SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                For the transaction period from                    to

                         Commission File Number 0-15571

                CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)
North Carolina                                                 56-1494619
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

Suite 100, 4000 Blue Ridge Road
Raleigh, North Carolina                                       27612
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code (919) 781-1700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: 5,900 Units of
Limited Partnership Interests.

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [X].

Market Value of 5,875 Units held by nonaffiliates as of March 29, 2000 was
$2,621,000 (based upon the offering price of $1,000 less the amount distributed
per Unit).

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

5,900 Units outstanding as of March 29, 2000

This Exhibit Index appears on Page 18.



                                       1
<PAGE>

                                     PART I

Item 1.  Business.

Carolina Investment Partners, Limited Partnership (the "Registrant") is a
limited partnership organized in 1985 under the North Carolina Uniform Limited
Partnership Act. The Registrant was formed for the purpose of investing in
certain unimproved real properties located in Cary, North Carolina. The
Registrant acquired these properties, commonly known as the Martin Parcel and
the Wellington Parcel, in 1986. See "Properties." The Registrant has the option
to develop the Martin Parcel for office and institutional uses or hold it for
resale. The only option for the Wellington Parcel was to hold it for resale. At
this time the Registrant is not developing the Martin Parcel and is attempting
to sell it. However, the Registrant will consider its options with respect to
development of the Martin Parcel and is formulating a plan for development of
the Martin Parcel. As of April 9, 1998 all of the Wellington Parcel was sold.

Recent Developments

The Registrant submitted a site plan for the development portion of the Martin
Parcel to the town of Cary. The town has failed to approve the site plan because
of traffic concerns. The General Partner and its representatives are presently
meeting with the North Carolina Department of Transportation representatives and
representatives of the town of Cary in an attempt to alleviate the concerns of
town officials. The General Partner believes that a favorable outcome of these
discussions will enhance the marketability of the property. There can be no
assurances that there will be a favorable outcome of the discussions with the
North Carolina Department of Transportation or the Town of Cary.

Development of real property in the Research Triangle Area is highly
competitive. Factors which affect competition include price, financing terms,
economics, location, social and demographic conditions in the surrounding areas,
roads, sewers, utilities and other items of infrastructure, zoning and similar
governmental regulations which affect the cost of development and the uses of
the property. Many of these factors are beyond the control of the Registrant.
These competitive conditions may affect the Registrant's ability to locate
purchasers for, or develop the property at prices acceptable to the Registrant.
The Registrant believes, however, that the proximity of the property to the full
access highway interchange and overpass which connects the Cary Parkway and U.S.
Highway 1 and 64 (the "Interchange") enhances their marketability and minimizes
the effects of competition.


Item 2.  Properties.

The Martin Parcel is located in the southern portion of Cary, North Carolina, a
rapidly expanding community to the immediate southwest of Raleigh, North
Carolina. Cary is part of a region in central North Carolina known as the
Research Triangle area, which includes Raleigh, Durham, Chapel Hill and the
Research Triangle Park. The Martin Parcel is located near the residential single
family subdivisions known as Ridgepath, Wellington Park, MacGregor Downs,
Lochmere, Kildaire Farms, Wimbledon, and McDonald Woods. The map below shows the
locations of the Martin Parcel in Cary.



                                       2
<PAGE>




                                   [MAP]






The Martin Parcel contains approximately 25.1 acres of unimproved land, which is
divided into two tracts by the Cary Parkway. The tract lying to the west of the
Cary Parkway contains 15.76 acres of land, while the tract lying to the east of
the Cary Parkway contains 9.34 acres of land. The Martin Parcel is located
immediately to the north of the interchange.

Upon the sale of the Martin Parcel, the General Partner is entitled to a
broker-listing fee under some circumstances. See Item 11 "Executive
Compensation." In addition to the broker-listing fee, in the event the parcel is
sold by a broker unaffiliated with the General Partner, the Registrant may pay
the unaffiliated broker a 2.5% broker-referral fee.

Item 3.  Legal Proceedings.

No material legal proceedings are pending against the Registrant or its
properties.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote by the limited partners of the Registrant
during the fourth quarter of 1999.


                                     PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters.

        (a) The Registrant has no common stock. There is no established public
trading market for the Units.

        (b) The Registrant had 985 Limited Partners holding 5,900 Units as of
March 29, 2000. The number of Limited Partners was determined by the
Partnership's records maintained by the General Partner. An affiliate of the
General Partner owns 25 of these 5,900 units.


                                       3
<PAGE>

        (c) Until the Limited Partners have received distributions of cash from
the Registrant of an aggregate amount equal to 100% of the Capital Contributions
of the Limited Partners, plus an additional return equivalent to 10% per annum
simple interest on their "Unreturned Capital Contributions", the Limited
Partners will receive at least 99% of all distributions of cash, which will be
distributed and allocated among them in the ratio which the number of Units
owned by each of them bears to the total number of Units outstanding.
Thereafter, the Registrant's distributions will be allocated 90% to the Limited
Partners and 10% to the General Partner. "Unreturned Capital Contribution" means
the Capital Contribution of a Limited Partner less any distributions of cash
made by the Registrant to such Limited Partner.

Item 6.  Selected Financial Data.

<TABLE>
<CAPTION>
                                    1999         1998          1997          1996            1995
                                    ----         ----          ----          ----            ----
<S>                                 <C>     <C>           <C>           <C>                   <C>
Summary of  Operations:
     Gain on Sale of Land           $-0-    $   291,596   $   541,269   $ 1,382,081           $-0-

     Other Income                 17,471        163,090        87,420        12,174         39,158

     Expenses                     57,129         76,565        57,557        58,040         41,455

     Net Income (Loss)           (39,658)       378,121       571,132     1,336,215         (2,297)

     Net Income (Loss)
     per limited
     partnership unit:
         From gain on sale
         of land                     -0-          48.93         90.82        231.91            -0-
         From other
         operations                (6.58)         14.52          5.01         (7.78)          (.39)
                             -----------    -----------   -----------   -----------    -----------
         Total per unit            (6.58)         63.45         95.83        224.13           (.39)

     Distribution per unit           -0-         220.00           -0-        331.53            -0-

Selected Balances:
     Cash and Short-Term
     Investments                 347,989        413,165     1,002,868       205,524         33,338

     Land held for
     Investment                3,594,592      3,594,592     3,850,572     4,001,280      4,822,183

