UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                                        

[ X ]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 1996
                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number 0-17651


                            HIGH CASH PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

         Delaware                                            13-3347257
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

411 West Putnam Avenue, Greenwich, CT                           06830
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code           203-862-7000

Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange on which
      Title of each class                        registered

            None                                               None

          Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                                (Title of class)

         Indicate  by check mark  whether  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  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>
                      Exhibit Index Set Forth on Page IV-1. 

PART I


Item 1.          Business

Registrant is a Delaware limited  partnership formed in May 1986 pursuant to the
Delaware  Revised  Uniform  Limited  Partnership  Act for the primary purpose of
investing in,  holding,  operating  and otherwise  acting with respect to office
buildings, shopping centers and other commercial and industrial properties which
were either existing  properties or under  construction.  Registrant used all of
the net offering  proceeds from the sale of its securities to acquire a shopping
center located in Reno, Nevada (see "Sierra Marketplace" below).  Resources High
Cash,  Inc., a Delaware  corporation,  is Registrant's  managing general partner
(the "Managing General  Partner") and is a wholly-owned  subsidiary of XRC Corp.
("XRC").  The other  General  Partner of  Registrant  is Presidio  AGP Corp.,  a
Delaware  corporation  ("Presidio AGP"),  which is a wholly-owned  subsidiary of
Presidio  Capital  Corp.  ("Presidio"),  and replaced as the  Associate  General
Partner Fourth Group  Partners,  a New York general  partnership  whose partners
were former officers,  directors and/or  significant  stockholders of Integrated
Resources, Inc. ("Integrated").  On November 3, 1994, Integrated consummated its
plan of reorganization under Chapter 11 of the United States Bankruptcy Code, at
which time,  pursuant to such plan of reorganization,  the newly formed Presidio
purchased  substantially  all of  Integrated's  assets.  (The  Managing  General
Partner and the Associate General Partner are hereinafter  collectively referred
to as the  "General  Partners,"  and the  limited  partners  of  Registrant  are
hereinafter collectively referred to as the "Limited Partners.")

Effective with the consummation of Integrated's plan of reorganization, Presidio
and XRC entered into a management  and  administrative  services  agreement with
Concurrency Management Corp. ("Concurrency"). Effective January 1, 1996, Wexford
Management  Corp.,  formerly  Concurrency,  assigned  its  agreement  to provide
administrative  services to XRC and  Presidio  and its  subsidiaries  to Wexford
Management LLC ("Wexford").

In December 1994, Fourth Group Partners notified Registrant of its withdrawal as
Associate General Partner of Registrant.  The withdrawal became effective, after
60 days prior written notice to Limited Partners, on February 28, 1995. Upon the
effective  date  of such  withdrawal,  Presidio  AGP,  which  is a  wholly-owned
subsidiary of Presidio Capital Corp., became the Associate General Partner.

Beginning June 29, 1988, Registrant offered 600,000 units of limited partnership
interest (the "Units"),  pursuant to the Prospectus of Registrant dated June 29,
1988, as  supplemented by Supplements  dated August 19, 1988,  January 13, 1989,
March 10, 1989, April 28, 1989, June 26, 1989, September 8, 1989 and October 23,
1989 (collectively,  the "Prospectus") which were filed pursuant to Rules 424(b)
and 424(c) under the  Securities  Act of 1933, as amended.  The  Prospectus  was
filed as part of Registrant's  Registration  Statement on Form S-11,  Commission
File No. 33-6412 (the "Registration Statement") pursuant to which the Units were
registered. Due to Integrated's financial difficulties, Registrant suspended its
public offering of Units in October 1989 and, in accordance with the Prospectus,
terminated  its  public  offering  on June 29,  1990.  Before  this  suspension,
Registrant accepted  subscriptions for 77,901 of such Units (including the Units
sold to the initial  limited  partner) for an aggregate of  $19,475,250 in gross
proceeds,  resulting in net proceeds  from the  offering of  $17,284,566  (gross
<PAGE>
proceeds of $19,475,250 less organization and offering costs of $2,190,684). All
underwriting  and sales  commissions  were paid by Registrant.  In addition,  on
December 19,  1990,  Integrated  purchased  18,571 units which were not publicly
registered  pursuant to its  obligation to provide  Registrant  with  sufficient
funds to repay Registrant's  unsecured loans (the "Short Term Loans") from three
unaffiliated lenders (the "Banks").  Integrated's  purchase was made pursuant to
an agreement among  Integrated,  Registrant and the Banks in connection with the
settlement of various claims among the parties.  The  aforementioned  Units were
sold by Integrated,  as a part of the same  transaction,  to the Banks that held
the Short-Term Loans. On February 4, 1991, one of the Banks sold its 8,361 Units
back to Integrated,  and effective April 1, 1993 one of the Banks sold its 8,998
Units to Equity  Resources  Fund XIV, L.P. See Item 12,  "Security  Ownership of
Certain Beneficial Owners and Management."

