UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K
(Mark One)
[ 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, 1995
                          -----------------
                                      OR

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

Commission file number 0-15646
                       -------

                              BALCOR GROWTH FUND
                A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
               --------------------------------------------------          
(Exact name of registrant as specified in its charter)

           Illinois                                      36-3378299
-------------------------------                      ------------------- 
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

2355 Waukegan Road
Bannockburn, Illinois                                       60015
----------------------------------------             -------------------     
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code (847) 267-1600
                                                   --------------
Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----
Securities registered pursuant to Section 12(g) of the Act:

                         Limited Partnership Interests
                         -----------------------------
                               (Title of class)

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 is not contained herein, and will not be contained, to the
best of 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 ]
<PAGE>
                                    PART I

Item 1. Business
----------------

Balcor Growth Fund A Real Estate Investment for Capital Appreciation (the
"Registrant") is a limited partnership formed in August 1985 under the laws of
the State of Illinois. The Registrant raised $7,084,000 from sales of Limited
Partnership Interests. The Registrant's operations consist exclusively of
investment in and operation of income-producing real property, and all
financial information included in this report relates to this industry segment.

The Registrant utilized the net offering proceeds to acquire joint venture
interests in the two real property investments described under Item 2.
Properties. See Note 4 of Notes to Financial Statements for additional
information regarding these joint ventures. The Partnership Agreement generally
provides that the proceeds of any sale or refinancing of the Registrant's
properties will not be reinvested in new acquisitions.

The properties owned by the Registrant's joint ventures are subject to certain
competitive conditions in the markets in which they are located. See Item 7.
Liquidity and Capital Resources for additional information.

Overall, the investment real estate market saw gradual improvement over the
last year. This improvement has taken place in an environment of generally low
interest rates and little or no new supply, parameters which may not exist in
the next few years. Demand for real estate space, while projected to improve in
line with the overall economy, is also vulnerable to external forces. The major
challenges facing the real estate industry today include increased
international competition, corporate restructurings, new computer and
communications technologies, an aging  population and potential revisions of
the tax code. In addition, the increased flow of capital to real estate through
new vehicles such as commercial mortgage-backed securities and REITs could spur
new construction at unsupportable levels, as well as impact existing property
values.

Operationally, existing apartment properties continued to register occupancy
percentages in the 90s, with average rents rising at an annual rate of between
3 and 4 percent. Apartments are still considered one of the top real estate
asset classes in terms of performance. However, some markets are experiencing
new construction of rental units which, if unrestrained, could impact the
performance of existing properties. Most of the new construction is aimed at
the two segments of the rental market which are growing the fastest: low-income
households and upper-income households who prefer to rent rather than own. Of
all the major asset classes, apartments typically display the least volatility
in terms of property values.

The General Partner believes that the market for multifamily housing properties
has become increasingly favorable to sellers of these properties. As a result,
the General Partner is exploring an acceleration of its strategy to sell the
Registrant's properties. 

During 1995, the joint venture which owns Redwood Shores Apartments completed
the re-marketing of the bonds secured by the property. See Item 7. Liquidity
and Capital Resources for additional information.
<PAGE>
Activity for the purchase of limited partnership interests ("tender offer") has
increased in real estate limited partnerships generally. Many of these tender
offers have been made by investors seeking to make a profit from the purchase
of the interests.  In the event a tender offer is made for interests in the
Registrant, the General Partner will issue a response to limited partners
expressing the General Partner's opinion regarding the offer. Certain
administrative costs will be incurred to respond to a tender offer. The General
Partner cannot predict with any certainty what impact a tender offer will have
on the operations or management of the Registrant.

The Registrant, by virtue of its ownership of real estate, is subject to
federal and state laws and regulations covering various environmental issues.
Management of the Registrant utilizes the services of environmental consultants
to assess a wide range of environmental issues and to conduct tests for
environmental contamination as appropriate. The General Partner is not aware of
any potential liability due to environmental issues or conditions that would be
material to the Registrant.

The officers and employees of Balcor Partners-XX, the General Partner of the
Registrant, and its affiliates perform services for the Registrant. The
Registrant currently has no employees engaged in its operations.

Item 2. Properties
------------------

As of December 31, 1995, the Registrant owns joint venture interests in the two
properties described below:

Location                     Description of Property
--------                     -----------------------

Cobb County, Georgia       * Post Lake Apartments: a 484-unit apartment
                             complex located on approximately 60 acres.

Redwood City, California  ** Redwood Shores Apartments: a 304-unit apartment
                             complex located on approximately 15 acres.

 * Owned by the Registrant through a joint venture with affiliates.
** Owned by the Registrant through a joint venture with the seller and an
affiliate.

See Note 4 of Notes to Financial Statements for additional information.

Each of the above properties is held subject to various mortgages and other
forms of financing.

In the opinion of the General Partner, the Registrant has provided for adequate
insurance coverage for the properties in which it has joint venture interests.

See Notes to Financial Statements for other information regarding real property
investments.

Item 3. Legal Proceedings
-------------------------

The Registrant is not subject to any material pending legal proceedings, nor
were any such proceedings terminated during the fourth quarter of 1995.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

No matters were submitted to a vote of the Limited Partners of the Registrant
during 1995.


                                    PART II

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

There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop; therefore, the
market value of the Limited Partnership Interests cannot reasonably be
determined. As anticipated, the Registrant has not made distributions to date
to investors. For additional information, see Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations.

As of December 31, 1995, the number of record holders of Limited Partnership
Interests of the Registrant was 690.

Item 6. Selected Financial Data
-------------------------------

                                      Year ended December 31,                 
                    ----------------------------------------------------------
                       1995        1994        1993        1992        1991   
                    ----------- ----------  ----------  ----------  ----------
Net loss             $(224,813) $(479,754)   $(436,167)  $(481,508)  $(770,618)
Net loss per
  Limited Part-
  nership Interest      (31.42)    (67.05)      (60.95)     (67.29)    (107.70)

Total assets         1,171,976   1,009,834   1,453,169   1,919,258   2,459,673


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

Operations
----------

Summary of Operations
---------------------

The operations of Balcor Growth Fund A Real Estate Investment for Capital
Appreciation (the "Partnership") are primarily comprised of the Partnership's
participation in the operations of the Post Lake and Redwood Shores apartment
complexes. Improved property operations at Post Lake and decreased interest
expense at Redwood Shores resulted in a decrease in the net loss during 1995 as
compared to 1994, while higher administrative expenses during 1994 resulted in
<PAGE>
an increase in the net loss during 1994 as compared to 1993. Further discussion
of the Partnership's operations is summarized below.

1995 Compared to 1994
---------------------

Post Lake Apartments generated net income during 1995 as compared to a net loss
during 1994 primarily as a result of higher rental income due to higher rental
rates and occupancy. This higher rental income resulted in an increase in
property management fees for 1995 as compared to 1994. The net improvement in
operations resulted in affiliate's participation in income from joint venture
during 1995 as compared to a participation in loss during 1994.

The net loss from Redwood Shores Apartments decreased during 1995 as compared
to 1994 as a result of higher rental income due to increased rental rates and
occupancy and lower interest expense on the mortgage note payable as a result
of the re-marketing of the bonds secured by the property. The decrease in the
net loss was partially offset by a decrease in interest income due to lower
interest rates earned on investments and an increase in administrative expense
due to costs incurred in connection with the re-marketing of the bonds.  

The seller's 30% participation in the operations of Redwood Shores is limited
to the extent the seller contributes capital to the joint venture. Generally
accepted accounting principles require that the seller's participation in any
losses exceeding such contributions be suspended to subsequent years when
sufficient contributions are made. The seller's share of the joint venture's
losses exceeded the capital contributed in both 1993 and 1994. However, due to
higher capital contributions in 1995 related to the bond re-marketing, a
portion of the seller's losses suspended from previous years was recognized in
1995.

As a result of higher outstanding balances and interest rates during 1995,
interest expense on the Partnership's short-term loan with an affiliate
increased during 1995 as compared to 1994.

Primarily as a result of lower data processing costs, administrative expenses
decreased during 1995 as compared to the same period in 1994. 

1994 Compared to 1993
---------------------

The net loss from Post Lake Apartments decreased during 1994 as compared to
1993 primarily due to higher rental rates in 1994. This decrease in net loss
was partially offset by increased maintenance and repairs expenses due to the
exterior painting of the buildings during 1994.

