EXHIBIT 99.b
                                
                     COMPENSATION AND FEES

     The following table shows all types of compensation, fees,
profits or distributions that have been, may or will be received by
the General Partner and its affiliates in connection with this
offering and the operation of the Partnership.  Such fees were
determined by the General Partner and its affiliates in connection
with the organization of the Partnership and the offering of the
Units made hereby, and not by arm's length negotiations.  See
"Conflicts of Interest" and "Summary of the Partnership Agreement."

Person Receiving        Form of            Method and Amount     
  Compensation      Compensation(1)          of Compensation

                OFFERING AND ACQUISITION PHASE

USAA Investment     Selling commissions   4% of the gross proceeds
Management Company  as the Sales Agent in of the offering ($20
("USAA Investment   the offering of the   per Unit sold), or
Management" or the  Units.                $2,600,000 in the event
"Sales Agent")                            130,000 Units are sold 
                                          ($2,990,000 in the 
                                          event 149,500 Units are 
                                          sold).

USAA Investment     Non-accountable       2% of the gross
Management          expense allowance.    proceeds of the 
                                          offering, or $1,300,000 
                                          in the event 130,000 
                                          Units sold ($1,495,000 
                                          in the event 149,500 
                                          Units are sold).

USAA Financial      Acquisition Fees to   A maximum of 4% of the
Services Company    be received on all    gross proceeds of the
(the "Adviser")     Partnership acquisi-  offering, or $2,600,000 
                    tions of properties   in the event 130,000 
                    for finding and       Units are sold 
                    recommending such     ($2,990,000 in the 
                    properties to the     event 149,500 Units are 
                    General Partner (see  sold).
                    footnotes under 


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Person Receiving        Form of            Method and Amount     
  Compensation      Compensation(1)          of Compensation

                    "Estimated Use of
                    Proceeds" and the 
                    Glossary).

USAA Investment     Management fees       An annual fee of up to
Management          relating to any       1/2 of 1% of the amount 
                    interim investment    of any preliminary 
                    in a money market     investment in a money 
                    fund sponsored by     market fund sponsored 
                    USAA or any affiliate by USAA or any 
                    of USAA paid by the   affiliate of USAA.  
                    fund in which the     (See "Investment 
                    investment is made.   Objectives and Policies 
                                          - Preliminary 
                                          Investments").

                     OPERATIONAL PHASE

USAA Properties     General Partner's     An aggregate of 1% of
III, Inc. (the      distributive share.   Distributable Cash,
"General Partner")                        Taxable Income and Tax 
                                          Losses.(2)(3)

Adviser             Management Fee for    4% of Cash Receipts from 
                    managing the Part-    Operations, but in any 
                    nership's business.   event not in excess of 
                                          9% of Adjusted Cash 
                                          Flow.(2)(3)


                   LIQUIDATION PHASE

Adviser             Subordinated real     A real estate brokerage 
                    estate commissions    commission not to exceed 
                    upon sales of         the lesser of 1% of the 
                    properties.           aggregate Selling Prices 
                                          of the properties sold 
                                          or 50% of the Competitive
                                          Brokerage Commission, 
                                          subordinated to (i) the 
                                          repayment to the Limited 
                                        
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Person Receiving        Form of             Method and Amount     
  Compensation      Compensation(1)          of Compensation


                                          Partners of an amount 
                                          equal to their Adjusted 
                                          Capital Contributions; 
                                          (ii) the payment to the 
                                          Limited Partners of a 
                                          cumulative annual cash 
                                          return equal to 6% of 
                                          their average Adjusted 
                                          Capital Contributions for
                                          all fiscal years; and 
                                          (iii) the payment to all 
                                          Partners of an amount 
                                          equal to their respective
                                          positive Capital Account 
                                          balances to the extent 
                                          such balances exceed the 
                                          amounts provided for in 
                                          the preceding clauses (i)
                                          and (ii). (2)


General Partner     General Partner's     An aggregate of 10% of 
                    share of Sale or      all Sale or Refinancing 
                    Refinancing Proceeds. Proceeds remaining after 
                                          (i) the repayment to the 
                                          Limited Partners of an 
                                          amount equal to their 
                                          Adjusted Capital 
                                          Contributions; (ii) the 
                                          payment to the Limited 
                                          Partners of a cumulative 
                                          annual cash return equal 
                                          to 6% of their Adjusted 
                                          Capital Contributions for
                                          all fiscal years; (iii) 
                                          the payment to all 
                                          Partners of an amount 
                                          equal to their respective
                                          positive Capital Account 

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Person Receiving        Form of             Method and Amount     
  Compensation      Compensation(1)          of Compensation