For the years ended  December  31,  1996,  1995 and 1994,  revenues  from Sierra
Marketplace accounted for 97.2%, 97.3% and 98.0% of Registrant's gross revenues,
respectively,  with interest and other income accounting for the remaining 2.8%,
2.7% and 2.0%, respectively, of Registrant's revenues in each of such years.

Sierra Marketplace

On February  10, 1989,  Registrant  purchased  from Sierra  Virginia,  Inc.,  an
unaffiliated third party (the "Seller"),  Sierra Marketplace, a community retail
shopping  center  completed  in October 1988 and situated on 18.67 acres of land
located in the southern portion of Reno, Nevada.  Sierra Marketplace consists of
two main buildings and three "out parcel"  structures  containing  approximately
233,000  square feet of net leasable  area.  The property was 90.2% leased to 32
tenants as of March 1, 1997, as more specifically described immediately below.
Registrant acquired fee title to the property subject to the first mortgage also
described below.

Sierra  Marketplace  contained  32 tenants as of March 1, 1997.  Three  tenants,
Smith's Management Corp., Levitz Furniture Store and Good Guys, Inc.,  comprised
in the aggregate  approximately 57.2% of the total rental revenues, and each had
rental revenues greater than 10% of the total.

1)       Smith's Management Corp., a large food and drug store,  occupies 68,972
         square feet of space and has a lease agreement with Sierra  Marketplace
         that extends  through mid 2008. The rental revenue  provided by Smith's
         Management  Corp.  comprised  approximately  20.8% of the total  rental
         revenue.

2)       Levitz  Furniture  Store occupies 52,660 square feet of space and has a
         lease agreement with Sierra  Marketplace  that extends through the year
         2008.  The  rental  revenue  provided  by  Levitz  Furniture  Store was
         approximately 16.9% of the total rental revenue.

3)       Good Guys, Inc., a consumer  electronics store,  occupies 16,961 square
         feet of space and has a lease  agreement with Sierra  Marketplace  that
         extends  through  the year 2003.  The rental  revenue  provided by Good
         Guys, Inc. was approximately 19.5% of the total rental revenue.
<PAGE>
No tenants of Sierra Marketplace were affiliated with Registrant.

The purchase price for Sierra  Marketplace was  $24,812,000,  excluding  closing
costs of $172,598. This amount was paid by Registrant as follows: $18,312,000 in
cash and  $6,500,000  was financed  with a zero coupon first  mortgage loan (the
"RAM 2 Loan") from  Resources  Accrued  Mortgage  Investors 2 L.P.  ("RAM 2"), a
public limited partnership  sponsored by Integrated.  Approximately  one-half of
the cash  portion of the purchase  price was financed  using the proceeds of the
three Short-Term Loans from the Banks,  with such Short-Term Loans guaranteed by
Integrated.  Registrant  obtained the Short-Term  Loans because,  at the time of
closing, it had not yet raised enough capital from the proceeds from the sale of
Units to fund the acquisition of Sierra Marketplace. The Short-Term Loans, which
were  originally  in the amount of  $9,151,003,  were  partially  repaid using a
portion of the net offering  proceeds  raised  subsequent to the  acquisition of
Sierra  Marketplace,  and the  remainder  was paid on December  19, 1990 using a
portion of the net proceeds raised from the sale of Units to Integrated pursuant
to the settlement agreement. Financing

RAM Loan

The RAM 2 Loan is a $6,500,000  12-year,  zero-coupon  first mortgage loan, and,
except as set forth below,  no payments of interest or principal are due thereon
until  maturity.  The RAM 2 Loan bears  interest at the rate of 11.22% per annum
compounded  monthly and will be due and payable on February 28,  2001,  together
with  additional  interest,  if any,  as  described  below.  The amount due upon
maturity  of the  RAM 2 Loan  will  be  $24,966,653,  not  including  additional
interest.  The RAM Loan may not be prepaid,  except in the event of condemnation
or casualty of the Sierra  Marketplace  property,  until after the expiration of
its tenth year. After such ten years, it may be prepaid,  in whole only, for the
remainder of its term without penalty or premium.