The net loss from Redwood Shores Apartments increased slightly during 1994 as
compared to 1993 primarily due to an increase in administrative expenses, which
was the result of increased legal fees. 

As a result of higher interest rates and outstanding affiliate loan balances in
1994, interest expense on the Partnership's short-term loan with an affiliate
increased during 1994 as compared to 1993.

Primarily as a result of increased accounting and data processing fees,
administrative expenses increased during 1994 as compared to 1993. 
<PAGE>
Liquidity and Capital Resources
-------------------------------
The cash position of the Partnership increased as of December 31, 1995 as
compared to December 31, 1994. The Partnership's operating activities consisted
of the payment of Partnership administrative expenses; investing activities
consisted of the Partnership's share of the distributions from the Atlanta
Lakes Joint Venture and contributions to Redwood Partners; and financing
activities consisted of distributions to the affiliated partner on the Atlanta
Lakes Joint Venture and borrowings from the General Partner.

The Partnership classifies the cash flow performance of the properties as
either positive, a marginal deficit or a significant deficit, each after
consideration of debt service payments. A deficit is considered to be
significant if it exceeds $250,000 annually or 20% of the property's rental and
service income. The Partnership defines cash flow generated from the properties
as an amount equal to the property's revenue receipts less property related
expenditures, which include debt service payments. During 1995 and 1994, Post
Lake Apartments generated positive cash flow.  During 1995, Redwood Shores
Apartments generated positive cash flow, while in 1994, the property generated
a marginal cash flow deficit. The improvement in cash flow at Redwood Shores
was due to higher rental income resulting from increased rental rates and
occupancy and lower interest on the mortgage note payable as a result of the
re-marketing of the bonds. During 1995 and 1994, the mortgage financing on the
Redwood Shores Apartments required principal payments of $387,500 and $352,500,
respectively. The joint venture partners of Redwood Shores (Redwood Partners
and the seller) were required to fund their share of any cash flow deficit the
property generated.

While the cash flow of the properties in which the Partnership holds joint
venture interests has improved, the General Partner continues to pursue a
number of actions aimed at improving the cash flow of these properties
including improving property operating performance, and seeking rent increases
where market conditions allow.  

Redwood Shores Apartments is located in the Redwood Shores Planned Unit
Development of Redwood City, California, along the western shores of San
Francisco Bay approximately halfway between San Francisco and San Jose.  This
is an upscale community and surrounding area. There are approximately 400
competing apartment units within the Redwood Shores sub-market plus various
townhomes and condominiums, some of which also rent. The market rent of this
higher-end product ranges between $1,200 and $1,500 per month for one and two
bedroom units, respectively.  However, Redwood Shores Apartments, with smaller
square footage within its units and fewer amenities, competes more directly
with approximately 2,000 units of comparably priced product within the nearby
communities of San Mateo and Foster City. Current occupancy at Redwood Shores
is 98%. Occupancy in the surrounding market for comparable apartment complexes
is comparable.

Post Lake Apartments is located in the northwest metropolitan area of Atlanta
in the submarket of Cobb County. Cobb County has a diverse apartment market,
catering to a wide range of apartment dwellers. Post Lake Apartments competes
with the higher-end product of this submarket and has comparable rental rates.
Current occupancy at Post Lake Apartments is 95% while occupancy in the
surrounding market for comparable apartment complexes is 94%. The overall
Atlanta market population continues to grow and thus, new rental units are
under construction in this submarket. Atlanta is the most active metropolitan
area in the country relative to multi-family housing permits. Approximately
<PAGE>
20,000 new units will be added to inventory in the two year period which began
in January 1995. While the Atlanta market is still considered strong, an
oversupply situation could occur. This would have a negative impact on rental
and occupancy rates. 

Each of the properties is owned through the use of third-party mortgage loan
financing and, therefore, the Partnership is subject to the financial
obligations required by such loans. In October 1995, the Redwood Shores joint
venture completed the re-marketing of the $25,630,000 bonds collateralized by
the Redwood Shores Apartments. The principal and bond reserve were unchanged
and the interest rate was reduced from 8.75% to 5.20%. The principal will
initially be amortized by $200,000 semi-annually. The semi-annual amortization
will subsequently increase by $10,000 or $15,000 for each six-month period
thereafter through the next tender/re-marketing date, October 2000. The
maturity date of the bonds is September 2008. The joint venture paid
refinancing fees of $320,000 and Redwood Partners paid legal fees of $39,213 in
connection with the re-marketing. The Post Lake Apartments mortgage note
payable matures in May 1997.

As of December 31, 1995, $1,118,145 was owed to the General Partner. The
additional borrowings in 1995 were primarily used to fund the Partnership's
share of the costs of the re-marketing of the Redwood Shores bonds. The General
Partner may continue to provide additional short-term loans to the Partnership
for working capital or liquidity purposes, although there is no assurance that
such loans will be available. Should such short-term loans not be available,
the General Partner will seek alternative third party sources of financing
working capital. Should additional borrowings be needed and not be available
either through the General Partner or third parties, the Partnership may be
required to dispose of one or both of its joint venture interests to satisfy
these obligations. It is not expected that the Partnership will generate
substantial Net Cash Receipts, and any cash flow that is generated is expected
to be used to finance the Partnership's share of improvements that are intended
to enhance the value of the properties and to repay General Partner advances. 

The General Partner believes that the market for multifamily housing properties
has become increasingly favorable to sellers of these properties. As a result,
the General Partner is exploring an acceleration of its strategy to sell the
Partnership's properties.

In 1995, the Financial Accounting Standards Board issued Statement No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" which establishes accounting standards for impairment of
long-lived assets and long-lived assets to be disposed of. This statement has
been adopted by the Partnership's joint ventures as of January 1, 1995, and did
not have a material impact on the financial position or results of operations
of the Partnership's joint ventures.

Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
Item 8. Financial Statements and Supplementary Data
---------------------------------------------------

See Index to Financial Statements in this Form 10-K.

The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.

The net effect of the differences between the financial statements and the tax
returns is summarized as follows:

                         December 31, 1995         December 31, 1994    
                      -----------------------  -------------------------
                      Financial        Tax       Financial        Tax
                      Statements     Returns    Statements      Returns 
                      ----------    ---------   ----------     ---------

Total assets          $1,171,976  $(1,533,354)   $1,009,834  $(1,431,185)
Partners' capital
  accounts (deficit):
    General Partner      (65,055)    (803,831)      (62,807)    (711,681)
    Limited Partners    (419,078)  (1,978,446)     (196,513)  (1,603,327)
Net loss:
    General Partner       (2,248)     (92,150)       (4,798)    (157,218)
    Limited Partners    (222,565)    (375,119)     (474,956)    (521,433)
    Per Limited
      Partnership
      Interest             (31.42)     (52.95)        (67.05)      (73.61)



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

There have been no changes in or disagreements with accountants on any matter
of accounting principles, practices or financial statement disclosure.
<PAGE>
                                   PART III

Item 10. Directors and Executive Officers of the Registrant
-----------------------------------------------------------

(a) Neither the Registrant nor Balcor Partners-XX, its general partner, has a
Board of Directors.

(b, c & e) The names, ages and business experience of the executive officers
and significant employees of the General Partner of the Registrant are as
follows:


      TITLE                                 OFFICERS
      -----                                 --------
Chairman, President and Chief           Thomas E. Meador
   Executive Officer
Senior Vice President                   Alexander J. Darragh
Senior Vice President                   Josette V. Goldberg
Senior Vice President                   Alan G. Lieberman
Senior Vice President, Chief            Brian D. Parker
   Financial Officer, Treasurer
   and Assistant Secretary                           
Senior Vice President                   John K. Powell, Jr.


Thomas E. Meador (July 1947) joined Balcor in July 1979. He is Chairman,
President and Chief Executive Officer and has responsibility for all ongoing
day-to-day activities at Balcor. He is a Director of The Balcor Company. He is
also Senior Vice President of American Express Company and is responsible for
its real estate operations worldwide. Prior to joining Balcor, Mr. Meador was
employed at the Harris Trust and Savings Bank in the commercial real estate
division where he was involved in various lending activities. Mr. Meador
received his M.B.A. degree from the Indiana University Graduate School of
Business.

Alexander J. Darragh (February 1955) joined Balcor in September 1988 and is
responsible for due diligence analysis and real estate advisory services for
Balcor and American Express Company. He also has supervisory responsibility for
Balcor's environmental matters.  Mr. Darragh received masters' degrees in Urban
Geography from Queen's University and in Urban Planning from Northwestern
University.