     Total Assets              3,946,165      4,009,786     4,858,132     4,206,804      4,855,624

     Long term obligations           -0-            -0-           -0-           -0-            -0-

     General Partner's
     equity                          -0-            865         5,711           -0-            -0-

     Limited Partners'
     equity                    3,787,930      3,826,723     4,750,383     4,184,962      4,818,568


</TABLE>



                                       4
<PAGE>

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


The Registrant's operations resulted in a net loss of $39,658 during 1999,
compared to net income of $378,121 during 1998 and a net income of $571,132 in
1997. The primary differences between 1999 in comparison to 1998 and 1997 were:

         1999 vs. 1998

         o    There were no land sales in 1999 compared to a gain of $291,596 in
              1998 from the sale of the remaining 3.4 acres of the Registrant's
              Wellington Parcel.

         o    Interest of $66,167 and a late closing penalty of $77,605 in 1998
              were received by the Registrant due to the deferral of the closing
              of the remaining 3.4 acres of the Wellington Parcel. There was no
              such interest received in 1999.

         o    Expenses in 1999 decreased approximately $18,000 for outside
              service relating to site plans and landscape architect services
              for the Martin Parcel.

         1999 vs. 1997

         o    There were no land sales in 1999 compared to a gain of $541,269 in
              1997 from the sale of approximately 2.0 acres of the Registrant's
              Wellington Parcel.

         o    Interest of $50,608 and a non-refundable extension fee of $20,629
              were received in 1997. There was no such interest received in
              1999.

         o    In 1999 expenses for property taxes were approximately $6,000
              lower than 1997 due to the sales of property.


The Registrant, Churchill & Banks, Ltd. ("Churchill & Banks") (predecessor to
Wellington Center Associates, LLC ("WCA"), and ADA Corporation of North Carolina
("ADA"), which is affiliated with the General Partner, executed an agreement
(the "Agreement") for Churchill & Banks to purchase certain tracts of real
property owned by the Registrant (the Wellington Parcel) and ADA. The Agreement
was amended on various dates in 1995 and 1996, and in September 1997. In
addition to other matters, the amendments to the Agreement provided for 10.96
acres (the "Main Site"), of which 10.91 acres were owned by the Registrant, to
close in September 1996 and closing on the remaining 6.21 acres, consisting of
four outparcels (the "Outparcels"), of which 5.40 acres is owned by the
Registrant, to occur by March 10, 1997, with an additional 6 month extension
possible on the Outparcels. The September 1997 amendment extended closing on the
Remaining Outparcels to January 30, 1998. The purchase price for the land was
$5.25 per net square foot, which yielded a sales price to the Registrant and ADA
of $3,927,750.


                                       5
<PAGE>

On March 3, 1998, and April 9, 1998 the Registrant sold .61 acres, and 2.79
acres, respectively, of the Wellington Parcel to WCA under the terms of the
amended Agreement for gross sales prices of $227,655, and $365,603,
respectively, or an aggregate of $593,258. The Registrant's net sale proceeds
with respect to these sales were as follows:



                                     March 3, 1998   April 9, 1998
                                         Sale            Sale

Gross sales price                      $ 227,655      $ 365,603
Commissions and broker
    reallowance fee                      (17,074)       (27,427)
Deed stamps                                 (455)          (732)
                                       ---------      ---------
                  Net sales proceeds   $ 210,126      $ 337,451
                                       =========      =========

Additionally, the Registrant received interest of $25,930, and $40,237, and
later closing penalty of $22,765 and $54,840 respectively, from WCA at the
closings under the terms of the Agreement. Upon completion of the April 9, 1998
sale, no portions of the Wellington Parcel remained for sale by the Registrant.


The Registrant's Partnership Agreement calls for the General Partner to be
allocated, at a minimum, 1% of any gain from the sale of property. To the extent
the General Partner is allocated gain, it also receives a distribution.
Accordingly, the General Partner's share of the 1998 gain is (net sales proceeds
of less the Registrant's basis in the property sold, $255,980, equals a gain of
$291,596; 1% of which is $2,916).


The Registrant's proceeds from the 1998 sales have been invested in a money
market account.

As of March 29, 2000, the Registrant has $347,990 in cash and short-term
investments, which is sufficient to meet its needs during the next year. The
Registrant expects to retain these.

The Registrant maintains its excess funds in money market account at Triangle
Bank. The General Partner believes the account is an appropriate investment of
the Registrant's funds. Until the Martin Parcel is sold, placed into development
and/or refinanced, the Registrant anticipates deficits from operations and
administrative expenses.

RIDER A:

Year 2000

The Registrant did not experience any material disruptions in its operations as
a result of the so-called "Year 2000 Problem." The Registrant did not incur any
material expenses in connection with its actions to assess the Year 2000 Problem
and the Year 2000 Problem did not materially affect the Registrant's financial
condition. The Year 2000 Problem did not materially affect the Martin Parcel.

In addition, the Registrant is not aware that its bank or the Registrant's
General Partner experienced any material disruptions in their operations or
activities. The Registrant does not expect to encounter any Year 2000 problems
in the foreseeable future, although it continues to monitor the situation. It is
possible, however, that if Year 2000 problems are incurred by the Registrant's
bank and/or General Partner, such problems could have a negative impact on


                                       6
<PAGE>

future operations and financial performance of the Registrant, although the
Registrant has not been able to specifically identify any such problems among
such providers. Furthermore, the Year 2000 Problem may impact other entities
with which the Registrant may transact business and the Registrant cannot
predict the effect of the Year 2000 Problem on such entities or the resulting
effect on the Registrant.

CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS THAT COULD CAUSE THE
REGISTRANT'S ACTUAL RESULTS TO DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING
STATEMENTS.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document, and any document
incorporated by reference herein, are advised that this document and documents
incorporated by reference into this document contain both statements of
historical facts and forward looking statements. Forward-looking statements are
subject to certain risks and uncertainties, which could cause actual results to
differ materially from those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earnings or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of the Registrant or its management,
including the introduction of new products, or estimates or predictions of
actions by customers, suppliers, competitors or regulatory authorities, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about the Registrant or its business.

This document and any documents incorporated by reference herein also identify
important factors which could cause actual results to differ materially from
those indicated by the forward looking statements. These risks and uncertainties
include uncertainties about whether real estate sales under contract will close,
the ability of the Registrant to sell its other real estate assets, the price of
real estate sales, environmental and similar liabilities, future operating
expenses and the adequacy of capital resources to meet future operating
expenses, which are described herein and/or in documents incorporated by
reference herein.