Pursuant to the terms of the RAM 2 Loan,  additional  interest may be payable in
an amount  equal to 23.9% of the  appreciation  in value of  Sierra  Marketplace
after payment of a specified  return to Registrant  and is due on the earlier of
the  maturity  date or the date the RAM 2 Loan is prepaid  in whole.  Registrant
believes,  based upon current market conditions,  that it is unlikely Registrant
will receive a return on Sierra  Marketplace  which would require the payment of
additional  interest.   The  maximum  annual  rate  of  interest  including  the
additional  interest will not exceed 16% compounded  annually.  The terms of the
RAM 2 Loan  additionally  require  Registrant  to  provide  RAM 2 with a current
appraisal of Sierra Marketplace upon RAM 2's request. If it is determined, based
upon the requested appraisals,  that the sum of (i) the principal balance of the
RAM 2 Loan  plus all  other  then  outstanding  indebtedness  secured  by Sierra
Marketplace  and (ii) all accrued and unpaid  interest in excess of 5% per annum
of the principal  balance of such mortgages  exceeds 85% of the appraised  value
(which  event  could  possibly  occur in a few years),  an amount  equal to such
excess shall become  immediately due and payable to RAM 2. In the event that RAM
2 insisted  upon such payment,  Registrant  might not have the liquidity to make
such payment.  In that event,  Registrant  would attempt to negotiate  terms for
such  payment  (which  could  include  the  reduction  or  elimination  of  cash
distributions),  but could be forced to sell the property or seek other  relief,
including  protection  under  the  bankruptcy  laws,  and  in  any  event  might
ultimately lose its investment in the property. Registrant provided an appraisal
to RAM 2 in 1994 and the appraisal  indicated  that no  additional  amounts were
due.
<PAGE>
Locale and Competition

Registrant  believes that there are  approximately  7.17 million  square feet of
retail space in the Reno area,  including  two regional  malls and 61 community,
neighborhood  and strip centers.  Sierra  Marketplace is located in the southern
section of Reno, which is well-developed  commercially along major thoroughfares
with substantial  residential  development along secondary streets.  The primary
trade area is considered affluent to middle class. Although there is little room
left for  significant  new competing  development in the immediate  geographical
vicinity,  the competition for non-anchor  tenants  (including  existing tenants
whose leases expire) is strong among existing  centers due to the overall market
vacancy  for this type of space.  In  addition,  a portion of the space left for
development  in the  immediate  geographic  vicinity  is  utilized  by a  center
predominantly  tenanted by large anchor tenants of approximately  700,000 square
feet.  Approximately  10% of the  space  is  available  to  non-anchor  tenants.
Generally,  as a result of current  real estate  market  conditions,  new leases
being signed at Sierra Marketplace are at lower per-square-foot amounts than the
expiring leases.

Employees

Registrant  does not have any  employees.  Services are currently  performed for
Registrant by the Managing General Partner and Resources Supervisory  Management
Corp., an affiliate of the Managing General Partner  ("Resources  Supervisory").
Certain  services are performed for Resources  Supervisory by CB Commercial Real
Estate  Group,  Inc.,  an  unaffiliated  management  company ("CB  Commercial").
Wexford currently performs accounting,  secretarial, transfer and administrative
services  for  Registrant,  and  Registrant  pays its pro rata  portion  of such
services.
Wexford also  performs  similar  services for other  affiliates  of the Managing
General Partner.


Item 2.          Properties

For a description  of  Registrant's  property,  see Item 1,  "Business -- Sierra
Marketplace" above.


Item 3.          Legal Proceedings

None


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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year covered by this report  through the  solicitation  of
proxies or otherwise.
<PAGE>
PART II


Item 5.          Market for Registrant's Securities and Related Security Holder
                 Matters

There is no established public trading market for the Units of Registrant and it
is not anticipated that a public market for the Units will develop.

In 1987, the U.S.  Congress  adopted certain rules  concerning  "publicly traded
partnerships."  Beginning in 1998, the effect of being  classified as a publicly
traded  partnership  would be that income  produced by the  Registrant  would be
taxed as a  corporation.  On November 29, 1995,  the  Internal  Revenue  Service
adopted final  regulations  ("Final  Regulations")  describing when interests in
partnerships will be considered to be publicly traded.  The Final Regulations do
not take effect with respect to existing  partnerships  until the year 2006. Due
to the nature of the  Registrant's  income and to the low volume of transfers of
Units, it is not  anticipated  that the Registrant will be treated as a publicly
traded partnership under currently applicable rules and interpretations or under
the Final Regulations.

There are certain  restrictions set forth in the Limited  Partnership  Agreement
which  may limit the  ability  of a limited  partner  to  transfer  Units.  Such
restrictions  could  impair the ability of a limited  partner to  liquidate  its
investment in the event of an emergency or for any other reason.

As of  March  1,  1997,  there  were  approximately  1,480  holders  of Units of
Registrant,  owning an aggregate of 96,472 Units (including 10 Units held by the
initial Limited Partner).

Quarterly  Distributions per Unit of Registrant for periods during 1996 and 1995
were as follows:
<TABLE>
<CAPTION>
    Distribution with
    Respect to Quarter Ended       Amount of Distribution Per Unit
    ---------------------------  ------------------------------------  
                                       1996               1995
    ---------------------------  ------------------------------------
<S>                               <C>                 <C>                          
    March 31                      $       3.13        $       3.13
    ---------------------------  ------------------------------------
    June 30                       $       3.13        $       3.13
    ---------------------------  ------------------------------------
    September 30                  $       3.13        $       3.13
    ---------------------------  ------------------------------------
    December 31                   $       3.13        $       3.13
    ---------------------------  ------------------------------------
</TABLE>

During 1996 and 1995,  the source of  distributions  was derived  from cash flow
from operations.