Josette V. Goldberg (April 1957) joined Balcor in January 1985 and has primary
responsibility for all human resources matters. In addition, she has
supervisory responsibility for Balcor's MIS functions. Ms. Goldberg has been
designated as a Senior Human Resources Professional (SHRP).

Alan G. Lieberman (June 1959) joined Balcor in May 1983 and is responsible for
Balcor's property sales and capital markets functions. Mr. Lieberman is a
Certified Public Accountant.

Brian D. Parker (June 1951) joined Balcor in March 1986 and, as Chief Financial
Officer and Chief Accounting Officer, is responsible for Balcor's financial,
legal and treasury functions. He is a Director of The Balcor Company.  Mr.
Parker is a Certified Public Accountant and holds an M.S. degree in Accountancy
from DePaul University.
<PAGE>
John K. Powell Jr. (June 1950) joined Balcor in September 1985 and is
responsible for portfolio and asset management matters relating to Balcor's
partnerships. Mr. Powell also has supervisory responsibility for Balcor's risk
management and investor services functions.  He received a Master of Planning
degree from the University of Virginia.  Mr. Powell has been designated a
Certified Real Estate Financier by the National Society for Real Estate Finance
and is a full member of the Urban Land Institute.

(d) There is no family relationship between any of the foregoing officers.

(f) None of the foregoing officers or employees are currently involved in any
material legal proceedings nor were any such proceedings terminated during the
fourth quarter of 1995.

Item 11. Executive Compensation
-------------------------------

The Registrant has not paid and does not propose to pay any remuneration to the
executive officers and directors of Balcor Partners-XX, the General Partner.
Certain of these officers receive compensation from The Balcor Company (but not
from the Registrant) for services performed for various affiliated entities,
which may include services performed for the Registrant. However, the General
Partner believes that any such compensation attributable to services performed
for the Registrant is immaterial to the Registrant. See Note 7 of Notes to
Financial Statements for the information relating to transactions with
affiliates.

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

(a) No person owns of record or is known by the Registrant to own beneficially
more than 5% of the outstanding Limited Partnership Interests of the
Registrant.

(b) Neither Balcor Partners-XX nor its officers and partners own as a group or
individually any Limited Partnership Interests of the Registrant.

Relatives and affiliates of the officers and partners of the General Partner do
not own any Interests.

(c) The Registrant is not aware of any arrangements, the operation of which may
result in a change of control of the Registrant.

Item 13. Certain Relationships and Related Transactions
-------------------------------------------------------

(a & b) See Note 3 of Notes to Financial Statements for information relating to
the Partnership Agreement and the allocation of distributions and profits and
losses.

See Note 7 of Notes to Financial Statements for information relating to
transactions with affiliates.

(c) No management person is indebted to the Registrant.

(d) The Registrant has no outstanding agreements with any promoters.
<PAGE>
                                    PART IV

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

(a)
(1 & 2) See the Indexes to the Financial Statements and Financial Statement
Schedules in this Form 10-K.

(3) Exhibits:

(3) The Amended and Restated Agreement and Certificate of Limited Partnership
of Balcor Growth Fund A Real Estate Investment for Capital Appreciation,
previously filed as Exhibit 3 to Amendment No. 3 dated October 1, 1986 to the
Registrant's Registration Statement on Form S-11 (Registration No. 33-4963), is
incorporated herein by reference.

(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 3
dated October 1, 1986 to the Registrant's Registration Statement on Form S-11
(Registration No. 33-4963) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-15646) are incorporated
herein by reference.

(27) Financial Data Schedule of the Registrant for 1995 is attached hereto.

(b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter
ended December 31, 1995.

(c) Exhibits: See Item 14(a)(3) above.

(d) Financial Statement Schedules: See the Indexes to the Financial Statements
and Financial Statement Schedules in this Form 10-K.
<PAGE>
SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of l934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                         BALCOR GROWTH FUND
                         A REAL ESTATE INVESTMENT FOR CAPITAL
                         APPRECIATION

                         By: /s/Brian D. Parker 
                             ---------------------------------
                             Brian D. Parker
                             Senior Vice President, and Chief
                             Financial Officer (Principal
                             Accounting and Financial
                             Officer) of Balcor Partners-XX, the
                             General Partner

Date: March 25, 1996              
      --------------

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.

       Signature                     Title                       Date    
---------------------   -------------------------------      ------------

                         President and Chief Executive
                         Officer (Principal Executive
                         Officer) of Balcor Partners-XX,
 /s/Thomas E. Meador     the General Partner               March 25, 1996
----------------------                                     --------------
   Thomas E. Meador
                         Senior Vice President and Chief
                         Financial Officer (Principal
                         Accounting and Financial
                         Officer) of Balcor Partners-XX,
 /s/Brian D. Parker      the General Partner               March 25, 1996
----------------------                                     --------------
   Brian D. Parker
<PAGE>
                              BALCOR GROWTH FUND
               A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
                        INDEX TO FINANCIAL STATEMENTS 



Report of Independent Accountants

Financial Statements:

Balance Sheets, December 31, 1995 and 1994

Statements of Partners' (Deficit) Capital, for the years ended December 31,
1995, 1994 and 1993

Statements of Income and Expenses, for the years ended December 31, 1995, 1994
and 1993

Statements of Cash Flows, for the years ended December 31, 1995, 1994 and 1993

Notes to Financial Statements

Financial Statement Schedules are omitted for the reason that they are
inapplicable or equivalent information has been included elsewhere herein.
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Balcor Growth Fund
A Real Estate Investment for Capital Appreciation:

We have audited the financial statements of Balcor Growth Fund A Real Estate
Investment for Capital Appreciation (An Illinois Limited Partnership) as listed
in the index of this Form 10-K. 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 Balcor Growth Fund A Real
Estate Investment for Capital Appreciation at December 31, 1995 and 1994, and
the results of its operations and its cash flows for each of the three years in
the period ended December 31, 1995, in conformity with generally accepted
accounting principles.








                                   COOPERS & LYBRAND L.L.P.


Chicago, Illinois
March 20, 1996
<PAGE>
                              BALCOR GROWTH FUND
               A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                                BALANCE SHEETS
                          December 31, 1995 and 1994
                                               

                                    ASSETS

                                                  1995            1994
                                               -----------     -----------
Cash and cash equivalents                    $    139,880    $     37,514
Accounts receivable                                39,213
Investment in joint ventures with affiliates      992,883         972,320
                                               -----------     -----------
                                             $  1,171,976    $  1,009,834
                                               ===========     ===========

                       LIABILITIES AND PARTNERS' DEFICIT

Loan payable - affiliate                     $  1,118,145    $    731,645
Accounts payable                                    4,480          14,556
Due to affiliates                                 185,138         139,292
                                               -----------     -----------
    Total liabilities                           1,307,763         885,493
                                               -----------     -----------

Affiliate's participation in joint venture        348,346         383,661
                                               -----------     -----------
Limited Partners' deficit (7,084 
  Interests issued and outstanding)              (419,078)       (196,513)
General Partner's deficit                         (65,055)        (62,807)
                                               -----------     -----------
    Total Partners' deficit                      (484,133)       (259,320)
                                               -----------     -----------
                                             $  1,171,976    $  1,009,834
                                               ===========     ===========
                                                
The accompanying notes are an integral part of the financial statements.
<PAGE>
                              BALCOR GROWTH FUND
               A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                       STATEMENTS OF PARTNERS' (DEFICIT)
             for the years ended December 31, 1995, 1994 and 1993





                                    Partners' Capital (Deficit) Accounts
                                  ----------------------------------------
                                                  General       Limited
                                     Total        Partner       Partners
                                  ------------  ------------  ------------
                                 
Balance at December 31, 1992    $     656,601 $     (53,647)$     710,248

Net loss for the year
  ended December 31, 1993            (436,167)       (4,362)     (431,805)
                                  ------------  ------------  ------------
Balance at December 31, 1993          220,434       (58,009)      278,443

Net loss for the year
  ended December 31, 1994            (479,754)       (4,798)     (474,956)
                                  ------------  ------------  ------------
Balance at December 31, 1994         (259,320)      (62,807)     (196,513)

Net loss for the year
  ended December 31, 1995            (224,813)       (2,248)     (222,565)
                                  ------------  ------------  ------------
Balance at December 31, 1995    $    (484,133)$     (65,055)$    (419,078)
                                  ============  ============  ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                              BALCOR GROWTH FUND
               A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                       STATEMENTS OF INCOME AND EXPENSES
             for the years ended December 31, 1995, 1994 and 1993


