PRESIDIO CAPITAL CORP
10-Q, 1996-08-14
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 1996

                         Commission file number: 0-25780

                             PRESIDIO CAPITAL CORP.
             (Exact name of registrant as specified in its charter)

      British Virgin Islands                                 N/A
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

c/o Hemisphere Management (Cayman) Limited
Zephyr House, Mary Street, Grand Cayman,
Cayman Islands, British West Indies                          N/A
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (441) 295-9166

Former name, former address and former fiscal year,
if changed since last report                                 N/A

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  and 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:

        As of August 2, 1996, there were 8,766,569 Class A Common Shares,
                       U.S. $0.01 par value, outstanding.
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<PAGE>


                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                                 

Item  1. Financial Statements

         Consolidated  Statements  of Net Assets in  Liquidation  as of June 30,
         1996 (unaudited) and December 31, 1995 (audited)

         Consolidated Statements of Changes in Net Assets in Liquidation for the
         Three and Six Month Periods Ended June 30, 1996 and 1995 (unaudited)

         Notes to Consolidated Financial Statements


Item 2.  Management's Discussion and Analysis of Financial Condition     
         and Liquidation Activities

Part II -OTHER INFORMATION

Item 1.  Legal Proceedings                                                     

Item 6.  Exhibits and Reports on Form 8-K                                       


SIGNATURES

<PAGE>
                             PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION

                      (Expressed in thousands of United States dollars)

                                                                            
<TABLE>
<CAPTION>
                                                        June 30,    December 31, 
                                                          1996         1995
                                                        ---------   ----------
<S>                                                        <C>          <C>
Assets:

Cash and cash equivalents (including restricted
   cash of $23,827 and $21,603) ......................  $101,561     $120,613
Investments ..........................................    29,698       32,769
Contract rights ......................................    36,187      235,681
Notes and other receivables (net of non-recourse
    indebtedness of $-- and $17,599) .................    97,943       76,193
Other assets .........................................     5,098        5,519
                                                        --------     --------

                      Total assets ...................  $270,487     $470,775
                                                        ========     ========
                                                        


Liabilities:

Debt .................................................  $    900     $  4,895
Dividends payable ....................................      --         10,014
Estimated costs of liquidation .......................    55,698       64,638
Estimated tax liability ..............................     4,902        6,000
                                                        --------     --------

                      Total liabilities ..............    61,500       85,547
                                                        --------     --------

                      Net Assets in Liquidation ......  $208,987     $385,228
                                                        ========     ========


</TABLE>
See notes to consolidated financial statements.
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                                   (UNAUDITED)
                (Expressed in thousands of United States dollars)
<TABLE>
<CAPTION>
                                     Three Month Period         Six Month Period
                                        Ended June 30,           Ended  June 30,
                                      1996         1995         1996         1995
                                   ---------    ---------    ---------    ---------
<S>                                <C>          <C>          <C>          <C>
Net Assets in Liquidation,
    beginning of period ........   $ 335,132    $ 410,157    $ 385,228    $ 399,396


    Dividends paid / accrued ...    (140,191)     (74,986)    (192,763)     (74,986)

    Increase from revaluation of
       assets and liabilities ..      11,619        6,322       13,077       14,607

    Interest income ............       2,427        1,981        3,445        4,457
                                   ---------    ---------    ---------    ---------

Net Assets in Liquidation,
    end of period ..............   $ 208,987    $ 343,474    $ 208,987    $ 343,474
                                   =========    =========    =========    =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Presidio Capital Corp. ("Presidio" and, collectively with its subsidiaries,  the
"Company") was organized on August 29, 1994, in the British Virgin Islands under
the International  Business  Companies Act (Cap. 291), to purchase,  directly or
through  its  subsidiaries,  substantially  all  of  the  assets  of  Integrated
Resources,  Inc.  ("Integrated") for the purpose of liquidation and distribution
of capital to shareholders.  The Company was formed in accordance with the Sixth
Amended  Plan  of  Reorganization   Submitted  by  the  Official   Committee  of
Subordinated Bondholders and the Steinhardt Group, (the "Plan") confirmed by the
United States  Bankruptcy  Court for the Southern  District of New York by order
dated  August  8,  1994.  The Plan was  consummated  on  November  3,  1994 (the
"Consummation Date").