                                          balances to the extent 
                                          such balances exceed the 
                                          amounts provided for in 
                                          the preceding clauses (i)
                                          and (ii); and (iv) 
                                          payment to the Adviser 
                                          of the real estate 
                                          brokerage commissions 
                                          described above. (2)


(1)  The Partnership is required by law to commit not less than a
     specified percentage of the gross proceeds of this offering
     to Investment in Properties.  The percentage required to be
     committed to Investment in Properties must be at least equal
     to the greater of (a) 80% of the gross proceeds of the
     offering reduced by .1625% for each 1% of indebtedness
     encumbering the Partnership's properties (the percent of
     indebtedness encumbering Partnership properties is
     calculated by dividing the aggregate indebtedness
     encumbering Partnership properties by the aggregate purchase
     price of such properties) or (b) 67% of the gross proceeds
     of the offering.  As an example to illustrate the foregoing
     limitation, assume that the Partnership acquires properties
     subject to aggregate indebtedness (including, in the case of
     an acquisition of property by a general partnership or other
     joint venture, all the indebtedness to which such property
     is subject) equal to 60% of their purchase prices.  The
     minimum percentage of gross proceeds of the offering
     required to be committed to Investment in Properties in such
     a case would be 70.25%, computed as follows:  80% - (60% x
     .1625) = 70.25%.  As indicated under the "Estimated Use of
     Proceeds" table appearing above, however, it is anticipated
     that the Partnership's Investment in Properties will be well
     in excess of the amount required under these rules.

(2)  The actual amount for this item is not now determinable
     because it depends upon the actual results of operations of
     the Partnership.

(3)  Cash Receipts from Operations consists of all cash receipts
     from operations of the Partnership's properties in the
     ordinary course of business (and such receipts of general
     partnerships or other joint ventures in which the
     Partnership has invested) without deduction for
     depreciation, the Management Fee, or any other expenses. 
     Adjusted Cash Flow consists of Gross Revenues (essentially
     all Partnership revenues) less all Operating Cash Expenses,
     including any adjustments to Reserves, other than the
     Management Fee.  Distributable Cash consists of Adjusted
     Cash Flow less the Management Fee.  See the Glossary.

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     It is anticipated that the Partnership's properties will be
managed by unaffiliated management firms.  The Adviser presently
manages properties for USAA but neither it nor its affiliates
provide property management services for properties owned by an
Prior USAA Partnership. The Partnership Agreement permits the
Partnership to obtain property management services from the
General Partner, the Adviser, or another affiliate of the General
Partner and in the event such services are provided the
compensation therefor will be limited to the lesser of the
competitive fee for similar services in the same geographic area
or (i) 5% of gross revenues from each residential property, (ii)
6% of gross revenues from each industrial and commercial property
if leasing and related services are performed, (iii) 3% of gross
revenues from each industrial and commercial property if no
leasing and related services are performed and (iv) 1% of gross
revenues from each industrial and commercial property leased on a
long-term (10 years or more) net basis (except for a one-time
initial leasing fee of 3% of the gross revenues on each lease
payable over the first five full years of the original term of
the lease).  The actual amount of such compensation is not now
determinable.

     The General Partner may elect to obtain insurance brokerage
services from affiliates in connection with obtaining insurance
on the Partnership's properties provided (i) the cost of
providing such services, including the cost of the insurance, is
no greater than the lowest quote obtained from two unaffiliated
insurance agencies and the coverage and terms are likewise
comparable and (ii) the entity providing the services is
independently engaged in the business of providing such services
to non-affiliates and derives at least 75% of its insurance
brokerage service gross revenue from other than affiliates.

     As indicated in the table of compensation and fees appearing
above, the Partnership will provide USAA Investment Management
with a non-accountable expense allowance equal to 2% of the gross
proceeds of the offering to cover expenses incurred in connection
with the formation of the Partnership and the offering and sale
of the Units.  In addition, the General Partner and its
affiliates will be reimbursed by the Partnership for:  (i) the
actual cost to the General Partner or such affiliates of goods
and materials used for or by the Partnership and obtained from
entities which are not affiliated with the General Partner; (ii)
salaries and related salary expenses for certain services which
could be performed directly for the Partnership by independent
parties (subject to limitations set forth in the Partnership
Agreement) and (iii) the cost of Partnership reports and
communications to Limited Partners.  No reimbursement under (ii)
or (iii) above shall be permitted for services for which the
General Partner or any of its affiliates receives a separate fee. 
The following items shall also be excluded from the allowable
reimbursement:  (i) Acquisition Expenses, (ii) the salaries,
fringe benefits, travel expenses and other administrative items
incurred or allocated to persons controlling the General Partner
or affiliates and (iii) any overhead expenses of the General
Partner or its affiliates, such as rent, depreciation, utilities,
capital equipment and other administrative items.  The 

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Partnership's annual report to Limited Partners will include a
breakdown of reimbursements made to the General Partner and its
affiliates.  The foregoing reimbursements for expenses will be
made to the General Partner and its affiliates regardless of
whether any distributions are made to the Limited Partners.