There are no material legal  restrictions  set forth in the Limited  Partnership
Agreement upon  Registrant's  present or future  ability to make  distributions.
See,  however,  Item 7,  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of  Operations"  for a discussion of financial  conditions
affecting Registrant's ability to make distributions in the future.
<PAGE>
Item 6.                      Selected Financial Data

<TABLE>
<CAPTION>
                                                                 Year ended December 31,
                               ------------------------------------------------------------------------------------
                                    1996              1995              1994              1993              1992
                               ------------      ------------      -------------     ------------      ------------ 
<S>                            <C>               <C>               <C>               <C>               <C>
Revenues .................     $  2,637,022      $  2,632,230      $  2,477,410      $  2,321,894      $  2,269,592
Net Loss .................     $   (640,184)     $   (442,098)     $   (357,863)     $   (298,167)     $   (255,179)
Net (Loss) Per Unit (1) ..     $      (6.57)     $      (4.54)     $      (3.67)     $      (3.06)     $      (2.62)
Distributions Per Unit (1)     $      12.52      $      12.52      $      12.50      $      12.50      $      11.24
Long-term Obligations (2)      $ 15,691,865      $ 14,030,719      $ 12,548,175      $ 11,222,229      $ 10,036,393
Total Assets .............     $ 24,485,903      $ 24,652,234      $ 24,814,694      $ 25,186,722      $ 25,272,006

(1) Calculated based upon the weighted average number of Units outstanding.

(2) Consisting of the principal amount of the RAM 2 Loan plus deferred  interest
thereon.
</TABLE>


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

Liquidity and Capital Resources

Registrant's  sole  property is a  community  shopping  center  located in Reno,
Nevada  containing  approximately  233,000  square  feet of net  rentable  area.
Registrant's  public  offering  commenced  on  June  29,  1988  and,  as of  its
termination on June 29, 1990,  Registrant had accepted  subscriptions for 77,891
Units (not including  Units held by the initial  limited  partner) for aggregate
proceeds of $17,282,066  (gross proceeds of $19,472,750  less  organization  and
offering costs aggregating $2,190,684). Registrant had committed 100% of its net
proceeds  available for  investment to the Sierra  Marketplace  acquisition.  In
addition,  pursuant to a settlement  agreement,  on December 19, 1990 Registrant
settled  all claims  with  respect to its  Short-Term  Loans.  As a part of this
transaction,  Registrant  sold  18,571  unregistered  units  to  Integrated  for
aggregate  net  proceeds  of  $4,120,441  (gross  proceeds  of  $4,642,750  less
organization  and offering costs  aggregating  $522,309) who in turn, sold these
units to  Registrant's  three bank  creditors.  On February 4, 1991,  Integrated
purchased all of the 8,361 units owned by one of the banks. This transfer became
effective  on April 1,  1991.  Effective  January  1,  1995,  these  units  were
transferred to XRC Corp., the bankruptcy successor to Integrated.

Registrant uses working capital  reserves set aside from the net proceeds of its
public  offering  and  undistributed  cash flow from  operations  as its primary
measure of liquidity.  Registrant's working capital reserves initially consisted
of 5% of the gross proceeds from its public  offering that were set aside. As of
December 31, 1996,  working capital reserves are $1,454,000 which may be used to
fund capital  expenditures,  insurance,  real estate taxes, and distributions to
partners.  All of the above expenditures made during the year ended December 31,
1996 were funded from cash flow from operations.
<PAGE>
For 1996, Registrant paid distributions of cash flow from operations to Partners
on a  quarterly  basis  aggregating  a  5%  return  on  the  Partner's  original
investment.  For the quarter  ended  December  31, 1996,  Registrant  declared a
distribution  of cash flow from operations to Partners which was consistent with
the prior three quarterly  distributions  representing a 5% annualized return on
the  Partners'  original  investment.  The final quarter  distribution  was paid
subsequent to December 31, 1996. Future  distributions  will depend upon results
from  operations.  Although there are three tenants that each accounted for more
than 10% of the total rental revenues of Sierra  Marketplace,  Registrant's sole
property,  none of their  leases  are due to  expire  before  the year  2003 and
Registrant is not aware of any significant  problems with respect to these three
tenants.  Registrant  intends in the future to  distribute  less than all of its
cash flow from operations,  when appropriate,  to maintain adequate reserves for
capital  improvements  and capitalized  lease  procurement  costs and to be in a
position  to pay RAM 2,  should  a  payment  be  required,  in  accordance  with
Registrant's  mortgage  note.  See Part 1  "Financing  - RAM Loan".  Thus,  cash
distributions might be reduced even if operations continue at the current level.

To the extent that adjusted  cash from  operations  during the  operating  years
exceeds 11% per annum, noncumulative, of original contributions of the offering,
such excess may be retained in a separate reserve account to prepay a portion of
the RAM 2 loan obligations. However, it is unlikely that adjusted cash flow will
exceed such a threshold in the near future.