Reference is made to the notes to the consolidated  financial statements for the
year ended  December 31, 1995,  included in the Company's  Annual Report on Form
10-K ( the  "Form  10-K")  for  information  with  regard  to the  organization,
significant  accounting  policies and disclosures made pursuant to the rules and
regulations of the Securities and Exchange Commission.

The interim financial data is unaudited;  however, in the opinion of management,
the Company's  interim  financial data for the three and six month periods ended
June 30, 1996  includes all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary  for a fair  presentation  of the results of the interim
period. These consolidated interim financial statements and notes thereto should
be read in conjunction with the consolidated  financial  statements and notes to
consolidated financial statements included in the Form 10-K.

Liquidation Basis

The Company's  financial  statements  are prepared on the  liquidation  basis of
accounting.  The liquidation basis of accounting is appropriate when liquidation
appears  imminent and the Company is no longer viewed as a going concern.  Under
this method of accounting,  assets are stated at their  estimated net realizable
values and liabilities are stated at their anticipated  settlement amounts.  The
valuations presented in these financial statements are presented in U.S. dollars
under U.S. generally accepted accounting principles.

The valuation of assets and liabilities requires many estimates and assumptions.
The actual value of any liquidating  distributions will depend upon a variety of
factors including, among others, the actual market prices of any assets that may
be  distributed  in kind,  the  proceeds  from the sale of any of the  Company's
assets  and  the  timing  of  distributions.  The  valuations  presented  in the
accompanying  Statements of Net Assets in Liquidation represent estimates at the
dates shown,  based on current  facts and  circumstances,  of the  estimated net
realizable  value of assets and estimated costs of  implementation  of the Plan.
The net values  ultimately  realized and costs actually incurred could be higher
or lower than the amounts recorded.

NOTE 2 - CONTRACT RIGHTS

During the quarter ended June 30, 1996,  approximately  $9.4 million,  which was
withheld from the Contract  Rights  Securitization  net proceeds as reserves for
certain representations and warrantees made by the Company, were returned to the
Company.
<PAGE>
Of the remaining  Contract  Rights,  one tenant  purchased their leased property
from the Company during the quarter ended June 30, 1996, as permitted  under the
terms of their lease for $1.7 million.

NOTE 3 - DIVIDENDS

On April 12, 1996 and May 31, 1996, dividends of $32.5 million and $140 million,
or $3.25  per  share  and  $14.00  per  share,  respectively,  were  paid to all
shareholders  of  record  as of April 3,  1996 and May 20,  1996,  respectively.
Additionally,  on July 30, 1996 the Company  declared a dividend of $35 million,
or $3.50 per share  paid on August 9, 1996 and  payable to all  shareholders  of
record as of August 2, 1996.


NOTE 4 - REVALUATION OF ASSETS AND LIABILITIES

The increase in Net Assets in Liquidation  resulting from  revaluation of assets
and liabilities for the three and six month periods ended June 30, 1996 and 1995
is as follows:

<TABLE>
<CAPTION>
                                                         (000's)
                                       Three Month Period      Six Month Period
                                         Ended  June 30,        Ended  June 30,
                                        1996       1995       1996        1995
                                      --------   --------   --------   -------- 
                                                            
<S>                                   <C>        <C>        <C>        <C>
Increase in estimated net
    realizable value of assets ....   $  7,386   $  4,882   $  8,844   $  5,338

Decrease (increase) in
    estimated costs of liquidation         238         43        238     (2,018)

Return of overpayments and
    bankruptcy settlements ........      3,995      1,397      3,995     10,287

Decrease in estimated tax
    liability .....................       --         --         --        1,000
                                      --------   --------   --------   --------                                 
                                      $ 11,619   $  6,322   $ 13,077   $ 14,607
                                      ========   ========   ========   ========
</TABLE>
<PAGE>
During the quarter  ended June 30,  1996,  the Company  continued  to review the
status of resolved and unresolved  claims against  Integrated.  Through  various
settlements  reached  between  the  Company,  one of its wholly  owned  indirect
subsidiaries and various  lenders,  all claims relating to $4 million of capital
contribution  obligations of the subsidiary  which were guaranteed by Integrated
have been  dismissed.  It was  concluded  that the claims  made on behalf of the
guarantees  have been fully  satisfied under the terms of the Plan. As such, Net
Assets in Liquidation have been increased by approximately $4 million.