                                       1995          1994          1993
                                  ------------  ------------  ------------
Expenses:
  Interest on short-term loan
    from an affiliate           $      65,502 $      40,003 $      27,912
  Administrative                      138,987       155,844       110,285
  Participation in losses of
    joint ventures with affiliates     10,437       299,782       319,766
                                  ------------  ------------  ------------
    Total expenses                    214,926       495,629       457,963
                                  ------------  ------------  ------------
Loss before affiliate's
  participation in (income) loss 
  from joint venture                 (214,926)     (495,629)     (457,963)

Affiliate's participation in 
  (income) loss from joint venture     (9,887)       15,875        21,796
                                  ------------  ------------  ------------
Net loss                        $    (224,813)$    (479,754)$    (436,167)
                                  ============  ============  ============
Net loss allocated to General
  Partner                       $      (2,248)$      (4,798)$      (4,362)
                                  ============  ============  ============
Net loss allocated to Limited
  Partners                      $    (222,565)$    (474,956)$    (431,805)
                                  ============  ============  ============
Net loss per Limited
  Partnership Interest (7,084
  issued and outstanding)       $      (31.42)$      (67.05)$      (60.95)
                                  ============  ============  ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                              BALCOR GROWTH FUND
               A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
                       (AN ILLINOIS LIMITED PARTNERSHIP)

                           STATEMENTS OF CASH FLOWS
             for the years ended December 31, 1995, 1994 and 1993

                                       1995          1994          1993
                                  ------------  ------------  ------------
Operating activities:
  Net loss                      $    (224,813)$    (479,754)$    (436,167)
  Adjustments to reconcile net
    loss to net cash used in
    operating activities:
      Affiliate's participation
        in income (loss) from 
        joint venture                   9,887       (15,875)      (21,796)
      Participation in losses of
        joint ventures with  
        affiliates                     10,437       299,782       319,766
      Net change in:
        Accounts receivable           (39,213)
        Accounts payable              (10,076)                      2,013
        Due to affiliates              45,846        61,496        28,605
                                  ------------  ------------  ------------
  Net cash used in operating
    activities                       (207,932)     (134,351)     (107,579)
                                  ------------  ------------  ------------
Investing activities:            
  Capital contributions to
    joint venture with an 
    affiliate                        (206,000)      (37,000)      (35,000)
  Distributions from joint
    ventures with affiliates          175,000       175,000       150,000
                                  ------------  ------------  ------------
  Net cash (used in) or provided
    by investing activities           (31,000)      138,000       115,000
                                  ------------  ------------  ------------
Financing activities:              
  Proceeds from loan payable -
    affiliate                         386,500        36,000
  Distributions to joint venture
    partner - affiliate               (45,202)      (45,202)      (38,744)
                                  ------------  ------------  ------------
  Net cash provided by or (used
    in) financing activities          341,298        (9,202)      (38,744)
                                  ------------  ------------  ------------
Net change in cash and cash
  equivalents                         102,366        (5,553)      (31,323)
Cash and cash equivalents at
  beginning of year                    37,514        43,067        74,390
                                  ------------  ------------  ------------
Cash and cash equivalents at
  end of year                   $     139,880 $      37,514 $      43,067
                                  ============  ============  ============

   The accompanying notes are an integral part of the financial statements.
<PAGE>
                              BALCOR GROWTH FUND
               A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
                       (An Illinois Limited Partnership)
                         NOTES TO FINANCIAL STATEMENTS

1. Balcor Growth Fund A Real Estate Investment For Capital Appreciation is
engaged principally in the investment in joint ventures owning residential real
estate located in Atlanta, Georgia and San Francisco/San Jose, California.

2. Accounting Policies:

(a) The preparation of the financial statements in conformity with generally
accepted accounting principles requires the General Partner to make estimates
and assumptions that 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 vary from those estimates.

(b) Investment in joint ventures with affiliates represents the recording of
the Partnership's interests, under the equity method of accounting, in two
joint ventures with affiliated entities. Under the equity method of accounting,
the Partnership records its initial interests at cost and adjusts its
investment accounts for additional capital contributions, distributions and its
share of joint venture income or loss. Supplemental financial information for
the respective joint ventures is provided in the attached joint venture
financial statements.

(c) The Financial Accounting Standard Board's Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value. Statement No. 107 does not apply to all balance sheet items and
excludes certain financial instruments and all non-financial instruments such
as real estate and investment in joint ventures from its disclosure
requirements.

(d) Cash and cash equivalents include all unrestricted, highly liquid
investments with an original maturity of three months or less.

(e) The Partnership is not liable for Federal income taxes and each partner
recognizes his proportionate share of the Partnership income and loss in his
tax return; therefore, no provision for income taxes is made in the financial
statements of the Partnership.

3. Partnership Agreement:

The Partnership was organized in August 1985. The Partnership Agreement
provides for Balcor Partners-XX to be the General Partner and for the admission
of Limited Partners through the sale of up to 100,000 Limited Partnership
Interests at $1,000 per Interest, 7,084 of which were sold through October 2,
1987, the termination date of the offering.

The Partnership Agreement provides that profits and losses are allocated 99% to
the Limited Partners and 1% to the General Partner. One hundred percent of Net
Cash Receipts available for distribution shall be distributed to the holders of
Interests in proportion to their participating percentages as of the record
date for such distributions. There shall, however, be accrued for the benefit
of the General Partner as its distributive share from operations, an amount
<PAGE>
equivalent to approximately 1% of the total Net Cash Receipts being
distributed, which will be paid only as a part of the General Partner's share
of distributed Net Cash Proceeds. This accrued distributive share along with
the General Partner's share of Net Cash Proceeds is subordinated to the receipt
by Limited Partners of certain levels of returns as defined in the Partnership
Agreement.

4. Investment in Joint Ventures with Affiliates:

(a) The Partnership, through Atlanta Lakes Investors (a partnership which
initially was wholly-owned by the Partnership), acquired a 50% joint venture
interest in Atlanta Lakes Joint Venture which owns Post Lake Apartments. The
remaining 50% joint venture interest is owned by Atlanta Lakes, Inc., an entity
managed by an affiliate of the General Partner. The Partnership did not raise
sufficient capital to enable it to retain its original ownership percentage of
Atlanta Lakes Investors without incurring additional mortgage financing. The
Partnership transferred 25.83% of its interest in Atlanta Lakes Investors to
another affiliate of the General Partner for 25.83% of the amount of the
Partnership's cash payments made in connection with the acquisition of the
property. During 1995, 1994 and 1993, Atlanta Lakes Investors received
$175,000, $175,000 and $150,000, respectively, representing its portion of
distributions from the joint venture.

(b) The Partnership, through its ownership of Redwood Associates, owns a 50%
joint venture interest in Redwood Partners (the "Joint Venture"), a joint
venture between Redwood Associates and Sequoia Shores, Inc. (an entity managed
by an affiliate of the General Partner). The Joint Venture acquired a 70%
general partnership interest in an existing limited partnership which owns
Redwood Shores Apartments. During 1995, 1994, and 1993 Redwood Associates
contributed $206,000, $37,000 and $35,000, respectively, to the Joint Venture.

5. Affiliate's Participation in Joint Venture:

Atlanta Lakes Investors is a joint venture between the Partnership and an
affiliated partnership. Profits and losses are allocated 74.17% to the
Partnership and 25.83% to the affiliate. All assets, liabilities, income and
expenses of the joint venture (which owns a 50% equity investment in Atlanta
Lakes Joint Venture) are included in the financial statements of the
Partnership with the appropriate adjustment of profit or loss for the
affiliate's participation in the joint venture. Distributions of $45,202,
$45,202, and $38,744 were made to the joint venture partner during 1995, 1994
and 1993, respectively, as its share of distributions received from Atlanta
Lakes Joint Venture.

6. Tax Accounting:

The Partnership keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder, and existing interpretations
thereof. The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, will differ from the
tax returns due to the different treatment of various items as specified in the
Internal Revenue Code. The net effect of these accounting differences is that
the net loss for 1995 in the financial statements is $242,456 less than the tax
loss of the Partnership for the same period.