           PROFITS AND LOSSES AND CASH DISTRIBUTIONS

DISTRIBUTIONS OF CASH FROM OPERATIONS

     Distributable Cash will be paid in the ratio of 1% to the
General Partner and 99% to the Limited Partners.  Distributable
Cash is defined in the Partnership Agreement to mean generally
the Partnership's net cash flow, after adjustments for Reserves,
and after payment of all Operating Cash Expenses including the
Management Fee payable to the Adviser.  Thus, the Management Fee
payable to the Adviser will reduce the amount of Distributable
Cash available for distribution to the Partners in any year. 
There can be no assurance that there will be any cash return to
the Limited Partners.  See the Glossary and the definitions in
Article III of the Partnership Agreement.

     Distributable Cash, when available, will be distributed to
the Limited Partners on a quarterly basis.  Distributions will be
made to the persons recognized as holders of the Units on the
last day of the applicable fiscal quarter in proportion to the
number of Units held by them.  To the extent feasible, the
quarterly distributions will be equal in amount for the first
three quarters of each fiscal year, based upon the General
Partner's estimate of Distributable Cash which will be available
for the full year.  Distributions of cash may be from funds
included in Reserves to the extent not needed for operations.

     The share of Distributable Cash payable to the General
Partner, in relation to the share of Distributable Cash payable
to the Limited Partners, is disproportionate to the Partners'
relative cash contributions of capital to the Partnership.


DISTRIBUTIONS FROM SALE OR REFINANCING OF PROPERTIES

     Sale or Refinancing Proceeds, if any, will be paid:  (i)
first, to the Limited Partners in an amount equal to the Limited
Partners' Adjusted Capital Contributions; (ii) second, to the
Limited Partners in an amount equal to the difference between a
cumulative annual cash return of 6% based upon the Limited
Partners' average annual Adjusted Capital Contributions and an
amount equal to all Distributable Cash plus any Sale or
Refinancing Proceeds previously received; and (iii) third, to all
the Partners in an amount equal to their respective positive
Capital Account balances to the extent such balances, if any,
exceed the amounts provided for in the preceding clauses (i) and
(ii).  Thereafter, subject to the payment of real estate 

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brokerage commissions to the Adviser equal to the lesser of 1% of
the Selling Prices of all properties sold or 50% of the
Competitive Brokerage Commissions on such properties, any
remaining Sale or Refinancing Proceeds will be distributed 90% to
the Limited Partners and 10% to the General Partner.  The
Partnership will be obligated to pay to the Adviser, out of
subsequent distributions of Sale or Refinancing Proceeds, all or
any portion of any real estate brokerage commissions to the
extent that any distribution of any prior Sale or Refinancing
Proceeds shall be insufficient to pay them in full.  Each Limited
Partner's cumulative annual cash return of 6% cited in (ii) above
will be calculated commencing as of the end of the calendar
quarter in which such Limited Partner makes his Capital
Contribution.

     Until all properties are liquidated and a final distribution
is made of Sale or Refinancing Proceeds, the cumulative 6% return
discussed above will be offset and reduced by all distributions
of Distributable Cash and Sale or Refinancing Proceeds throughout
the life of the Partnership.  Any distribution of Sale or
Refinancing Proceeds made in order to satisfy such 6% cumulative
return requirement, to the extent it may turn out to be excessive
on the basis of the Partnership's final accounting, will be
treated as a partial return of Limited Partners' Capital
Contributions.  However, the amount returnable as Limited
Partners' Capital Contributions will not be reduced to the extent
that prior distributions of cash from operations should exceed
such 6% return.

     It should be noted that the Limited Partners' preferential
right to a return of their Capital Contributions out of Sale or
Refinancing Proceeds will not be affected by any reduction
required to be made in the basis of their Units for tax purposes. 
See "Income Tax Consequences - Tax Basis for the Units."

     The share of Sale or Refinancing Proceeds payable to the
General Partner, in relation to the share of Sale or Refinancing
Proceeds payable to the Limited Partners, is disproportionate to
the Partners' relative cash contributions of capital to the
Partnership.

     If Sale or Refinancing Proceeds are distributed, the date on
which any assignment of Units was made will determine whether
such proceeds will be paid to the assignor or the assignee.  See
"Taxable Income and Tax Losses" below.