The Managing  General Partner  believes that cash flow from operations  combined
with  current  working  capital  reserves  will be  sufficient  to  fund  future
essential capital  expenditures.  A significant portion of capital  expenditures
consists of  capitalized  lease  procurement  costs.  Since the level of leasing
activity  cannot be predicted  with any degree of certainty,  Registrant  cannot
accurately  estimate  capital  expenditures  for the remainder of the year,  but
believes that its existing reserves will be sufficient.

Real Estate Market

The real  estate  market  continues  to suffer  from the  effects  of the recent
recession  which included a substantial  decline in the market value of existing
properties.  Furthermore, the competition for non-anchor tenants is strong among
existing centers in the Sierra Marketplace vicinity. This has hindered the lease
up of difficult rear space in Sierra Market Place. These factors may continue to
reduce rental rates. As a result,  Registrant's potential for realizing the full
value of its investment in its property is at increased risk.

Write-down for Impairment

A  write-down  for  impairment  is  recorded  based upon a  quarterly  review of
Registrant's  property.  Real estate property is carried at the lower of cost or
estimated  fair value.  In  performing  the  review,  management  considers  the
estimated  fair value of the  property  based on future cash  flows,  as well as
other factors, such as the current occupancy, the prospects for the property and
the economic situation in the region where the property is located.

Because this  determination of estimated fair value is based upon projections of
future economic events which are inherently  subjective,  the amount  ultimately
realized at  disposition  may differ  materially  from the carrying  value as of
December 31, 1996.
<PAGE>
A write-down is inherently subjective and is based on management's best estimate
of current  conditions and  assumptions  about expected  future  conditions.  No
write-downs  have been required to date. See "Write-down for Impairment" in Note
2 of the Financial Statements.

Results of Operations

1996 vs. 1995

The net loss  increased  for the year ended  December 31, 1996 when  compared to
1995. The increase was a result of a greater increase in costs and expenses than
the slight increase in revenues.

Revenues  increased  slightly for the year ended December 31, 1996 compared with
1995,  primarily  due to an  increase  in rental  income  partially  offset by a
decrease  in other  income.  Rental  revenue  increased  due to an  increase  in
insurance  escalations  at the  property.  Other  income  decreased  due to less
transfer fee income.

Costs and expenses  increased for the year ended December 31, 1996 compared with
the prior year,  primarily due to an increase in mortgage loan interest expense.
Mortgage loan interest expense increased due to the compounding  effect from the
deferral of the interest expense on the zero coupon mortgage.

1995 vs. 1994

The net loss increased for the year ended December 31, 1995 compared to 1994, as
the increase in costs and expenses related to the property exceeded the increase
in revenues.  Revenues  increased  overall for the year ended  December 31, 1995
primarily due to an increase in rental and investment  income.  Rental and other
income  increased due to an increase in rental rates offset by a slightly  lower
occupancy  level.  Short-term  interest  income  increased due to an increase in
interest  rates coupled with an increase in the average funds held in reserve in
comparison to the same period in the prior year. Other income increased slightly
in the current year as a result of fluctuations in transfer fee income.

Costs and expenses  increased  for the year ended  December 31, 1995 compared to
1994 due to  increases  in all  categories  except  general  and  administrative
expenses and property  management fees. Mortgage interest expense increased as a
result of the  compounding  of  deferred  interest  expense  on the zero  coupon
mortgage.  Operating  expenses  increased  in the  aggregate  as a result  of an
increase  in  utility  and  insurance  expense,  offset by all  other  operating
expenses either decreasing or remaining consistent with the prior years. Utility
expenses  increased  due to rate  increases  throughout  the year and  insurance
increased  due to  insurance  premium  increases.  Partnership  management  fees
increased in conjunction with a rate increase in 1995.
Depreciation  and  amortization  expense  increased  due to  increases in tenant
improvements and leasing commissions.

Partnership  management  fees  increased in 1995 compared to 1994 in conjunction
with a rate increase  effective in the third quarter of 1994,  which resulted in
an  overall   increase  of  the  1995   partnership   management   fee  expense.
Administrative  expense  decreased in 1995 due to a decrease in payroll charges,
accounting fees, and rent expenses.  Property  management fees decreased in 1995
as a result of slight  decreases  in billed  revenues  in the  second  and third
quarters of 1995.
<PAGE>
Inflation

Inflation has not had a material impact on Registrant's  operations or financial
condition  during the last three  years and is not  expected  to have a material
impact in the future.
<PAGE>
Item 8.          Financial Statements and Supplementary Data

                            HIGH CASH PARTNERS, L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



                                      INDEX




Independent Auditor's Report                                   

Independent Auditors' Report                                   

Financial statements - years ended
  December 31, 1996, 1995 and 1994

         Balance sheets                                        
         Statements of operations                              
         Statement of partners' equity                         
         Statements of cash flows                              
         Notes to financial statements                         