7. Transactions with Affiliates:
<PAGE>
Expenses paid and payable by the Partnership to affiliates are:

                            Year Ended       Year Ended       Year Ended
                             12/31/95         12/31/94         12/31/93   
                          --------------   --------------   --------------
                           Paid  Payable    Paid  Payable    Paid  Payable
                          ------ -------   ------ -------   ------ -------
Reimbursement of expenses
  to the General Partner,
  at cost:
    Accounting            $29,145  $1,702  $36,741 $14,602  $27,597  $2,300
    Data processing         8,899     479   17,018   3,322    5,158     368
    Investor communica-
      tions                 2,822    None   11,974   2,708    9,434     786
    Legal                   4,796     548    2,512     528      487      41
    Portfolio management   25,912   3,018    4,322   4,261    7,674     639
    Other                   2,503     343    3,408     325    1,770     119

As of December 31, 1995, $1,118,145 is owed to the General Partner, $386,500 of
which was borrowed during 1995. The Partnership incurred interest expense of
$65,502, $40,003, and $27,912 in 1995, 1994 and 1993, respectively. The
Partnership paid no interest expense during these years. As of December 31,
1995, interest expense of $179,048 is payable. Interest expense was computed at
the American Express Company cost of funds rate plus a spread to cover
administrative costs. As of December 31, 1995 this rate was 6.31%.

The General Partner may continue to make arrangements with an affiliate to
provide additional short-term loans to the Partnership to fund future working
capital needs or operating deficits, although there is no assurance that such
loans will be available.  Should such short-term loans from affiliates not be
available, the General Partner will seek alternative third party sources of
financing working capital. Should additional borrowings be needed and not be
available either through the General Partner or third parties, the Partnership
may be required to dispose of one or both of its joint venture interests to
satisfy these obligations.

8.  Fair Values of Financial Instruments:

The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1995 are as follows:

The carrying value of cash and cash equivalents, accounts receivable, and
accounts payable approximates fair value.
<PAGE>
                          ATLANTA LAKES JOINT VENTURE
        INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE



Report of Independent Accountants

Financial Statements:

Balance Sheets, December 31, 1995 and 1994

Statements of Income and Expenses and Partners' Capital, for the years ended
December 31, 1995, 1994 and 1993

Statements of Cash Flows, for the years ended December 31, 1995, 1994 and 1993

Notes to Financial Statements

Financial Statement Schedule:

III - Real Estate and Accumulated Depreciation as of December 31, 1995

Financial Statement Schedules, other than that listed, are omitted for the
reason that they are inapplicable or equivalent information has been included
elsewhere herein.
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Atlanta Lakes Joint Venture

We have audited the financial statements and the financial statement schedule
of Atlanta Lakes Joint Venture (An Illinois General Partnership) as listed in
the index of this Form 10-K. These financial statements and the financial
statement schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and the
financial statement schedule 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 Atlanta Lakes Joint Venture at
December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.






                                  

                                   COOPERS & LYBRAND L.L.P.


Chicago, Illinois
March 20, 1996
<PAGE>
                          ATLANTA LAKES JOINT VENTURE
                       (An Illinois General Partnership)

                                BALANCE SHEETS
                          December 31, 1995 and 1994

                                    ASSETS

                                                  1995            1994
                                               -----------     -----------
Cash and cash equivalents                    $    229,555    $     47,918
Escrow deposits                                    80,257          92,357
Accounts receivable                               218,300         207,180
Deferred expenses, net of accumulated
  amortization of $190,493 in 1995 and
  $168,513 in 1994                                 29,306          51,286
                                               -----------     -----------
                                                  557,418         398,741
                                               -----------     -----------
Investment in real estate:
  Land                                          3,794,165       3,794,165
  Buildings and improvements                   21,297,917      21,297,917
                                               -----------     -----------
                                               25,092,082      25,092,082
  Less accumulated depreciation                 7,623,429       6,970,136
                                               -----------     -----------
Investment in real estate, net of
  accumulated depreciation                     17,468,653      18,121,946
                                               -----------     -----------
                                             $ 18,026,071    $ 18,520,687
                                               ===========     ===========

                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                             $        902    $      3,112
Security deposits                                 109,891         108,009
Mortgage note payable                          15,195,030      15,415,878
                                               -----------     -----------
    Total liabilities                          15,305,823      15,526,999

Partners' capital                               2,720,248       2,993,688
                                               -----------     -----------
                                             $ 18,026,071    $ 18,520,687
                                               ===========     ===========

The accompanying notes are an integral part of the financial statements.
<PAGE>
                          ATLANTA LAKES JOINT VENTURE
                       (An Illinois General Partnership)

            STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
             for the years ended December 31, 1995, 1994 and 1993

                                       1995          1994          1993
                                  ------------  ------------  ------------
Income:
  Rental and service            $   4,077,724 $   3,812,914 $   3,634,210
  Interest on short-term
    investments                        11,003         6,393         7,037
                                  ------------  ------------  ------------
    Total income                    4,088,727     3,819,307     3,641,247
                                  ------------  ------------  ------------
Expenses:
  Interest on mortgage
    note payable                    1,416,761     1,436,202     1,453,932
  Depreciation                        653,293       653,293       650,296
  Amortization of deferred
    expenses                           21,980        21,980        21,980
  Property operating                1,474,839     1,431,346     1,288,293
  Real estate taxes                   246,286       227,583       232,857
  Property management fees            188,804       160,401       154,262
  Administrative                       10,204        11,423         8,395
                                  ------------  ------------  ------------
    Total expenses                  4,012,167     3,942,228     3,810,015
                                  ------------  ------------  ------------
Net income (loss)                      76,560      (122,921)     (168,768)

Partners' capital at beginning
  of year                           2,993,688     3,466,609     3,935,377

Distributions to joint venture
  partners                           (350,000)     (350,000)     (300,000)
                                  ------------  ------------  ------------
Partners' capital at end of 
  year                          $   2,720,248 $   2,993,688 $   3,466,609
                                  ============  ============  ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                          ATLANTA LAKES JOINT VENTURE
                       (An Illinois General Partnership)

                           STATEMENTS OF CASH FLOWS
             for the years ended December 31, 1995, 1994 and 1993

                                       1995          1994          1993
                                  ------------  ------------  ------------
Operating activities:
  Net income (loss)             $      76,560 $    (122,921)$    (168,768)
  Adjustments to reconcile net
    income (loss) to net cash
    provided by operating 
    activities:
      Depreciation of property        653,293       653,293       650,296
      Amortization of deferred
        expenses                       21,980        21,980        21,980
      Net change in:
        Escrow deposits                12,100        (3,141)       (4,835)
        Accounts receivable           (11,120)      (12,966)      (10,268)
        Accounts payable               (2,210)                        112
        Security deposits               1,882        13,164         3,460
                                  ------------  ------------  ------------
  Net cash provided by
    operating activities              752,485       549,409       491,977
                                  ------------  ------------  ------------
Investing activity:
  Improvements to property                                        (89,891)
  Net cash used in investing                                  ------------
    activity                                                      (89,891)
                                                              ------------
Financing activities:
  Distributions to joint
    venture partners                 (350,000)     (350,000)     (300,000)
  Principal payments on
    mortgage notes payable           (220,848)     (201,408)     (183,679)
                                  ------------  ------------  ------------
  Net cash used in financing
    activities                       (570,848)     (551,408)     (483,679)
                                  ------------  ------------  ------------
Net change in cash and cash
  equivalents                         181,637        (1,999)      (81,593)

Cash and cash equivalents at
  beginning of year                    47,918        49,917       131,510
                                  ------------  ------------  ------------
Cash and cash equivalents at
  end of year                   $     229,555 $      47,918 $      49,917
                                  ============  ============  ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                          ATLANTA LAKES JOINT VENTURE
                       (An Illinois General Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1. Atlanta Lakes Joint Venture (the "Joint Venture") is engaged solely in the
operation of residential real estate located in Atlanta, Georgia.

2. Accounting Policies:

(a) The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Joint Venture to make estimates and
assumptions that 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 vary from those estimates.

(b) Depreciation expense is computed using the straight-line method. Rates used
in the determination of depreciation are based upon the following estimated
useful lives:

                                                    Years
                                                    -----

               Buildings and improvements             30
               Furniture and fixtures                  5

Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are charged to the related asset account.  