In 1990,  Integrated sold the majority of its core financial services businesses
(including its insurance  subsidiary  Integrated Resources Life Co. ("Life")) to
Broad, Inc. In connection with the sale,  certain cash in Life was restricted by
order of the Iowa Insurance  Commissioner  from being distributed to Integrated.
Approval for  distribution  was  contingent,  in part,  upon the  resolution  of
various contingent  liabilities,  including  contingent claims relating to state
guarantee  funds for failed  insurance  companies.  The right to this  remaining
receivable from Life was  transferred to an indirect wholly owned  subsidiary of
Presidio,  in connection  with  Presidio's  purchase of  Integrated's  estate in
November 1994. On July 1, 1996, the Iowa Insurance  Commissioner  concluded that
all contingent liabilities had been satisfied,  and approved the transfer of all
remaining  cash from Life to the  Company.  As a result,  the  Company  received
approximately  $13.4  million  on July 2,  1996.  Since the  Company  previously
estimated that approximately $7.5 million would be realized upon satisfaction of
all liabilities, Net Assets in Liquidation was increased by $5.9 million at June
30, 1996.

NOTE 5 - LITIGATION

On May 6, 1996, the securities litigation expert assigned to evaluate a proposed
settlement in Mark Erwin,  Trustee,  et. al. v. Resources High Equity, Inc., et.
al.  (The  "HEP  Action"),  submitted  a report  stating  that he was  unable to
conclude  that the  revised  settlement  as  proposed  is fair,  reasonable  and
adequate,  and  recommended  that the settlement be revised and  restructured in
certain respects.  A hearing on the expert's report and preliminary  approval of
the revised settlement occurred on May 28, 1996.

At this  hearing,  the Court  ordered  the  parties to brief  certain  valuation
issues,  the requisite  consents  required from limited  partners to approve the
Exchange and the applicability of exemptions from the California securities law.
Thereafter,  in response to the expert's  report,  the proposed  settlement  was
further  revised  to  require  independent  appraisals  of all assets of the HEP
Partnerships.

A hearing on the issues the Court had  ordered  the parties to brief was held on
July 9, 1996. On July 18, 1996, the Court  preliminarily  approved the proposed,
revised  settlement of the HEP Action,  and made a preliminary  finding that the
proposed revised  settlement is fair,  adequate and reasonable to the class, and
that a settlement class should be conditionally  certified. The Court also set a
hearing  for August 19,  1996 to settle the form and method of notice to limited
partners regarding the proposed, revised settlement.
<PAGE>
ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND LIQUIDATION ACTIVITIES

The following section includes a discussion and analysis of financial  condition
and  liquidation  activities  of the Company for the three and six periods ended
June 30, 1996.

Liquidity and Capital Resources

The most  significant  sale to date was achieved on March 28, 1996.  The Company
sold 117 of its 123  Contract  Rights  in a private  securitization  transaction
yielding net proceeds of approximately $205 million.

The  Company's  primary  objectives  are to liquidate its assets in the shortest
time period  possible  while  realizing  the maximum  values for such assets and
reduction of operating costs. Although the Company considers its assumptions and
estimates as to the values and timing of such liquidations to be reasonable, the
period of time to  liquidate  the assets and  distribute  the  proceeds  of such
assets  is  subject  to   significant   business,   economic   and   competitive
uncertainties and contingencies, many of which are beyond the Company's control.

