ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
                    ---------------------------------

                     
         (a)     Exhibits
                 None

                     
         (b)     Reports on Form 8-K
                 During the quarter ended June 30, 1996, the Registrant filed
                 Form 8-K to report the disposition of International Jewelry
                 Center.  Included in the report was a pro forma Balance Sheet,
                 restated to reflect the removal of the assets and liabilities
                 of the International Jewelry Center, and pro forma Statements
                 of Operations for both the three months ended March 31, 1996
                 and the year ended December 31, 1995, restated to reflect the
                 results of operations of the Registrant as if the disposition
                 has been consummated at the beginning of the periods
                 presented.  The report was dated May 22, 1996.

                 All other item numbers are not submitted because they are not
                 applicable.


<PAGE>17

                                   SIGNATURES

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






                                          SB PARTNERS                        
                                          -------------------------------    
                                          (Registrant)                       



                                      By: SB PARTNERS REAL ESTATE CORPORATION
                                          -----------------------------------
                                          General Partner







Dated: August 14, 1996               By: /s/ John H. Streicker          
                                         -------------------------------
                                         John H. Streicker              
                                         President                      



Dated: August 14, 1996               By: /s/ Elizabeth B. Longo         
                                         -------------------------------
                                         Elizabeth B. Longo             
                                         Chief Financial Officer        



Dated: August 14, 1996               By: /s/ George N. Tietjen          
                                         -------------------------------
                                         George N. Tietjen  III         
                                         Vice President and Controller  <PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         202,678
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,865,720
<PP&E>                                     107,602,535
<DEPRECIATION>                            (28,909,650)
<TOTAL-ASSETS>                              82,761,283
<CURRENT-LIABILITIES>                        2,256,351
<BONDS>                                     66,792,492
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  13,712,440
<TOTAL-LIABILITY-AND-EQUITY>                82,761,283
<SALES>                                              0
<TOTAL-REVENUES>                            10,565,890
<CGS>                                                0
<TOTAL-COSTS>                               10,685,593
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           4,978,139
<INCOME-PRETAX>                            (5,097,842)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                              7,535,652
<CHANGES>                                            0
<NET-INCOME>                                 2,437,810
<EPS-PRIMARY>                                      534
<EPS-DILUTED>                                      534
        

</TABLE>


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