The cautionary statements made pursuant to the Private Securities Litigation
Reform Act of 1995 above and elsewhere by the Registrant should not be construed
as exhaustive or as any admission regarding the adequacy of disclosures made by
the Registrant prior to the effective date of such Act. Forward looking
statements are beyond the ability of the Registrant to control and in many cases
the Registrant cannot predict what factors would cause actual results to differ
materially from those indicated by the forward looking statements.

RIDER B:

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8.   Financial Statements and Supplementary Data.

Registrant's financial statements are included elsewhere herein. See "List of
Financial Statements."



                                       7
<PAGE>

Item 9.           Changes in and Disagreements with Accountant on Accounting and
                  Financial Disclosure.

None.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

The Registrant has no directors or executive officers. The Registrant is
managed, and its investment decisions are made, by the general partners of the
General Partner. The General Partner is Walsmith Associates Two, a North
Carolina general partnership. Except as expressly provided in the Partnership
Agreement, the General Partner has the power to do any and all things necessary
or incident to the conduct of the Registrant's business. The general partners of
the General Partner are:


                                       8
<PAGE>


<TABLE>
<CAPTION>
                                                             Business Experience During
                                                               Past Five Years, Family
                                                           Relationships and Directorships
NAME                        AGE                                  in Public Companies
----                        ---
<S>                         <C>                         <C>
Donald F. Walston           57         President  since 1982,  and founder of Howard  Perry & Walston  Realty,
                                       Inc.,  a  residential  real  estate  brokerage  company  located in the
                                       Research Triangle area of North Carolina.


Alton L. Smith, III         50         Mr.  Smith is an officer and  director of  Trademark  Properties,  Inc.
                                       Mr. Smith is the brother of C. Stephen Smith

C. Stephen Smith            49         Mr. Smith is an independent  commercial  real estate broker.  Mr. Smith
                                       is the brother of Alton L. Smith, III
</TABLE>


To the knowledge of the Registrant, no person is the beneficial owner of more
than 590 units, 10% of the outstanding Units.


Item 11. Executive Compensation.

The Agreement of Limited Partnership of the Registrant (the "Partnership
Agreement") governs the amount of compensation payable to Walsmith Associates,
Two, the General Partner of the Registrant.

Each year any portion of the properties of the Registrant remain undeveloped,
the Registrant pays the General Partner an annual $3,000 management fee. This
fee was paid to the General Partner by the Registrant during 1999.


If any portion of the Registrant's properties is developed by the Registrant,
the Registrant will pay the General Partner a 3% development fee based upon the
cost of improvements, net of land. No amounts were paid to the General Partner
as a development fee during the year ended December 31, 1999.


The Registrant may also pay personnel engaged by or on its behalf to coordinate
or supervise development, construction and operational activities, including
partners and employees of its General Partner. During the year ended December
31, 1999, the Registrant paid affiliates of the General Partner $2,343 for
record keeping, securities law filings and other administrative services. During
1999, the Registrant hired an outside accounting firm for record keeping,
securities law filings and other administrative duties.

The Partnership Agreement calls for the General Partner to be allocated a
minimum of 1% of the gain from the sale of property. The General Partner
receives cash to the extent it is allocated income. The General Partner has been
allocated no net income for 1999. (See Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations.")

Upon the sale of the Martin Parcel the General Partner will be paid a broker
listing fee of up to


                                       9
<PAGE>

five (5%) percent of the sales price if the sale is to a party unaffiliated with
the General Partner. If the property is sold by a broker unaffiliated with the
General Partner, the Registrant may also pay the unaffiliated broker a two and
one-half (2 1/2%) percent broker-reallowance fee. The Registrant paid no broker
listing fees during the year ended December 31, 1999.

No other amounts were paid for services during the year ended December 31, 1999
to the General Partner or any of its partners or employees.

If the Registrant operates developed projects, the General Partner will receive
standard leasing commissions and standard property management fees. No amounts
were paid during the year ended December 31, 1999.

The General Partner receives cash to the extent it is allocated income. Pursuant
to the Partnership Agreement, the General Partner is allocated 1% of each
material item of Partnership income, gain, loss, deduction, or credit. Otherwise
all distributions are to the limited partners until such time as these
distributions equal their original capital contributions plus an additional
return of 10% per annum simple interest on their outstanding capital
contribution (original contributions as reduced by any prior distributions).
Thereafter, Partnership distributions will be allocated 10% to the General
Partner and 90% to the limited partners.

Information about comparative five-year return on investment in the Registrant
compared to market indexes has not been included herein because there is no
public market in Units of the Registrant. The limited partnership agreement of
the Registrant places substantial restrictions on transfer of Units of the
Registrant. Accordingly, the Registrant believes comparisons to indexes of
publicly traded securities would not be meaningful disclosure for investors.


Item 12. Security Ownership of Certain Beneficial Owners and Management.

          (a) As of March 29, 2000, no person was known by the Registrant to
beneficially own more than 5% of the Units. The table set forth below indicates
the ownership of units by certain general partners of the General Partner as of
March 29, 2000:

<TABLE>
<CAPTION>
                                                         Amount and
     Title               Name & Address                    Nature        Percent of Class
     -----               --------------                    ------        ----------------

<S>                  <C>                                <C>               <C>
    Limited          Alton L. Smith III                 25 units (1)            *
Partnership Unit     4000 Blue Ridge Road, Suite 100
                     Raleigh, NC  27612

</TABLE>

* Indicates less than 1%.

(1) Held in trust for Mr. Smith's children. Mr. Smith serves as trustee of the
    trust.

          (b) As a limited partnership, the Registrant has no officers and
directors, although Alton L. Smith, III, a general partner of the General
Partner, serves the Registrant in the role of its principal financial "officer".
The General Partner has contributed $1,000 to the Registrant's capital account;
however, this contribution is not treated as the equivalent of a Unit of limited
partnership interest. The General Partner's contribution constitutes less than
1% of the total capital contributed to the Registrant. Messrs. Walston, Smith
and Smith are general partners of the General Partner. Alton L. Smith III
beneficially owns 25 units through a trust, for which



                                       10
<PAGE>

he serves as trustee. Neither Mr. Walston nor Mr. C. Stephen Smith beneficially
owns any units of the Registrant.