Cash  available for  distributions,  defined as cash and cash  equivalents  less
restricted cash,  decreased by $154 million for the quarter ended June 30, 1996,
primarily due to dividends  paid of $173 million offset by the return of certain
escrowed  reserves  maintained on the  securitization  of the Contract Rights of
$9.4 million, and an increase in operating cash flow in the quarter.

Restricted cash at June 30, 1996 was $23.8 million and is primarily comprised of
reserves for bankruptcy  claims of $6.2 million and deposits for escrow accounts
as security for  indemnification  of certain  former  officers and  directors of
Integrated and the Class A Directors of Presidio of $15.7 million (see A) and B)
below).

A)       The  indemnity  for the former  officers and  directors  of  Integrated
         ("Qualified Indemnity") is collateralized by cash and all the stock and
         partnership interests in the Company's non-U.S.  subsidiaries under the
         Indemnification  Agreements  (the  "Indemnification  Agreements").  All
         distributions made by the Company are limited by a requirement that the
         Company have certain minimum net assets after distribution to discharge
         any pending and expected Qualified Indemnity  obligations.  The balance
         in the Qualified  Indemnity  escrow  account at June 30, 1996 was $10.8
         million.

         Presidio's  ability  to  make  distributions  to  stockholders  remains
         limited in accordance with the terms of the indemnification obligations
         of the former officers and directors of Integrated and its subsidiaries
         under  the  Indemnification  Agreements.  Presidio  has  no  basis  for
         believing  that  any  of  those  indemnification  obligations  will  be
         material, and to date, no claim for such indemnification has been made.
         However,  pursuant  to the  terms  of the  Indemnification  Agreements,
         Presidio  is required to notify  beneficiaries  thereunder  of proposed
         dividends and certain other proposed  transfers of cash made by certain
         subsidiaries   of  Presidio  to  Presidio,   and  by  Presidio  to  its
         shareholders,  and to retain the value of certain collateral granted as
         security for such indemnification obligations. Presidio provided notice
         to  the  beneficiaries  of  the  Indemnification  Agreements  prior  to
         distribution  of all dividends  paid and declared  during the first and
         second quarters ended March 31, 1996 and June 30, 1996, respectively.
<PAGE>
B)       The Plan also provided for  indemnification of the Class A Directors of
         Presidio. The indemnification amounts were secured by an initial escrow
         deposit  which  was made on the  Consummation  Date.  Presidio  is also
         required to make quarterly  escrow deposits equal to the greater of (i)
         $750,000,  or (ii) 1% of any amounts  distributed  to  shareholders  of
         Presidio,  for  additional   indemnification  security.  In  accordance
         therewith,  Presidio deposited  $1,500,000 in the first two quarters of
         1996. The escrowed  amounts will not be available for  distribution  to
         shareholders until the indemnification  agreement expires.  The balance
         in the  Class A  Directors  escrow  account  at June 30,  1996 was $4.9
         million.

Presidio  believes  that cash on hand,  revenues  generated  from  interests  in
businesses  that  continue to operate and proceeds from selling  businesses  and
other assets will be sufficient to support the Company's operations and meet its
obligations. The Company had positive net operating cash flow of $20.8 and $26.3
million for the three and six month periods ended June 30, 1996, respectively.
<PAGE>
Liquidation Activities