Schedule III:

         Real estate and accumulated depreciation    

All  other  financial  statement  schedules  are  omitted  because  they are not
applicable or the required  information is shown on the financial  statements or
notes thereto.
<PAGE>



To the Partners of
High Cash Partners, L.P.
Greenwich, Connecticut

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheets of High Cash Partners,  L.P. (a
limited  partnership)  as of  December  31,  1996  and  1995,  and  the  related
statements  of  operations,  partners'  equity and cash flows for the years then
ended. Our audits also included the financial  statement  schedule listed in the
Index at Item 14(a)2.  These  financial  statements and the financial  statement
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to  express  an  opinion  on  the  financial  statements  and
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 High Cash Partners,  L.P. as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.  Also,  in our opinion,  such  financial  statement  schedule,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.







Hays & Company


February 21, 1997
New York, New York

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
High Cash Partners, L.P.

We have audited the accompanying statements of operations,  partners' equity and
cash flows of High Cash Partners,  L.P. (a Delaware limited partnership) for the
year ended  December 31, 1994.  Our audit also included the financial  statement
schedule  listed in the Index at Item  14(a)2 as it  relates  to the year  ended
December  31, 1994.  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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the results of operations and cash flows of High Cash Partners,  L.P.
for the year ended  December  31, 1994 in  conformity  with  generally  accepted
accounting principles.  Also, in our opinion, such financial statement schedule,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly in all material respects the information set forth therein.





March 16, 1995

Deloitte & Touche

<PAGE>
<TABLE>
<CAPTION>
                                HIGH CASH PARTNERS, L.P.

                                     BALANCE SHEETS

                                                                    December 31,
                                                         ------------------------------
                                                              1996              1995 
                                                         ------------      ------------
<S>                                                      <C>               <C>
ASSETS

       Real estate, net ............................     $ 22,465,506      $ 22,869,017
       Cash and cash equivalents ...................        1,774,565         1,407,276
       Other assets ................................           93,509           117,583
       Tenant receivables ..........................           78,929           156,608
       Prepaid insurance premiums ..................           73,394            42,357
       Prepaid real estate taxes ...................             --              59,393
                                                         ------------      ------------

                                                         $ 24,485,903      $ 24,652,234
                                                         ============      ============


LIABILITIES AND PARTNERS' EQUITY

Liabilities
       Mortgage loan payable .......................     $  6,500,000      $  6,500,000
       Deferred interest payable ...................        9,191,865         7,530,719
       Distributions payable .......................          305,007           305,007
       Accounts payable and accrued expenses .......          125,520            90,330
       Due to affiliates ...........................           78,817            80,870
       Tenants' security deposits payable ..........           55,259            55,659
                                                         ------------      ------------

             Total liabilities .....................       16,256,468        14,562,585
                                                         ------------      ------------

Commitments and contingencies (Notes 3, 4, 5 and 8)

Partners' equity
       Limited partners' equity (96,472 units issued
             and outstanding) ......................        8,387,322        10,228,934
       General partners' deficit ...................         (157,887)         (139,285)
                                                         ------------      ------------

             Total partners' equity ................        8,229,435        10,089,649
                                                         ------------      ------------

See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                HIGH CASH PARTNERS, L.P.

                                STATEMENTS OF OPERATIONS



                                                           Year ended December 31,
                                                   1996             1995             1994
                                               -----------      -----------      -----------
<S>                                            <C>              <C>              <C>
Revenues
       Rental income .....................     $ 2,562,666      $ 2,556,124      $ 2,426,071
       Other income ......................           1,640            4,900            3,010
       Interest income ...................          72,716           71,206           48,329
                                               -----------      -----------      -----------

                                                 2,637,022        2,632,230        2,477,410
                                               -----------      -----------      -----------

Costs and expenses
       Mortgage loan interest ............       1,661,146        1,482,544        1,325,946
       Operating .........................         604,082          595,487          544,908
       Depreciation and amortization .....         478,846          476,282          461,663
       Partnership management fees .......         301,475          301,475          271,328
       Administrative ....................         152,073          141,545          148,231
       Property management fees ..........          79,584           76,995           83,197
                                               -----------      -----------      -----------

                                                 3,277,206        3,074,328        2,835,273
                                               -----------      -----------      -----------

Net loss .................................     $  (640,184)     $  (442,098)     $  (357,863)
                                               ===========      ===========      ===========



Net loss attributable to
       Limited partners ..................     $  (633,782)     $  (437,677)     $  (354,284)
       General partners ..................          (6,402)          (4,421)          (3,579)
                                               -----------      -----------      -----------

                                               $  (640,184)     $  (442,098)     $  (357,863)
                                               ===========      ===========      ===========


Net loss per unit of limited partnership
    intinterest6(96,472iunitstoutstanding)     $     (6.57)     $     (4.54)     $     (3.67)
                                               ===========      ===========      ===========


                           See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                   HIGH CASH PARTNERS, L.P.