Item 13. Certain Relationships and Related Transactions.

See Item 11 "Executive Compensation."


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a)  The following documents are filed as part of this report:

              (1) List of Financial Statements: See "List of Financial
                  Statements."

              (2) List of Financial Statement Schedules: All schedules are
                  omitted as they are not applicable or the required information
                  is shown in the financial statements or the notes thereto.

              (3) Exhibit Index. All exhibits are incorporated by reference.

         (b) No Current Report on Form 8-K was filed during the quarter ended
December 31, 1999.

         (c) The following exhibits have been filed by the Registrant with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
(File Number 0-15571) and are incorporated herein by reference:



                                       11
<PAGE>

    Exhibit No. 3.1       Amended  Agreement  of  Limited  Partnership  of the
                          Registrant  (incorporated  by  reference  to Exhibit
                          4.1 to the Registrant's  Annual Report filed on Form
                          10-K for the year ended December 31, 1986).

    Exhibit No. 10.1      Purchase  Agreement between  Registrant and Walsmith
                          Associates     regarding     the    Martin    Parcel
                          (incorporated  by  reference  to Exhibit 10.1 to the
                          Registrant's  Annual  Report  filed on Form 10-K for
                          the year ended December 31, 1986).

    Exhibit No. 10.2      Offer  to  Purchase  and  Contract  for the Sale and
                          Purchase  of Real  Estate,  dated as of January  24,
                          1986,  between  Wellington  Park  Associates and the
                          Registrant  (incorporated by reference to Exhibit 6A
                          to the  Registrant's  Quarterly Report filed on Form
                          10-Q for the period ended June 30, 1989).

    Exhibit No. 10.3      Agreement  between the North Carolina  Department of
                          Transportation      and     Walsmith      Associates
                          (incorporated  by  reference  to Exhibit 10.3 to the
                          Registrant's  Annual  Report  on Form  10-K  for the
                          year ended December 31, 1986).

    Exhibit No. 10.4      Assignment  and  Assumption  Agreement  between  the
                          Registrant and Walsmith Associates  (incorporated by
                          reference  to  Exhibit  10.4  to  the   Registrant's
                          Annual  Report  on  Form  10-K  for the  year  ended
                          December 31, 1986).

    Exhibit No. 10.5      Amendment  to Offer to Purchase and Contract for the
                          Sale  and  Purchase  of  Real  Estate,  dated  as of
                          February   1,   1990,    between   Wellington   Park
                          Associates  and  the  Registrant   (incorporated  by
                          reference  to  Exhibit  10.6  to  the   Registrant's
                          Annual  Report  filed on Form  10-K  for the  period
                          ended December 31, 1989).

    Exhibit No. 10.6      Agreement for the Purchase and Sale of Real Estate,
                          dated as of April 20, 1995, between Churchill & Banks,
                          Ltd., ADA Corporation of North Carolina, and the


                                       12
<PAGE>

                          Registrant (incorporated by reference to Exhibit C to
                          the Registrant's Current Report filed on Form 8-K,
                          dated April 20, 1995).

    Exhibit No. 10.7      First  Amendment to the  Agreement  for the Purchase
                          and  Sale of Real  Estate,  dated  as of  August  9,
                          1995,   between   Churchill  &  Banks,   Ltd.,   ADA
                          Corporation  of North  Carolina,  and the Registrant
                          (incorporated  by  reference  to  Exhibit  C to  the
                          Registrant's  Current  Report  filed  on  Form  8-K,
                          dated August 9, 1995).

    Exhibit No. 10.8      Second  Amendment to the  Agreement for the Purchase
                          and  Sale of Real  Estate,  dated  as of  April  19,
                          1996,   between   Churchill  &  Banks,   Ltd.,   ADA
                          Corporation  of North  Carolina,  and the Registrant
                          (incorporated  by  reference  to Exhibit 28.5 to the
                          Registrant's  Quarterly  Report  filed on Form  10-Q
                          for the period ended March 31, 1996).

    Exhibit No. 10.9      Third  Amendment to the  Agreement  for the Purchase
                          and Sale of Real Estate,  dated as of September  10,
                          1996,   between   Churchill  &  Banks,   Ltd.,   ADA
                          Corporation  of North  Carolina,  and the Registrant
                          (incorporated  by  reference  to Exhibit 10.1 to the
                          Registrant's  Current  Report  filed  on  Form  8-K,
                          dated September 25, 1996).

    Exhibit No. 10.10     Fourth  Amendment to the  Agreement for the Purchase
                          and Sale of Real Estate,  dated as of September  __,
                          1996,   between   Churchill  &  Banks,   Ltd.,   ADA
                          Corporation  of North  Carolina,  and the Registrant
                          (incorporated  by  reference  to Exhibit 10.2 to the
                          Registrant's  Current  Report  filed  on  Form  8-K,
                          dated September 25, 1996).

    Exhibit No. 10.11     Fifth  Amendment to the  Agreement  for the Purchase
                          and Sale of Real Estate,  dated as of September  27,
                          1996,  between  Wellington Center  Associates,  LLC,
                          ADA   Corporation   of  North   Carolina,   and  the
                          Registrant  (incorporated  by  reference  to Exhibit
                          10.3 to the  Registrant's  Current  Report  filed on
                          Form 8-K, dated September 25, 1996).




                                       13
<PAGE>

    Exhibit No. 10.12     Sixth  Amendment to the  Agreement  for the Purchase
                          and Sale of Real Estate,  dated as of September  12,
                          1997,  between  Wellington Center  Associates,  LLC,
                          ADA   Corporation   of  North   Carolina,   and  the
                          Registrant  (incorporated  by  reference  to Exhibit
                          10.12 to the Registrant's  Quarterly Report filed on
                          Form 10-Q for the period ended September 30, 1997).

    Exhibit No. 27        Financial Data Schedule


         (d) All financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial statements
attached hereto or notes thereto.


                                       14
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on March 29, 2000.

                                               CAROLINA INVESTMENT PARTNERS

                                               By:  WALSMITH ASSOCIATES TWO,
                                                    General Partner





                                               By:  /s/ Alton L. Smith, III
                                               ---------------------------
                                               Alton L. Smith, III
                                               General Partner and
                                               Principal Financial Officer



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

<TABLE>
<CAPTION>

Signature                                    Capacity                   Date
---------                                    --------                   ----

<S>                             <C>                                  <C>
/s/Donald F. Walston           General Partner of Walsmith            March 29, 2000
-----------------------------  Associates Two, general partner of
                               the Registrant



/s/Alton, L. Smith, III
-----------------------------  General Partner of Walsmith            March 29, 2000
                               Associates Two, general partner of
                               the Registrant

</TABLE>

Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.