The Company's cash and cash equivalents  decreased by  approximately  $153.4 and
$19.0  million  for  the  three  and six  month  period  ended  June  30,  1996,
respectively,  as compared to decreases of $65.9 and $69.0  million for the same
periods  of the  prior  year.  The  components  of the  change  in cash and cash
equivalents, are as follows:
<TABLE>
<CAPTION>
                                                                                                     (Millions)
                                                                                     (unaudited)                   (unaudited)
                                                                                 Three Month Period              Six Month Period
                                                                                      June 30,                      June 30,
                                                                                1996           1995            1996        1995
                                                                             --------         -------         --------   --------
<S>                                                                          <C>              <C>             <C>        <C>        
Cash Inflows
Contract Rights Securitization Proceeds, net .......................         $    --          $    --         $ 205.1    $    --
Operating Cash Inflows .............................................             22.1            18.0            33.6        37.5
Interest income ....................................................              2.4             2.0             3.4         4.5
                                                                             --------         -------         --------   --------
     Total Cash Inflows ............................................             24.5            20.0           242.1        42.0
                                                                             --------         -------         --------   --------
Cash Outflows
Dividends paid .....................................................            172.7            75.0           202.8        75.0
Loans to Affiliates ................................................               --              --            31.5          --
Legal and other expenses - Contract Rights .........................              1.5              --            16.1          --
Legal, accounting and consulting fees ..............................              1.4             3.7             3.3         5.9
Miscellaneous general and administrative costs .....................              1.7             3.9             6.8         7.7
Bankruptcy claims paid .............................................              0.5             3.2             0.5        20.3
Steinhardt Management Co. ..........................................
     expense reimbursement .........................................              0.1             0.1             0.1         2.1
                                                                             --------         -------         --------   --------
Total Cash Outflows ................................................            177.9            85.9           261.1       111.0
                                                                             --------         -------         --------   --------
Increase (Decrease) in cash and cash equivalents ...................           (153.4)          (65.9)          (19.0)      (69.0)
Cash and cash equivalents, beginning of period .....................            255.0           170.8           120.6       173.9
                                                                             --------         -------         -------    --------
Cash and cash equivalents, end of period ...........................         $  101.6        $  104.9        $  101.6    $  104.9
                                                                             ========        ========        ========    ========
</TABLE>
On April 12, 1996 and May 31, 1996, dividends of $32.5 million and $140 million,
or  $3.25  per  share  and  $14.00  per  share,  respectively  were  paid to all
shareholders  of  record  as of April 3,  1996 and May 20,  1996,  respectively.
Dividends of $30 million,  or $3.00 per share,  was paid in the first quarter of
1996.  Additionally,  on July 30,  1996 the  Company  declared a dividend of $35
million,  or  $3.50  per  share  paid on  August  9,  1996  and  payable  to all
shareholders of record as of August 2, 1996.
<PAGE>
Current Operations

Operating  cash  inflows  from  period to period are not  comparable  due to the
timing of liquidation activities.

Interest income  increased in the quarter ended June 30, 1996 as compared to the
same period of the prior year due to  increased  cash  balances  resulting  from
proceeds  realized  from the  securitization  of the Contract  Rights.  Interest
income  decreased  for the six months  ended June 30, 1996 as compared  with the
same  period  of  the  prior  year  due  to  increased   distributions  made  to
shareholders in 1996.

There  were  payments  made  during the second  quarter in  connection  with the
resolution of remaining disputed bankruptcy claims of $0.5 million.

Legal,  accounting and consulting  fees decreased  primarily due to less outside
consultants needed in the current period due to continued liquidating activites.

Miscellaneous  general and administrative  costs decreased for the three and six
month  periods  ended June 30,  1996 as compared to the same period of the prior
year due to decreased office expenses incurred in 1996.

Contract Rights
In May 1995, Presidio entered into a series of Hedges through the short sales of
ten-year U.S.  government Notes maturing in February and March 2005. These Notes
had an aggregate notional value of $225 million, and were designed to reduce the
impact of interest  rate  fluctuations  on the  projected  proceeds  from future
Contract Right transactions. In March 1996 the Company settled its position with
regard to the Hedges realizing a loss of $2.6 million.

In a private securitization transaction completed on March 28, 1996, the Company
sold 117 of the 123 Contract Rights owned directly or indirectly by the Company.
Such securitized transaction, which was unanimously approved by Presidio's Board
of Directors,  yielded  proceeds before  expenses and reserves of  approximately
$233  million,  approximately  $205  million  of which has been  distributed  to
Presidio or one of its subsidiaries.