(c) Effective January 1, 1995 the Joint Venture adopted Statement of Financial
Accounting Standards, No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of". Under SFAS 121, the
Joint Venture records its investment in real estate at the lower of cost or
fair value, and periodically assesses, but not less than on an annual basis,
possible impairment to the value of the property. The Joint Venture estimates
the fair value of the property by dividing  the property's expected net
operating income by a risk adjusted rate of return which considers economic and
demographic conditions in the market. In the event the Joint Venture determines
an impairment in value has occurred, and the carrying amount of the real estate
asset will not be recovered, a provision is recorded to reduce the carrying
basis of the property to its estimated fair value. The Joint Venture considers
 the method referred to above to result in a reasonable measurement of the
property's fair value, unless other factors affecting the property's value
indicate otherwise.

(d) Deferred expenses consist of financing fees which are amortized over the
term of the agreement.

(e) The Financial Accounting Standard Board's Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value.  Since quoted market prices are not available for the Partnership's
financial instruments, fair values have been based on estimates using present
value techniques. These techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. In that regard, the derived fair value estimates cannot be substantiated
<PAGE>
by comparison to independent markets and, in many cases, may not be realized in
immediate settlement of the instrument. Statement No. 107 does not apply to all
balance sheet items and excludes certain financial instruments and all
non-financial instruments such as real estate and investment in joint ventures
from its disclosure requirements.

(f) Revenue is recognized on an accrual basis in accordance with generally
accepted accounting principles.

(g) Cash and cash equivalents include all unrestricted, highly liquid
investments with an original maturity of three months or less.

(h) The Joint Venture is not liable for Federal income taxes and each partner
recognizes its proportionate share of the Joint Venture loss or income in its
tax return; therefore, no provision for income taxes is made in the financial
statements of the Joint Venture.

(i)  A reclassification has been made to the previously reported 1994 and 1993
financial statements to conform with the classifications used in 1995.  This
reclassification has not changed the 1994 or 1993 results.

3. Joint Venture Agreement:

The Joint Venture was organized in December 1986 and provides for Atlanta Lakes
Investors, an Illinois limited partnership, and Atlanta Lakes, Inc., an
Illinois corporation, to be joint venturers (together, the "Partners"). Atlanta
Lakes Investors is owned by Balcor Growth Fund A Real Estate Investment for
Capital Appreciation ("BGF") and Balcor Employee Investment Partners-87. An
affiliate of the General Partner of BGF manages the business activities of
Atlanta Lakes, Inc.

The Joint Venture Agreement provides that each Partner will have a
participation percentage of 50% in the Joint Venture. Each item of income,
gain, loss, deduction or credit for each year will be allocated to the Partners
in accordance with their respective participation percentages. The Partners may
set aside as a reserve for contingencies and/or working capital, any portion of
Net Cash Receipts and/or Net Capital Proceeds which they reasonably deem
necessary or appropriate for the business of the Joint Venture. Net Cash
Receipts of the Joint Venture shall be distributed from time to time as the
Partners shall determine, in accordance with the Partners' respective
participation percentages. Net Capital Proceeds shall be distributed first, to
the repayment in full of any loans or advances made to the Joint Venture by any
Partner; and thereafter, to the Partners in accordance with their respective
participation percentages.

During 1995, 1994 and 1993, the Joint Venture distributed $350,000, $350,000
and $300,000, respectively, to its Partners.
<PAGE>
4. Mortgage Note Payable:

The Joint Venture obtained first mortgage financing in the amount of
$16,575,000 collateralized by Post Lake Apartments, which has a carrying value
of $17,468,653 at December 31, 1995. The mortgage note bears interest at the
rate of 9.25% and is payable in monthly installments of principal and interest
of $136,468 through May 1997, the maturity date of the loan. At maturity, the
Joint Venture will be required to make a balloon payment of approximately
$14,867,000, which will require the sale or refinancing of the property.

Future annual maturities of the above mortgage note payable during each of the
next two years are approximately as follows:

                         1996          $   242,000
                         1997           14,953,000

During 1995, 1994, and 1993 the Joint Venture incurred and paid interest
expense on the mortgage note payable of $1,416,761, $1,436,202 and $1,453,932,
respectively.

5. Management Agreement:

Post Lake Apartments is managed by an affiliate of the seller for a management
fee of 4.25% of gross receipts. In addition, the manager is entitled to receive
20% of operating income in excess of the budgeted operating income for each
year up to an amount which, when added to the base monthly fee, equals 5.5% of
the gross receipts for Post Lake for such calendar year. The manager earned
$15,240 and $3,683 of additional management fees for 1995 and 1993. The
operating income did not exceed the budgeted operating income in 1994. The term
of the agreement continues until terminated by either party.

6. Tax Accounting:

The Joint Venture keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder and existing interpretations
thereof. The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, will differ from the
tax returns due to the different treatment of various items as specified in the
Internal Revenue Code. The net effect of these accounting differences is that
the net income for 1995 in the financial statements is $169,210 more than the
tax loss of the Joint Venture for the same period.

7.  Fair Value of Financial Instruments:

The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1995 are as follows:

The carrying value of cash and cash equivalents, accounts and accrued interest
receivable and accounts payable approximates fair value.

Mortgage note payable: Based on borrowing rates available to the Partnership at
the end of 1995 for mortgage loans with similar terms and maturities, the fair
value of the mortgage note payable approximates the carrying value.
<PAGE>
                                      ATLANTA LAKES JOINT VENTURE
                                   (An Illinois General Partnership)
<TABLE>
                        SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                        as of December 31, 1995
<CAPTION>
        Col. A                 Col. B          Col. C                        Col. D 
---------------------         --------  --------------------   ---------------------------------
                                            Initial Cost               Cost Adjustments
                                           to Partnership          Subsequent to Acquisition
                                        --------------------   ---------------------------------
                                                  Buildings               Carrying     Reduction
                               Encum-              and Im-     Improve-    Costs       of Basis
     Description              brances     Land    provements    ments       (b)           (c)
---------------------         -------   -------- ------------ ---------  ---------     ---------
<S>                             <C>  <C>         <C>           <C>        <C>         <C>
Post Lake Apartments, a
  484-unit apt. complex
  in Cobb County, GA            (a)   $3,875,000  $21,625,000  $124,654    $390,685    $(923,257)
                                      ==========  ===========  ========    ========    =========
</TABLE>
<PAGE>
<TABLE>
                        SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                        as of December 31, 1995
                                              (Continued)
<CAPTION>
       Col. A                          Col. E                 Col. F      Col. G   Col. H     Col. I
-------------------       --------------------------------   --------    --------  ------ --------------
                               Gross Amounts at Which                                       Life Upon
                             Carried at Close of Period                                   Which Depre-
                          --------------------------------                                 ciation in
                                    Buildings               Accumulated    Date     Date  Latest Income
                                     and Im-       Total     Deprecia-   of Con-    Acq-    Statement
    Description             Land    provements           (d)(e)   tion(e)struction uired   is Computed
-------------------       --------  ----------   ----------   ---------   -------- -----  --------------
<S>                    <C>         <C>         <C>          <C>             <C>    <C>         <C>
Post Lake Apartments, a
  484-unit apt. complex
  in Cobb County, GA    $3,794,165 $21,297,917  $25,092,082  $7,623,429    11/79   12/86       (f)
                        ========== ===========  ===========  ==========
</TABLE>
<PAGE>
                          ATLANTA LAKES JOINT VENTURE
                       (An Illinois General Partnership)

                             NOTES TO SCHEDULE III

(a) See description of the mortgage note payable in Note 4 of Notes to
Financial Statements.

(b) Consists of acquisition and investigatory fees, legal fees, appraisal fees,
title costs and other related professional fees.

(c) Guaranteed income earned under the terms of the management agreement was
recorded by the Joint Venture as a reduction of the basis of the property.

(d) The aggregate cost of land, buildings, and improvements is the same for
Federal income tax purposes.