No annual report or proxy statement has been or will be sent to the Limited
Partners of the Registrant.




                                       15
<PAGE>

                           ANNUAL REPORT ON FORM 10-K

                             ITEMS 8 AND 14 (a) (1)

                              FINANCIAL STATEMENTS

                          LIST OF FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1999

                CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP

                             RALEIGH, NORTH CAROLINA



                                       16
<PAGE>


Form 10-K--Items, 8, 14 (a) (1) and (2) and (d)

CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP

December 31, 1999


LIST OF FINANCIAL STATEMENTS

The following financial statements of Carolina Investment Partners, Limited
Partnership are included in Item 8:

Independent Auditors Report                                            F-1

Balance Sheets--December 31, 1999 and 1998                             F-2

Statements of Operations--Years Ended
 December 31, 1999, 1998 and 1997                                      F-3

Statements of Changes in Partners' Equity--Years Ended
 December 31, 1999, 1998, and 1997                                     F-4

Statements of Cash Flows--Years Ended December 31, 1999,
 1998, and 1997                                                        F-5

Notes to Financial Statements                                          F-6


Schedules to the financial statements for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
inapplicable or the required information is included in the financial statements
or the notes thereto.




                                       17
<PAGE>



(LOGO)   LYNCH & HOWARD, P.A.                            MEMBER
         CERTIFIED PUBLIC ACCOUNTANTS           AICPA SEC Practice Section
         Raleigh, North Carolina        AICPA Private Companies Practice Section
--------------------------------------------------------------------------------

                          INDEPENDENT AUDITOR'S REPORT




         To the Partners
         Carolina Investment Partners Limited Partnership
         Raleigh, North Carolina


         We have audited the accompanying balance sheets of Carolina Investment
         Partners Limited Partnership as of December 31, 1999 and December 31,
         1998, and the related statements of operations, changes in partners'
         equity and cash flows for each of the three years in the period ended
         December 31, 1999. These financial statements are the responsibility of
         the Partnership's management. Our responsibility is to express an
         opinion on these financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
         standards. Those standards require that we plan and perform the audit
         to obtain reasonable assurance about whether the financial statements
         are free of material misstatement. An audit includes examining, on a
         test basis, evidence supporting the amounts and disclosures in the
         financial statements. An audit also includes assessing the accounting
         principles used and significant estimates made by management, as well
         as evaluating the overall financial statement presentation. We believe
         that our audits provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
         fairly, in all material respects, the financial position of Carolina
         Investment Partners Limited Partnership as of December 31, 1999 and
         December 31, 1998, and the results of its operations and its cash flows
         for each of the three years in the period ended December 31, 1999 in
         conformity with generally accepted accounting principles.


          /s/ Lynch & Howard, P.A.

         February 2, 2000

                                                                             F-1

<PAGE>

                                                               EXHIBIT A

                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                     ASSETS

                                                                                           December 31
                                                                            ------------------------------------------
                                                                                 1999                      1998
                                                                            ----------------          ----------------
<S>                                                                               <C>                      <C>
         ASSETS:
               Cash                                                       $          74,024         $         110,033
               Short-term investments                                               273,965                   303,132
               Land held for investment  (Note 4)                                 3,594,592                 3,594,592
               Accounts receivable - related party                                    3,584                     2,029
                                                                            ----------------          ----------------


                                                                          $       3,946,165         $       4,009,786
                                                                            ================          ================


                        LIABILITIES AND PARTNERS' EQUITY

         LIABILITIES:
               Accounts payable - trade                                   $          12,510         $          14,637
               Accounts payable - related party                                       3,000                     1,639
               Distributions not claimed by limited partners                        142,725                   165,922
                                                                            ----------------          ----------------

                           Total Liabilities                              $         158,235         $         182,198
                                                                            ----------------          ----------------


         PARTNERS' EQUITY:
               General Partner's equity                                   $               0         $             865
               Limited partners' equity; 5,900 units
                 authorized, issued and outstanding                               3,787,930                 3,826,723
                                                                            ----------------          ----------------

                           Total Partners' Equity                         $       3,787,930         $       3,827,588
                                                                            ----------------          ----------------


                                                                          $       3,946,165         $       4,009,786
                                                                            ================          ================


</TABLE>



The Notes to Financial Statements are an integral part of this statement.



                                                                             F-2
<PAGE>



                                                                      EXHIBIT B

                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                         Year Ended December 31
                                                                      ------------------------------------------------------------
                                                                           1999                   1998                   1997
                                                                      --------------         --------------         --------------
       REVENUES:
<S>                                                                 <C>                    <C>                    <C>
            Gain on sale of land - net of related party             $             0        $       291,596        $       541,269
               commissions paid of $0, $26,778 and $33,737
               in 1999, 1998, and 1997, respectively  (Note 5)
            Interest and other income                                        17,471                163,090                 87,420
                                                                      --------------         --------------         --------------

                 Total Revenues                                     $        17,471        $       454,686        $       628,689
                                                                      --------------         --------------         --------------

       OPERATING EXPENSES:
            General and administrative expenses                     $        51,314        $        64,110        $        43,310
            Related party expenses                                            5,815                 12,455                 14,247
                                                                      --------------         --------------         --------------

                 Total Operating Expenses                           $        57,129        $        76,565        $        57,557
                                                                      --------------         --------------         --------------

       NET INCOME (LOSS)                                            $       (39,658)       $       378,121        $       571,132
                                                                      ==============         ==============         ==============

       ALLOCATION OF NET INCOME (LOSS) (NOTE 2):
            To General Partner:
               From gain on sale of land                            $             0        $         2,916        $         5,413
               From operations                                                 (865)                   865                    298
                                                                      --------------         --------------         --------------

                 Total to General Partner                           $          (865)       $         3,781        $         5,711
                                                                      --------------         --------------         --------------

            To Limited partners:
               From gain on sale of land                            $             0        $       288,680        $       535,856
               From operations                                              (38,793)                85,660                 29,565
                                                                      --------------         --------------         --------------

                 Total to Limited Partners                          $       (38,793)       $       374,340        $       565,421
                                                                      --------------         --------------         --------------

                                                                    $       (39,658)       $       378,121        $       571,132
                                                                      ==============         ==============         ==============


       NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT:
            (Based on 5,900 weighted average limited
            partnership units outstanding during each year)
               From gain on sale of land                            $          0.00        $         48.93        $         90.82
               From other operations                                          (6.58)                 14.52                   5.01
                                                                      --------------         --------------         --------------

                                                                    $         (6.58)       $         63.45        $         95.83
                                                                      ==============         ==============         ==============

</TABLE>



       The Notes to Financial Statements are an integral part of this statement.