The securitization  certificates that were sold are secured by substantially all
of the payment stream from the primary term of the related Contract Rights.  The
certificates sold in the securitization  are not backed by the Company.  Most of
the  remaining  payment  stream,  which  is  effectively   subordinated  to  the
certificates  sold in the  securitization,  will be used to make  payment to the
holder of another  certificate,  (the "T-Two Holder") 99% of which was sold to a
newly formed company, T-Two Holding, LLC ("the LLC"), an entity owned by certain
affiliates of Presidio (the  "Affiliates").  These  Affiliates are controlled by
the Chairman of the Board and the  President  of  Presidio.  On the Closing Date
Presidio made a $31.5 million  recourse loan to the Affiliates;  the proceeds of
which were used to  purchase  the  Affiliates  interests  in the LLC.  This loan
accrues  interest at 25% per annum,  and is reflected in the Company's Notes and
Receivables  balance at June 30, 1996. As of June 30, 1996  interest  accrued on
the loan is approximately  $2.1 million.  The LLC will conduct a rights offering
directed to the Company's shareholders as soon as practicable, which the Company
believes may not occur until early 1997, enabling the Company's  shareholders to
acquire all of the LLC.  The  proceeds of such rights  offering  will be used in
part by the LLC to repurchase the membership interests initially acquired by the
Affiliates,  who will in turn,  be  obligated  at that  time to repay  the $31.5
million Presidio loan plus accrued interest.
<PAGE>
During the quarter ended June 30, 1996,  approximately  $9.4 million,  which was
withheld from the Contract  Rights  Securitization  net proceeds as reserves for
certain representations and warrantees made by the Company, were returned to the
Company.

Of the remaining  Contract  Rights,  one tenant  purchased their leased property
from the Company during the quarter ended June 30, 1996, as permitted  under the
terms of their lease for $1.7 million. 

HEP Action 
On May 6, 1996, the securities litigation expert assigned to evaluate a proposed
settlement in Mark Erwin,  Trustee,  et. al. v. Resources High Equity, Inc., et.
al.  (The  "HEP  Action"),  submitted  a report  stating  that he was  unable to
conclude  that the  revised  settlement  as  proposed  is fair,  reasonable  and
adequate,  and  recommended  that the settlement be revised and  restructured in
certain respects.  A hearing on the expert's report and preliminary  approval of
the revised settlement occurred on May 28, 1996.

At this  hearing,  the Court  ordered  the  parties to brief  certain  valuation
issues,  the requisite  consents  required from limited  partners to approve the
Exchange and the applicability of exemptions from the California securities law.
Thereafter,  in response to the expert's  report,  the proposed  settlement  was
further  revised  to  require  independent  appraisals  of all assets of the HEP
Partnerships.

A hearing on the issues the Court had  ordered  the parties to brief was held on
July 9, 1996. On July 18, 1996, the Court  preliminarily  approved the proposed,
revised  settlement of the HEP Action,  and made a preliminary  finding that the
proposed revised  settlement is fair,  adequate and reasonable to the class, and
that a settlement class should be conditionally  certified. The Court also set a
hearing  for August 19,  1996 to settle the form and method of notice to limited
partners regarding the proposed, revised settlement.

Wrap Mortgage
On June 25, 1996 certain direct and indirect  wholly owned  subsidiaries  of the
Company sold a wraparound mortgage position and general partnership interest for
a sales price of approximately  $1.7 million.  The wraparound  mortgage was sold
subject  to the  buyer  assuming  the  obligation  under  the  underlying  first
mortgage.