                       (e)Reconciliation of Real Estate
                         -----------------------------
                                       1995         1994         1993   
                                    ----------   ----------   ----------

    Balance at beginning of year   $25,092,082  $25,092,082  $25,002,191

    Additions during the year:
      Improvements                                                89,891  
                                   -----------  ----------- ------------

    Balance at end of year         $25,092,082  $25,092,082  $25,092,082
                                   ===========  ===========  ===========

                  Reconciliation of Accumulated Depreciation
                  ------------------------------------------

                                       1995         1994         1993   
                                    ----------   ----------   ----------

    Balance at beginning of year    $6,970,136   $6,316,843   $5,666,547

    Depreciation expense for the
      year                             653,293      653,293      650,296
                                    ----------   ----------   ----------
    Balance at end of year          $7,623,429   $6,970,136   $6,316,843
                                    ==========   ==========   ==========


(f) Depreciation expense is computed based upon the following estimated useful
lives:
                                                    Years
                                                    -----

               Building and improvements              30
               Furniture and fixtures                  5
<PAGE>
                               REDWOOD PARTNERS
        INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE



Report of Independent Accountants

Financial Statements:

Balance Sheets, December 31, 1995 and 1994

Statements of Income and Expenses and Partners' Deficit, for the years ended
December 31, 1995, 1994 and 1993

Statements of Cash Flows, for the years ended December 31, 1995, 1994 and 1993

Notes to Financial Statements

Financial Statement Schedule:

III - Real Estate and Accumulated Depreciation as of December 31, 1995

Financial Statement Schedules, other than that listed, are omitted for the
reason that they are inapplicable or equivalent information has been included
elsewhere herein.
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Redwood Partners

We have audited the financial statements and the financial statement schedule
of Redwood Partners (An Illinois General Partnership) as listed in the index of
this Form 10-K. These financial statements and the financial statement schedule
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements and the financial statement
schedule 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 Redwood Partners at
December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.










                                   COOPERS & LYBRAND L.L.P.


Chicago, Illinois
March 20, 1996
<PAGE>
                               REDWOOD PARTNERS
                       (An Illinois General Partnership)

                                BALANCE SHEETS
                          December 31, 1995 and 1994

                                    ASSETS

                                                  1995            1994
                                               -----------     -----------
Cash and cash equivalents                    $      7,025    $      9,887
Bond reserve                                    2,478,000       2,478,000
Accounts and accrued interest receivable          587,529         204,228
Deferred expenses, net of accumulated           
  amortization of $17,961 in 1995                 341,252
                                               -----------     -----------
                                                3,413,806       2,692,115
                                               -----------     -----------
Investment in real estate:
  Land                                          6,043,941       6,043,941
  Buildings and improvements                   22,942,335      22,942,335
                                               -----------     -----------
                                               28,986,276      28,986,276
  Less accumulated depreciation                 7,329,420       6,598,769
                                               -----------     -----------
Investment in real estate, net of
  accumulated depreciation                     21,656,856      22,387,507
                                               -----------     -----------
                                             $ 25,070,662    $ 25,079,622
                                               ===========     ===========

                       LIABILITIES AND PARTNERS' DEFICIT

Accounts payable                             $     70,217    $      3,890
Security deposits                                 113,213         115,565
Mortgage note payable                          25,530,000      25,917,500
                                               -----------     -----------
    Total liabilities                          25,713,430      26,036,955

Partners' deficit                                (642,768)       (957,333)
                                               -----------     -----------
                                             $ 25,070,662    $ 25,079,622
                                               ===========     ===========
                                                
The accompanying notes are an integral part of the financial statements.
<PAGE>
                               REDWOOD PARTNERS
                       (An Illinois General Partnership)

            STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' DEFICIT
             for the years ended December 31, 1995, 1994 and 1993


                                     1995          1994          1993
                                  ------------  ------------  ------------
Income:
  Rental and service            $   3,604,060 $   3,450,870 $   3,437,041
  Interest on short-term
    investments                       271,092       303,404       302,390
                                  ------------  ------------  ------------
    Total income                    3,875,152     3,754,274     3,739,431
                                  ------------  ------------  ------------
                                 
Expenses:
  Interest on mortgage
    note payable                    2,047,003     2,290,644     2,318,298
  Depreciation                        730,651       730,652       730,651
  Amortization of deferred
    expenses                           17,961    
  Property operating                  857,163       797,404       773,747
  Real estate taxes                   296,936       286,438       282,440
  Property management fees            139,319       138,142       137,530
  Administrative                       64,760        31,422        16,124
                                  ------------  ------------  ------------
    Total expenses                  4,153,793     4,274,702     4,258,790
                                  ------------  ------------  ------------
Loss before seller's 
  participation in loss of 
  joint venture                      (278,641)     (520,428)     (519,359)
Seller's participation in loss
  of joint venture                    181,206        43,784        48,593
                                  ------------  ------------  ------------
Net loss                              (97,435)     (476,644)     (470,766)
                                                             
Partners' deficit at beginning
  of year                            (957,333)     (554,689)     (153,923)

Contributions from joint 
  venture partners                    412,000        74,000        70,000
                                  ------------  ------------  ------------
Partners' deficit at end of year$    (642,768)$    (957,333)$    (554,689)
                                  ============  ============  ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                               REDWOOD PARTNERS
                       (An Illinois General Partnership)

                           STATEMENTS OF CASH FLOWS
             for the years ended December 31, 1995, 1994 and 1993


                                      1995          1994          1993
                                  ------------  ------------  ------------
Operating activities:
  Net loss                      $     (97,435)$    (476,644)$    (470,766)
  Adjustments to reconcile net
    loss to net cash provided
    by operating activities:
      Seller's participation in
        loss from joint venture      (181,206)      (43,784)      (48,593)
      Depreciation of property        730,651       730,652       730,651
      Amortization of deferred
        expenses                       17,961
      Net change in:
        Accounts receivable          (243,301)       19,022       (20,772)
        Accounts payable               66,327                         140
        Due to affiliates                                            (506)
        Security deposits              (2,352)       (4,245)       (6,140)
                                  ------------  ------------  ------------
  Net cash provided by
    operating activities              290,645       225,001       184,014
                                  ------------  ------------  ------------
Financing activities:
  Capital contributions by 
    joint venture partners            412,000        74,000        70,000
  Capital contributions by 
    joint venture partner -                      
    seller                            181,206        43,784        48,593
  Principal payments on                                      
    mortgage note payable            (387,500)     (352,500)     (322,500)
  Payment of deferred expenses       (359,213)
  Funding of reserve for 
    replacements                     (140,000)
                                  ------------  ------------  ------------
  Net cash used in financing
    activities                       (293,507)     (234,716)     (203,907)
                                  ------------  ------------  ------------
Net change in cash and cash
  equivalents                          (2,862)       (9,715)      (19,893)

Cash and cash equivalents at
  beginning of year                     9,887        19,602        39,495
                                  ------------  ------------  ------------
Cash and cash equivalents at
  end of year                   $       7,025 $       9,887 $      19,602
                                  ============  ============  ============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                               REDWOOD PARTNERS
                       (An Illinois General Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1. Redwood Partners (the "Joint Venture") is engaged solely in the operation of
residential real estate located in the San Francisco/San Jose, California
market.

2. Accounting Policies:

(a) The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Joint Venture to make estimates and
assumptions that 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 vary from those estimates.

(b) The financial statements include the accounts of Redwood Partners and its
70% general partnership interest in Redwood Shores Apartments Associates
("RSAA") on a consolidated basis. The seller owns a 30% limited partnership
interest in RSAA. The seller's 30% participation in the operations of the
property is limited to the extent of the seller's capital contributions. The
seller's participation in any losses exceeding such contributions is suspended
until sufficient contributions are made.

(c) Depreciation expense is computed using the straight-line method. Rates used
in the determination of depreciation are based upon the following estimated
useful lives:

                                                    Years
                                                    -----

               Buildings and improvements             30
               Furniture and fixtures                  5

Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are charged to the related asset account. 

(d) Effective January 1, 1995 the Joint Venture adopted Statement of Financial
Accounting Standards, No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of". Under SFAS 121, the
Joint Venture records its investment in real estate at the lower of cost or
fair value, and periodically assesses, but not less than on an annual basis,
possible impairment to the value of the property.  The Joint Venture estimates
the fair value of the property by dividing the property's expected net
operating income by a risk adjusted rate of return which considers economic and
demographic conditions in the market. In the event the Joint Venture determines
an impairment in value has occurred, and the carrying amount of the real estate
asset will not be recovered, a provision is recorded to reduce the carrying
basis of the property to its estimated fair value. The Joint Venture considers
the method referred to above to result in a reasonable measurement of the
property's fair value, unless other factors affecting the property's value
indicate otherwise.

(e) Deferred expenses consist of financing fees which are amortized over the
term of the re-marketing period of the bonds secured by the property.
<PAGE>
(f) The Financial Accounting Standard Board's Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value.  Since quoted market prices are not available for the Partnership's
financial instruments, fair values have been based on estimates using present
value techniques. These techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. In that regard, the derived fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, may not be realized in
immediate settlement of the instrument. Statement No. 107 does not apply to all
balance sheet items and excludes certain financial instruments and all
non-financial instruments such as real estate and investment in joint ventures
from its disclosure requirements.