                                                                             F-3
<PAGE>


                                                                      EXHIBIT C

                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                    STATEMENTS OF CHANGES IN PARTNERS' EQUITY


<TABLE>
<CAPTION>


                                                    Limited             General               Limited
                                                  Partnership          Partner's             Partners'
                                                     Units               Equity               Equity                  Total
                                                 --------------       -------------       ----------------       ----------------
<S>                                                      <C>        <C>                 <C>                    <C>
      BALANCE AT JANUARY 1, 1997                         5,900      $            -      $       4,184,962      $       4,184,962

      NET INCOME FOR 1997                                    -               5,711                565,421                571,132
                                                 --------------       -------------       ----------------       ----------------

      BALANCE AT DECEMBER 31, 1997                       5,900      $        5,711      $       4,750,383      $       4,756,094

      NET INCOME FOR 1998                                    -               3,781                374,340                378,121

      DISTRIBUTIONS FOR 1998
            General Partner                                  -              (8,627)                     -                 (8,627)
            Limited partners ($220.00 per unit)              -                   -             (1,298,000)            (1,298,000)
                                                 --------------       -------------       ----------------       ----------------

      BALANCE AT DECEMBER 31, 1998                       5,900      $          865      $       3,826,723      $       3,827,588

      NET INCOME (LOSS) FOR 1999                             -                (865)               (38,793)               (39,658)
                                                 --------------       -------------       ----------------       ----------------

      BALANCE AT DECEMBER 31, 1999                       5,900      $            0      $       3,787,930      $       3,787,930
                                                 ==============       =============       ================       ================


</TABLE>
The Notes to Financial Statements are an integral part of this statement.


                                                                             F-4
<PAGE>

                                                                       EXHIBIT D

                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                                                         Year Ended December 31
                                                                       -----------------------------------------------------------

                                                                            1999                  1998                  1997
                                                                       ---------------       ---------------        --------------
<S>                                                                         <C>                     <C>                   <C>
         OPERATING ACTIVITIES:
             Net income (loss)                                       $        (39,658)     $        378,121       $       571,132
             Adjustments to reconcile net income (loss) to
               net cash used in operating activities:
                  Changes in operating assets and liabilities:
                      Land held for investment                                      0               255,980               150,708
                      Accounts receivable - related party                      (1,555)                2,663                (4,692)
                      Accounts payable - trade                                 (2,127)              (15,118)               15,857
                      Accounts payable - related party                          1,361                   302                (6,607)
                      Distributions not claimed by limited partners           (23,197)               94,976                70,946
                                                                       ---------------       ---------------        --------------

                      Net Cash Provided By (Used In)
                        Operating Activities                         $        (65,176)     $        716,924       $       797,344
                                                                       ---------------       ---------------        --------------


         FINANCING ACTIVITIES:
             Repayment of note payable - related party               $              0      $              0       $             0
             Distribution to General Partner                                        0                (8,627)                    0
             Distribution to limited partners                                       0            (1,298,000)                    0
                                                                       ---------------       ---------------        --------------

                      Net Cash Provided By (Used In)
                        Financing Activities                         $              0      $     (1,306,627)      $             0
                                                                       ---------------       ---------------        --------------

         NET INCREASE (DECREASE) IN CASH                             $        (65,176)     $       (589,703)      $       797,344

         CASH AND CASH EQUIVALENTS -
           BEGINNING OF YEAR                                                  413,165             1,002,868               205,524
                                                                       ---------------       ---------------        --------------

         CASH AND CASH EQUIVALENTS -
           END OF YEAR                                               $        347,989      $        413,165       $     1,002,868
                                                                       ===============       ===============        ==============

</TABLE>


The Notes to Financial Statements are an integral part of this statement.


                                                                             F-5
<PAGE>




                                                                      EXHIBIT D
                                                                         PAGE 2
                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                                                    Year Ended December 31
                                                                  -----------------------------------------------------------

                                                                       1999                  1998                  1997
                                                                  ---------------       ---------------        --------------

  SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
<S>                                                                     <C>                  <C>                   <C>
      Cash and cash equivalents:
           Cash                                               $           74,024   $           110,033    $            7,553
           Short-term investments                                        273,965               303,132               995,315
                                                                  ---------------       ---------------        --------------

                                                              $          347,989   $           413,165    $        1,002,868
                                                                  ===============       ===============        ==============

</TABLE>

The Notes to Financial Statements are an integral part of this statement.


                                                                           F-5.1

<PAGE>

                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

(1)      ORGANIZATION AND NATURE OF OPERATIONS

         Carolina Investment Partners Limited Partnership (the "Partnership")
         was organized in 1985 to invest in real property which it will sell or
         lease undeveloped or develop into office or commercial projects.
         Walsmith Associates Two, a North Carolina General Partnership, is the
         general partner ("General Partner"). The Partnership has invested in
         two parcels of real estate located in Cary, North Carolina.


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         STATEMENT OF CASH FLOWS
         For the purposes of reporting cash flows, the Partnership considers
         cash equivalents to be cash on hand, cash in banks, and all highly
         liquid debt instruments with a maturity of less than three months.

         LAND HELD FOR INVESTMENT
         Land held for investment is stated at contract cost plus highway
         interchange construction costs and capitalized appraisal, survey, and
         closing costs and adjusted for impairments as required by Financial
         Accounting Standards Board Statement No. 121. Management compares the
         cost of land held to sales of similar property to determine the
         potential for impairment. There are no material differences between the
         book and federal tax cost basis of the property.

         INCOME TAXES
         No provision has been made for income taxes since income or loss is
         includable in the partners' returns as they report to tax authorities
         in their respective capacities as partners.

         MANAGEMENT'S USE OF ESTIMATES
         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions. These affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.
                                                                             F-6
<PAGE>
                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         CONCENTRATIONS OF CREDIT RISK
         The Partnership maintains cash deposits in banks in excess of the
         federally insured amounts.