TAXABLE INCOME AND TAX LOSSES

     The Partnership's Taxable Income and Tax Losses from current
operations (which are defined in the Partnership Agreement to
mean income and loss as determined for Federal income tax
purposes) as well as any tax-exempt income will be allocated,
with respect to operations for each taxable year, 99% to the
Limited Partners and 1% to the General Partner.  These 

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allocations are in proportion to the shares of Distributable Cash
to which the General Partner and Limited Partners are entitled
with respect to each taxable year (although the amount of
Distributable Cash available in each year may be different from
the amount of Taxable Income and Tax Losses so allocated).

     Taxable Income, tax-exempt income and Tax Losses from
current operations will be apportioned among Limited Partners
based upon a weighted average which takes account of the number
of days that each Limited Partner was a Limited Partner and the
ratio that each Limited Partner's number of the Units bears to
the total number of Units.

     Taxable Income from a Sale or Refinancing will be allocated
among the Partners in proportion to the amounts of Sale or
Refinancing Proceeds to which they are entitled, after allocating
such Taxable Income to bring all Partners' negative Capital
Accounts to zero.  Tax Losses from a Sale or Refinancing will be
allocated 99% to the Limited Partners and 1% to the General
Partner, after allocating such Tax Losses to bring all Partners'
positive Capital Accounts to zero.  However, in no event will the
General Partner be allocated less than 1% of Taxable Income or
Loss from a Sale or Refinancing.

     Sale or Refinancing Proceeds, if any, arising from the Sale
or Refinancing of a property will be distributed, and all related
Taxable Income or Tax Losses will be allocated, to the persons
recognized as holders of the Units on the date on which the Sale
or Refinancing occurred in proportion to the numbers of Units
held by them.

     Taxable Income, tax-exempt income and Tax Losses from
current operations for any year will be allocated between a
transferor and a transferee of Units based upon the number of
days during the year that each is recognized as a holder of
Units, without regard to whether Partnership operations during
the portion of the year that the transferor or transferee held
the Units produced profits or losses or cash distributions.  For
this purpose and for purposes of allocating Sale or Refinancing
Proceeds transfers will be effective the day after the transfer
is approved by the transfer committee of the General Partner, but
in no event later than the last day of the calendar quarter
following receipt of notice of the assignment and required
documentation.

     The share of Taxable Income and Tax Losses allocable to the
General Partner, in relation to the share of Taxable Income and
Tax Losses allocable to the Limited Partners, is disproportionate
based upon their cash contributions of capital to the
Partnership.

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TAX TREATMENT OF DISTRIBUTIONS

     It is expected that the Partnership will report less Taxable
Income during its initial years of operation than it has
Distributable Cash, primarily because of deductions for
depreciation.  As a result, some or all distributions of
Distributable Cash in the Partnership's initial years would be
treated for tax purposes as a return of capital which is non-taxable.
No assurances may be given in this regard, however,
since it is possible that Taxable Income may exceed Distributable
Cash even in the early years of operations if the amount of
borrowed money (i.e., leverage) is low, and if no accelerated
depreciation is taken.


PARTNERSHIP ACCOUNTING

     In order to carry out provisions of the Partnership
Agreement giving Limited Partners the right to a cumulative
return of their original Capital Contributions before any
proceeds from the sale or refinancing of properties are
distributed to the General Partner, separate records will be kept
by the Partnership showing, for each Partner, his original
Capital Contribution and his Adjusted Capital Contribution.  The
Adjusted Capital Contribution of each Partner will basically
represent his original Capital Contribution reduced by the
cumulative amount of all cash distributions made to him of Sale
or Refinancing Proceeds.  (Adjusted Capital Contributions will
not be reduced by reason of any distributions of Distributable
Cash, and will bear no relation to tax basis for the Units.)  See
the Glossary and Articles III and VI of the Partnership
Agreement.

     In addition, in order to give effect to the provisions of
the Partnership Agreement governing the treatment of Sale or
Refinancing Proceeds, as summarized above, separate records will
also be kept showing a Capital Account for each Partner. 
Initially, the Capital Account of each Partner will be the amount
of his original Capital Contribution.  The Capital Account of
each Partner will be reduced to the extent of Tax Losses and
other deductions allocated and Distributable Cash distributed to
such Partner, but increased to the extent of Taxable Income and
any tax-exempt income allocated to each Partner.  Reductions of a
Limited Partner's Capital Account in this manner need not affect
his preferential right to a return of his Capital Contribution
out of Sale or Refinancing Proceeds.

     The Partnership will apply to the Internal Revenue Service
for permission to use a fiscal year beginning on November 1 and
ending on October 31 of each year.  If the Service does not
authorize the Partnership to use such a fiscal year, the
Partnership will use a calendar year as its fiscal year.