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
                                           balances to the extent
                                           such balances exceed the

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

                                           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

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administrative items.  The 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,

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subject to the payment of real estate 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 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

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(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.


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


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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.