         ALLOCATION OF NET INCOME OR NET LOSS
         Pursuant to the Partnership Agreement, the General Partner is allocated
         1% of each material item of Partnership income, gain, loss, deduction
         or credit. The limited partners receive 99% of each material item of
         Partnership income, gain, loss, deduction or credit until their
         original capital contributions plus interest have been distributed (see
         CASH DISTRIBUTION POLICY below). Thereafter, the net income is
         allocated 10% to the General Partner and 90% to the limited partners.

         Net loss is allocated 10% to the General Partner and 90% to the limited
         partners. The Partnership Agreement provides that no partner's capital
         account balance shall be less than zero. For purposes of the
         allocation, net income or net loss is the amount recognized by the
         Partnership for federal income tax purposes, excluding gains or losses
         from the disposition of land. For the years ended December 31, 1999,
         1998 and 1997 there were no material differences between net income
         (loss) as reported for financial statement and federal income tax
         purposes.

         CASH DISTRIBUTION POLICY
         The General Partner receives cash to the extent it is allocated income.
         Otherwise, all distributions are to the limited partners until such
         time as these distributions equal 100% of their original capital
         contributions plus an additional return of 10% per annum simple
         interest on their outstanding capital contribution (original
         contributions as reduced by any prior distributions). Thereafter,
         Partnership distributions will be allocated 10% to the General Partner
         and 90% to the limited partners.

         SHORT-TERM INVESTMENTS
         Short-term investments consisted of certificates of deposit and money
         market funds.

                                    Page 2
<PAGE>

                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

(3)      RELATED PARTY TRANSACTIONS

         The Partnership Agreement allows the General Partner to receive a
         broker listing fee of 5% of the sales price for all properties sold by
         the Partnership to unaffiliated buyers. An affiliate of the General
         Partner received a broker listing fee of $0, $11,947, and $14,994 in
         1999, 1998 and 1997, respectively, and the General Partner received a
         broker listing fee of $0, $14,831 and $18,743 in 1999, 1998 and 1997,
         respectively (SEE NOTE 5).

         The Partnership Agreement allows the Partnership to pay the General
         Partner a $3,000 annual management fee while the properties are in an
         undeveloped state. In addition, affiliates of the General Partner
         performed Partnership accounting, SEC reporting, administrative
         services and engineering consulting totaling $2,815, $9,455 and $11,247
         during 1999, 1998 and 1997, respectively. Amounts payable to related
         parties at December 31, 1999 and 1998 were $3,000 and $1,639,
         respectively.


(4)      LAND HELD FOR INVESTMENT AND RELATED COMMITMENTS

         MARTIN PARCEL
         In June 1986, the Partnership purchased for approximately $3,080,200 an
         undeveloped 26.7 acre parcel of land in Cary, North Carolina, known as
         the Martin Parcel, from an affiliate of the General Partner.

         WELLINGTON PARCEL
         In July 1986, the Partnership purchased for $1,223,175 an undeveloped
         16.3 acre parcel of land in Cary, North Carolina, known as the
         Wellington Parcel, from an affiliate of the General Partner. The
         purchase contract provides that the Partnership will share evenly with
         the affiliate in any profits resulting from the sale of the Wellington
         Parcel. The Partnership may, at its option, require the affiliate to
         repurchase the Wellington Parcel for $225,000 per acre (the "Put
         Option"). A 75% vote of the limited partners is required for this Put
         Option to be exercised.


                                    Page 3
<PAGE>
                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


(4)      LAND HELD FOR INVESTMENT AND RELATED COMMITMENTS - CONTINUED

         At a meeting of the limited partners held in March 1990, fewer than 75%
         of the partners voted to exercise the Put Option discussed above. A new
         agreement was entered into called the Put Option Agreement Amendment.
         Under the terms of the Put Option Agreement Amendment, the Partnership
         will retain a greater percentage of the property appreciation upon sale
         of the Wellington Parcel to an unaffiliated third party than would be
         retained if the Put Option were exercised. If the limited partners
         elect to exercise the Put Option at a later date, the Put Option
         Agreement Amendment will be void.

         The Partnership sold approximately 3.4 and 2.0 acres of the Wellington
         Parcel during 1998 and 1997, respectively (SEE NOTE 5). The Wellington
         Parcel was completely sold as of December 31, 1998.


(5)      GAIN ON SALE OF LAND

         YEAR 1999
         There was no land sale during 1999.

         YEAR 1998
         During 1998 the Partnership sold the remaining 3.4 acres of the
         Wellington Parcel to an unrelated party. The total sales price for the
         property, a portion of which was owned by an affiliate of the General
         Partner, was $597,352. This sales price was allocated among the
         Partnership and the affiliate based upon acreage sold by each, with
         $593,258 to the Partnership and $4,094 to the affiliate. The
         Partnership's proceeds were as follows:

                                        3/3/98        4/9/98        Total
                                       ---------    ---------    ---------
         Gross sales price             $ 227,655    $ 365,603    $ 593,258
         Commissions                     (11,383)     (18,280)     (29,663)
         Commissions - related party      (5,691)      (9,140)     (14,831)
         Deed stamps                        (455)        (732)      (1,187)
                                       ---------    ---------    ---------

         Net Sale Proceeds             $ 210,126    $ 337,451    $ 547,577
                                       =========    =========    =========

                                    Page 4
<PAGE>

                          CAROLINA INVESTMENT PARTNERS
                               LIMITED PARTNERSHIP
                             RALEIGH, NORTH CAROLINA
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

(5)      GAIN ON SALE OF LAND - CONTINUED

         YEAR 1998 - CONTINUED
         The Partnership agreement calls for the General Partner to be allocated
         a minimum of 1% of any gain from the sale of property. To the extent
         the General Partner is allocated gain, it also receives a distribution.
         Accordingly, the General Partner's share of the gain was $2,916 (net
         sale proceeds of $547,577 less the Registrant's basis in the property
         sold of $255,980 equals a gain of $291,596; 1% of this amount is
         $2,916).

         On April 30, 1998 the Registrant distributed a total of $1,306,627,
         with $1,298,000 going to the limited partners ($220.00 per unit) and
         $8,627 to the General Partner.