(g) Revenue is recognized on an accrual basis in accordance with generally
accepted accounting principles.

(h) Cash and cash equivalents include all unrestricted, highly liquid
investments with an original maturity of three months or less.

(i) The Joint Venture is not liable for Federal income taxes and each partner
recognizes its proportionate share of the Joint Venture loss or income in its
tax return; therefore, no provision for income taxes is made in the financial
statements of the Joint Venture.

(j) Several reclassifications have been made to the previously reported 1994
and 1993 Financial Statements to conform with the classifications used in 1995.
These reclassifications have not changed the 1994 or 1993 results.

3. Joint Venture Agreement:

The Joint Venture was organized in April 1987 and provides for Redwood
Associates, an Illinois limited partnership, and Sequoia Shores, Inc., an
Illinois corporation, to be joint venturers (together, the "Partners"). In
June 1987, the Joint Venture acquired a 70% general partnership interest in
RSAA, an existing California limited partnership which owns the Redwood Shores
Apartments in Redwood City, California. Redwood Associates is owned by Balcor
Growth Fund A Real Estate Investment for Capital Appreciation ("BGF"). An
affiliate of the General Partner of BGF manages the business activities of
Sequoia Shores, Inc.

The Joint Venture Agreement provides that each Partner will have a
participation percentage of 50% in the Joint Venture. Each item of income,
gain, loss, deduction or credit for each year will be allocated to the Partners
in accordance with their respective participation percentages. Joint Venture
distributions from all sources will also be made to the Partners in accordance
with their respective participation percentages.

4. Mortgage Note Payable:

RSAA assumed a $28,000,000 loan (the "Bond Loan") funded from the proceeds of
the sale of Multi-Family Housing Revenue Bonds, Series 1985B, issued by the
City of Redwood City, California, consisting of $2,370,000 in serial bonds and
$25,630,000 in term bonds. The Bond Loan is collateralized by a mortgage on the
Redwood Shores apartment complex, which has a carrying value of $21,656,856 at
December 31, 1995. A bond reserve of $2,478,000 was established with proceeds
<PAGE>
from the Bond Loan. Pursuant to the loan agreement, these amounts are invested
in short-term investments and interest earned thereon accumulates to the
benefit of RSAA and is applied against the debt service payments on the Bond
Loan.

In October 1995, RSAA completed the re-marketing of the $25,630,000 term bonds.
The principal and bond reserve were unchanged and the interest rate was reduced
from 8.75% to 5.20%. The principal will initially be amortized by $200,000
semi-annually. The semi-annual amortization will subsequently increase by
$10,000 or $15,000 for each six-month period thereafter through the next
tender/re-marketing date in October 2000. RSAA paid refinancing fees of
$320,000 and Redwood Partners paid legal fees of $39,213 in connection with the
re-marketing.

The remaining serial bonds were fully repaid during 1995. Principal and
interest payments due on the term bonds reflect payments due to the bondholders
and are payable monthly in an amount equal to one-sixth of the principal and
interest due on the bonds semi-annually. The term bonds are subject to various
redemption options and tender provisions pursuant to the terms of the bond
indenture. RSAA is obligated to make principal payments on the mortgage note to
the extent the bonds are redeemed or mature under these provisions. Unless
there is a prior redemption of all or a part of the bonds, principal of
approximately $16,820,000 will be due in September 2008, which will require the
sale or refinancing of the property.

Future annual maturities of the above mortgage note payable during each of the
next five years are approximately as follows:

                         1996           $  410,000
                         1997              450,000
                         1998              490,000
                         1999              530,000
                         2000              580,000

RSAA incurred and paid interest expense in 1995, 1994 and 1993 on the Bond Loan
of $2,047,003, $2,290,644 and $2,318,298, respectively.

5. Management and Guarantee Agreement:

An affiliate of the seller, the limited partner of RSAA, is managing the
property for a fee of 4% of gross rental receipts. The management agreement
extends through the sale date of the property unless terminated earlier by
mutual consent of the seller and the Joint Venture. In addition, Redwood
Partners receives a management fee of 1% of gross rental income plus $10,000
from RSAA.

6. Tax Accounting:

The Joint Venture keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder, and existing interpretations
thereof. The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, will differ from the
tax returns due to the different treatment of various items as specified in the
Internal Revenue Code. The net effect of these accounting differences is that
the net loss for 1995 in the financial statements is $359,410 less than the tax
loss of the Joint Venture for the same period.
<PAGE>
7. Fair Values of Financial Instruments:

The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1995 are as follows:

The carrying value of cash and cash equivalents, accounts and accrued interest
receivable and accounts payable approximates fair value.

Mortgage note payable: The fair value for the Joint Venture's mortgage note
payable is $22,754,218. The fair value of the mortgage note payable was
estimated using discounted cash flow analysis based on borrowing rates
available to the Partnership at the end of 1995 for mortgage loans with similar
terms and maturities.
<PAGE>
                                            REDWOOD PARTNERS
                                   (An Illinois General Partnership)
<TABLE>
                        SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                        as of December 31, 1995
<CAPTION>
        Col. A                 Col. B          Col. C                        Col. D 
---------------------         --------  --------------------   ---------------------------------
                                            Initial Cost                Cost Adjustments
                                           to Partnership          Subsequent to Acquisition
                                        --------------------   ---------------------------------
                                                  Buildings                            Reduction
                               Encum-              and Im-     Improve-   Carrying     of Basis
     Description              brances     Land    provements    ments      Costs          (b)
---------------------         -------   -------- ------------ ---------  ---------     ---------
<S>                             <C>  <C>         <C>              <C>         <C>   <C>
Redwood Shores
  Apartments, a 304-
  unit apt. complex
  in Redwood City, CA           (a)   $6,390,422  $24,253,644      None        None  $(1,657,790)
                                      ==========  ===========                        ===========
</TABLE>
<PAGE>
<TABLE>
                        SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                        as of December 31, 1995
                                              (Continued)
<CAPTION>
       Col. A                          Col. E                 Col. F      Col. G   Col. H     Col. I
-------------------       --------------------------------   --------    --------  ------ --------------
                               Gross Amounts at Which                                       Life Upon
                             Carried at Close of Period                                    Which Depre-
                          ---------------------------------                                 ciation in
                                    Buildings               Accumulated    Date     Date   Latest Income
                                     and Im-       Total     Deprecia-   of Con-    Acq-     Statement
    Description             Land    provements           (c)(d)   tion(d)struction uired    is Computed
-------------------       --------  ----------   ----------   ---------   -------- ------ --------------
<S>                    <C>        <C>          <C>          <C>             <C>    <C>          <C>
Redwood Shores
  Apartments, a 304-
  unit apt. complex
  in Redwood City, CA   $6,043,941 $22,942,335  $28,986,276  $7,329,420     1986    6/87        (e)
                        ========== ===========  ===========  ==========
</TABLE>
<PAGE>
                               REDWOOD PARTNERS
                       (An Illinois General Partnership)

                             NOTES TO SCHEDULE III

(a) See description of Mortgage Note Payable in Note 3 of Notes to Financial
Statements.

(b) Guaranteed income earned under the terms of the management and guarantee
agreement was recorded by the Joint Venture as a reduction of the basis of the
property.

(c) The aggregate cost of land for Federal income tax purposes is $6,607,981
and the aggregate cost of buildings and improvements for Federal income tax
purposes is $16,007,658.  The total of the above-mentioned is $22,615,639.

                       (d)Reconciliation of Real Estate
                         -----------------------------
                                       1995         1994         1993   
                                    ----------   ----------   ----------

    Balance at beginning of year   $28,986,276  $28,986,276  $28,986,276
                                   -----------  -----------  -----------

    Balance at end of year         $28,986,276  $28,986,276  $28,986,276
                                   ===========  ===========  ===========

                  Reconciliation of Accumulated Depreciation
                  ------------------------------------------
                                       1995         1994         1993   
                                    ----------   ----------   ----------

    Balance at beginning of year    $6,598,769   $5,868,117   $5,137,466

    Depreciation expense for the
      year                             730,651      730,652      730,651
                                    ----------   ----------   ----------
    Balance at end of year          $7,329,420   $6,598,769   $5,868,117
                                    ==========   ==========   ==========

(e) Depreciation expense is computed based upon the following estimated useful
lives:
                                                    Years
                                                    -----

               Buildings and improvements             30
               Furniture and fixtures                  5
<PAGE>