Limited Partnership Interests
During the quarter  ended June 30, 1996,  Resources  Funding  Corp.  ("RFC"),  a
wholly owned indirect  subsidiary of the Company received $1.4 million under the
confirmed  Chapter 11 plan of  reorganization  of Congrecare Coral Oaks Partners
Ltd.  ("Investor  Partnership"),  a  limited  partnership  in  which  RFC is the
managing  partner.  This payment was in respect of RFC's unsecured claim against
the Investor Partnership. The claim grew out of an agreement entered into by and
among RFC and the Investor  Partnership,  among  others,  dated January 28, 1988
pursuant  to which  RFC  agreed  to  obtain  letters  of credit on behalf of the
Investor  Partnership for its operating deficit and working capital needs. These
letters of credit  were drawn down by the  Investor  Partnership.  RFC was never
reimbursed for the draws under the letters of credit.  On February 16, 1996, the
Investor  Partnership filed for protection under Chapter 11 of the United States
Bankruptcy  Code in order to  implement a  settlement  it had  reached  with its
primary secured lender.  RFC filed a claim in the bankruptcy  court  proceedings
for the amount drawn down on the letters of credit and the  interest  thereon as
well as related costs and expenses.  The $1.4 million received by RFC represents
the distribution  made by the Investor  Partnership under its Chapter 11 plan on
account of such claim.
<PAGE>
During the quarter  ended June 30,  1996,  the Company  continued  to review the
status of resolved and unresolved  claims against  Integrated.  Through  various
settlements  reached  between the Company and one of its wholly  owned  indirect
subsidiaries and various  lenders,  all claims relating to $4 million of capital
contribution  obligations of the subsidiary  which were guaranteed by Integrated
been  dismissed.  It was  concluded  that the claims  made on behalf of the
guarantees  have been fully  satisfied under the terms of the Plan. As such, Net
Assets in  Liquidation  have been  increased  by  approximately  $4 million as a
result of the dismissal of the obligations.

IR Life Co.
In 1990,  Integrated sold the majority of its core financial services businesses
(including its insurance  subsidiary  Integrated Resources Life Co. ("Life")) to
Broad, Inc. In connection with the sale,  certain cash in Life was restricted by
order of the Iowa Insurance  Commissioner  from being distributed to Integrated.
Approval for  distribution  was  contingent,  in part,  upon the  resolution  of
various contingent  liabilities,  including  contingent claims relating to state
guarantee  funds for failed  insurance  companies.  The right to this  remaining
receivable from Life was  transferred to an indirect wholly owned  subsidiary of
Presidio,  in connection  with  Presidio's  purchase of  Integrated's  estate in
November 1994. On July 1, 1996, the Iowa Insurance  Commissioner  concluded that
all contingent liabilities had been satisfied,  and approved the transfer of all
remaining  cash from Life to the  Company.  As a result,  the  Company  received
approximately  $13.4  million  on July 2,  1996.  Since the  Company  previously
estimated that approximately $7.5 million would be realized upon satisfaction of
all liabilities, Net Assets in Liquidation was increased by $5.9 million at June
30, 1996.

Other Real Estate
During the quarter ended June 30, 1996,  the Company  received $2.3 million from
Fillmore Center Project  Corporation  ("FCPC") in which the Company owned 86% of
the stock.  The  proceeds,  net of legal  expenses,  represent a portion of a $3
million  settlement  payment received by FCPC in connection with the foreclosure
of its principal assets.
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings
- -------   -----------------

The  following  information  should be read in  conjunction  with Item 3. "Legal
Proceedings" of the Company's December 31, 1995 Form 10-K.

Mark Erwin,  Trustee,  et al v.  Resources  High Equity,  Inc.,  et al (the "HEP
Action")
- --------------------------------------------------------------------------------
Reference is made to Note 5 of the Consolidated  Financial Statements in Part I,
Item 1, Financial Statements.

Item 6.  Exhibits and Reports on Form 8-K
- -------  --------------------------------

         (a)    Not applicable

         (b)    The  Company  was not  required  to file any reports on Form 8-K
                during the quarter ended June 30, 1996.

                                   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.

                                      PRESIDIO CAPITAL CORP. (Registrant)

                                      By:  /s/  Joseph M.  Jacobs
                                           ------------------------------------
                                           Joseph M. Jacobs
                                           Chief Executive Officer and President


                                      By:  /s/  Jay L.   Maymudes
                                           ------------------------------------
                                           Jay L. Maymudes
                                           Vice President, Treasurer and Chief
                                           Financial  Officer

Date: August 14, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
<LEGEND>
The schedule contains summary information extracted from the financial
statements of the June 30, 1996 Form 10-Q of Presidio Capital Corp. and is
qualified in its entirety by reference to such financial statements.
[/LEGEND]
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         101,561
<SECURITIES>                                    29,698
<RECEIVABLES>                                  134,130
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           5,098
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 270,487
<CURRENT-LIABILITIES>                           60,600
<BONDS>                                            900
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   270,487
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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