         YEAR 1997

         During 1997 the Partnership sold approximately 2.0 acres of the
         Wellington Parcel to an unrelated party. The total sales price for the
         property, a portion of which was owned by an affiliate of the General
         Partner, was $930,284. This sales price was allocated among the
         Partnership and the affiliate based upon acreage sold by each, with
         $749,705 going to the Partnership and $180,579 to the affiliate. The
         Partnership's proceeds were as follows:


<TABLE>
<CAPTION>

                                         5/5/97      8/26/97      11/17/97       Total
                                       ---------    ---------    ---------    ---------
<S>                                    <C>          <C>          <C>          <C>
         Gross sales price             $ 250,917    $ 243,359    $ 255,429    $ 749,705
         Commissions                      (7,528)      (7,301)      (7,662)     (22,491)
         Commissions - related party     (11,291)     (10,951)     (11,495)     (33,737)
         Deed stamps                        (502)        (487)        (511)      (1,500)
                                       ---------    ---------    ---------    ---------

         Net sale proceeds             $ 231,596    $ 224,620    $ 235,761    $ 691,977
                                       =========    =========    =========    =========

</TABLE>

         The Partnership agreement calls for the General Partner to be allocated
         a minimum of 1% of any gain from the sale of property. To the extent
         the General Partner is allocated gain, it also receives a distribution.
         Accordingly, the General Partner's share of the gain was $5,413 (net
         sale proceeds of $691,977 less the Registrant's basis in the property
         sold of $150,707 equals a gain of $541,269; 1% of this amount is
         $5,413).


                                    Page 5



<PAGE>

                                INDEX TO EXHIBITS

                   Exhibit No.                              Description

                3.1                         Amended Agreement of Limited
                                            Partnership of the Registrant
                                            (incorporated by reference to
                                            Exhibit 4.1 to the Registrant's
                                            Annual Report filed on Form 10-K for
                                            the year ended December 31, 1986).

                10.1                        Purchase Agreement between
                                            Registrant and Walsmith Associates
                                            regarding the Martin Parcel
                                            (incorporated by reference to
                                            Exhibit 10.1to the Registrant's
                                            Annual Report filed on Form 10-K for
                                            the year ended December 31, 1986).

                10.2                        Offer to Purchase and Contract for
                                            the Sale and Purchase of Real
                                            Estate, dated as of January 24,
                                            1986, between Wellington Park
                                            Associates and the Registrant
                                            (incorporated by reference to
                                            Exhibit 6A to the Registrant's
                                            Quarterly Report filed on Form 10-Q
                                            for the period ended June 30, 1989).

                10.3                        Agreement between the North Carolina
                                            Department of Transportation and
                                            Walsmith Associates (incorporated by
                                            reference to Exhibit 10.3 to the
                                            Registrant's Annual Report on Form
                                            10-K for the year ended December 31,
                                            1986).

                10.4                        Assignment and Assumption Agreement
                                            between the Registrant and Walsmith
                                            Associates (incorporated by
                                            reference to Exhibit 10.4 to the
                                            Registrant's Annual Report on Form
                                            10-K for the year ended December 31,
                                            1986).

                10.5                        Amendment to Offer to Purchase and
                                            Contract for the Sale and Purchase
                                            of Real Estate, dated as


                                       18
<PAGE>

                                            of February 1, 1990, between
                                            Wellington Park Associates and the
                                            Registrant (incorporated by
                                            reference to Exhibit 10.6 to the
                                            Registrant's Annual Report filed on
                                            Form 10-K for the period ended
                                            December 31, 1989).

                10.6                        Agreement for the Purchase and Sale
                                            of Real Estate, dated as of April
                                            20, 1995, between Churchill & Banks,
                                            Ltd., ADA Corporation of North
                                            Carolina, and the Registrant
                                            (incorporated by reference to
                                            Exhibit C to the Registrant's
                                            Current Report filed on Form 8-K,
                                            dated April 20, 1995).

                10.7                        First Amendment to the Agreement for
                                            the Purchase and Sale of Real
                                            Estate, dated as of August 9, 1995,
                                            between Churchill & Banks, Ltd., ADA
                                            Corporation of North Carolina, and
                                            the Registrant (incorporated by
                                            reference to Exhibit C to the
                                            Registrant's Current Report filed on
                                            Form 8-K, dated August 9, 1995).

                10.8                        Second Amendment to the Agreement
                                            for the Purchase and Sale of Real
                                            Estate, dated as of April 19, 1997,
                                            between Churchill & Banks, Ltd., ADA
                                            Corporation of North Carolina, and
                                            the Registrant (incorporated by
                                            reference to Exhibit 28.5 to the
                                            Registrant's Quarterly Report filed
                                            on Form 10-Q for the period ended
                                            March 31, 1997).

                10.9                        Third Amendment to the Agreement for
                                            the Purchase and Sale of Real
                                            Estate, dated as of September 10,
                                            1997, between Churchill & Banks,
                                            Ltd., ADA Corporation of North
                                            Carolina, and the Registrant
                                            (incorporated by reference to
                                            Exhibit 10.1 to the Registrant's
                                            Current Report filed on Form 8-K,
                                            dated September 25, 1997).

                10.10                       Fourth Amendment to the


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                                            Agreement for the Purchase and Sale
                                            of Real Estate, dated as of
                                            September __, 1997, between
                                            Churchill & Banks, Ltd., ADA
                                            Corporation of North Carolina, and
                                            the Registrant (incorporated by
                                            reference to Exhibit 10.2 to the
                                            Registrant's Current Report filed on
                                            Form 8-K, dated September 25, 1997).

                10.11                       Fifth Amendment to the Agreement for
                                            the Purchase and Sale of Real
                                            Estate, dated as of September 27,
                                            1997, between Wellington Center
                                            Associates, LLC, ADA Corporation of
                                            North Carolina, and the Registrant
                                            (incorporated by reference to
                                            Exhibit 10.3 to the Registrant's
                                            Current Report filed on Form 8-K,
                                            dated September 25, 1997).

                10.12                       Sixth Amendment to the Agreement for
                                            the Purchase and Sale of Real
                                            Estate, dated as of September 12,
                                            1997, between Wellington Center
                                            Associates, LLC, ADA Corporation of
                                            North Carolina, and the Registrant
                                            (incorporated by reference to
                                            Exhibit 10.12 to the Registrant's
                                            Quarterly Report filed on Form 10-Q
                                            for the period ended September 30,
                                            1997).


                27                          Financial Data Schedule




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