                                 STATEMENT OF PARTNERS' EQUITY

                         YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996



                                                 General          Limited            Total
                                                Partners'        Partners'          Partners'
                                                 Deficit          Equity             Equity
                                             ------------      ------------      ------------
<S>                                          <C>               <C>               <C>
Balance, January 1, 1994 ...............     $   (106,905)     $ 13,434,625      $ 13,327,720

Net loss - 1994 ........................           (3,579)         (354,284)         (357,863)

Distributions to partners
       ($12.50 per limited partner unit)          (12,180)       (1,205,900)       (1,218,080)
                                             ------------      ------------      ------------

Balance, December 31, 1994 .............         (122,664)       11,874,441        11,751,777

Net loss - 1995 ........................           (4,421)         (437,677)         (442,098)

Distributions to partners
       ($12.52 per limited partner unit)          (12,200)       (1,207,830)       (1,220,030)
                                             ------------      ------------      ------------

Balance, December 31, 1995 .............         (139,285)       10,228,934        10,089,649

Net loss - 1996 ........................           (6,402)         (633,782)         (640,184)

Distributions to partners
       ($12.52 per limited partner unit)          (12,200)       (1,207,830)       (1,220,030)
                                             ------------      ------------      ------------

Balance, December 31, 1996 .............     $   (157,887)     $  8,387,322      $  8,229,435
                                             ============      ============      ============


                              See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            HIGH CASH PARTNERS, L.P.

                                            STATEMENTS OF CASH FLOWS



                                                                         Year ended December 31,
                                                                ---------------------------------------------
                                                                    1996             1995             1994
                                                                -----------      -----------      -----------
<S>                                                             <C>              <C>              <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
       Net loss ...........................................     $  (640,184)     $  (442,098)     $  (357,863)
       Adjustments to reconcile net loss to net cash
             provided by operating activities
                  Deferred interest expense ...............       1,661,146        1,482,544        1,325,946
                  Depreciation and amortization ...........         478,846          476,282          461,663
                  Stepped lease rentals ...................          10,346           13,180          (12,082)
       Changes in assets and liabilities
             Tenant receivables ...........................          77,679         (127,993)          22,055
             Other assets .................................         (13,048)         (20,912)         (10,311)
             Prepaid real estate taxes ....................          59,393             (611)          (1,670)
             Prepaid insurance premiums ...................         (31,037)           3,857          (31,110)
             Accounts payable and accrued expenses ........          35,190           18,817          (14,459)
             Due to affiliates ............................          (2,053)          (5,625)          74,352
             Tenants' security deposits payable ...........            (400)           1,983            2,250
                                                                -----------      -----------      -----------

                  Net cash provided by operating activities       1,635,878        1,399,424        1,458,771
                                                                -----------      -----------      -----------

Cash flows from investing activities
       Additions to real estate ...........................         (48,559)         (17,000)        (153,681)
                                                                -----------      -----------      -----------

Cash flows from financing activities
       Distributions to partners ..........................      (1,220,030)      (1,218,081)      (1,402,254)
                                                                -----------      -----------      -----------

Net increase (decrease) in cash and
       cash equivalents ...................................         367,289          164,343          (97,164)

Cash and cash equivalents, beginning of year ..............       1,407,276        1,242,933        1,340,097
                                                                -----------      -----------      -----------

Cash and cash equivalents, end of year ....................     $ 1,774,565      $ 1,407,276      $ 1,242,933
                                                                ===========      ===========      ===========

                                      See notes to financial statements.
</TABLE>
<PAGE>
                            HIGH CASH PARTNERS, L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


1         ORGANIZATION

         High Cash Partners,  L.P.  (formerly High Income Partners L.P. - Series
         87) (the  "Partnership")  was  formed  in May,  1986,  pursuant  to the
         Delaware  Revised Uniform Limited  Partnership  Act, for the purpose of
         acquiring and operating real estate.  The Partnership will terminate on
         December  31,  2030 or  sooner,  in  accordance  with the  terms of the
         Amended and Restated  Agreement of Limited  Partnership  (the  "Limited
         Partnership Agreement"). The Partnership filed a Form S-11 registration
         statement  with the  Securities  and Exchange  Commission  which became
         effective  on June 29,  1988,  covering an offering of 400,000  limited
         partnership units (subject to an increase if the Underwriter  exercised
         its right to sell an additional 200,000 units) at $250 per unit.

         The Partnership's  public offering terminated on June 29, 1990 at which
         time the  Partnership  had accepted  subscriptions  for 77,901  limited
         partnership  units  (including  those units sold to the initial limited
         partner) for aggregate net proceeds of $17,284,566  (gross  proceeds of
         $19,475,250   less   organization   and  offering   costs   aggregating
         $2,190,684).   The   Partnership   received   $2,500   and  $1,000  for
         contributions  to the Partnership  from the initial limited partner and
         the general partners,  respectively. The Partnership had committed 100%
         of its net proceeds  available for investment to the Sierra Marketplace
         acquisition, a retail shopping center.

         The Partnership sold 18,571  unregistered  limited partnership units to
         Integrated  Resources,  Inc.  ("Integrated")  the former  parent of the
         Managing General Partner of the Partnership, for aggregate net proceeds
         of $4,120,441  (gross  proceeds of  $4,642,750  less  organization  and
         offering costs aggregating $522,309).  Simultaneously,  Integrated sold
         these units to the Partnership's three bank creditors.  The sale of the
         aforementioned  units,  effective  January  1,  1991,  was  part  of  a
         transaction  which enabled the Partnership to repay its unsecured loans
         on December 19, 1990.

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Leases

         The  Partnership  accounts for its leases under the  operating  method.
         Under this method,  revenue is recognized as rentals become due, except
         for stepped leases where revenue is recognized on a straight-line basis
         over the life of the lease.

         Depreciation

         Depreciation  is  computed  using  the  straight-line  method  over the
         estimated useful life of the property, which is approximately 40 years.
         The cost of the property represents the initial cost of the property to
         the  Partnership  plus  acquisition  and  closing  costs.  Repairs  and
         maintenance are charged to operations as incurred.
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


         Write-down for impairment

         A write-down for  impairment is recorded based upon a quarterly  review
         of the property in the Partnership's portfolio. Real estate property is
         carried at the lower of depreciated  cost or estimated  fair value.  In
         performing this review,  management  considers the estimated fair value
         of the property based upon the undiscounted  future cash flows, as well
         as other factors such as the current  occupancy,  the prospects for the
         property and the economic situation in the region where the property is
         located.  Because this  determination  of estimated fair value is based
         upon future economic  events,  the amounts  ultimately  realized upon a
         disposition may differ materially from the carrying value.

         A write-down is inherently  subjective  and is based upon  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future  conditions.  The Partnership may provide for write-downs in the
         future  and  such  write-downs  could be  material.  A  write-down  for
         impairment was not required for the years ended December 31, 1996, 1995
         and 1994.

         Financial statements

         The financial  statements  include only those assets,  liabilities  and
         results of operations which relate to the business of the Partnership.

         Cash and cash equivalents

         For the  purpose  of the  statements  of cash  flows,  the  Partnership
         considers all short-term  investments which have original maturities of
         three months or less to be cash equivalents.

         Substantially  all of the  Partnership's  cash and cash equivalents are
         held at one financial institution.

         Fair value of financial instruments

         The fair value of financial  instruments  is determined by reference to
         market  data  and  other  valuation  techniques  as  appropriate.   The
         Partnership's  financial  instruments include cash and cash equivalents
         and a mortgage loan payable. Unless otherwise disclosed, the fair value
         of financial instruments approximates their recorded values.


         Net loss and distributions per unit of limited partnership interest

         Net loss and distributions per unit of limited partnership interest are
         computed based upon the number of units outstanding (96,472) during the
         years ended December 31, 1996, 1995 and 1994.
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Income taxes

         No provisions have been made for federal, state and local income taxes,
         since they are the personal responsibility of the partners.

         The income tax returns of the Partnership are subject to examination by
         federal,  state and local taxing  authorities.  Such examinations could
         result in adjustments to Partnership losses, which changes could effect
         the income tax liability of the individual partners.

         Reclassifications

         Certain  reclassifications  have been made to the financial  statements
         shown for the prior  years in order to  conform to the  current  year's
         classifications.

         Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management 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 differ
         from those estimates.

3         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The Managing General Partner of the  Partnership,  Resources High Cash,
         Inc.,  was  until  November  3,  1994,  a  wholly-owned  subsidiary  of
         Integrated, at which time, pursuant to the consummation of Integrated's
         Plan of Reorganization, substantially all the assets of Integrated, but
         not the stock of the Managing  General  Partner,  were sold to Presidio
         Capital  Corp.  ("Presidio").  Presidio  is also  the  parent  of other
         corporations  that are, or may be in the future,  engaged in businesses
         that may be in competition with the Partnership. Accordingly, conflicts
         of  interest  may  arise  between  the   Partnership   and  such  other
         businesses.

         Effective  April  1,  1991,  Integrated  purchased,  in an  arms-length
         transaction from an unaffiliated third party, 8,361 limited partnership
         units.  Effective  January  1, 1995  pursuant  to the  consummation  of
         Integrated's  Plan of  Reorganization,  these units were transferred to
         XRC  Corp.  For the  years  ended  December  31,  1996,  1995  and 1994
         Integrated and/or XRC Corp. earned quarterly  distributions  from those
         units of $104,680, $104,680 and $104,513, respectively.
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

3         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES 
         (continued)

         Wexford  Management  Corp.  had been engaged to perform  management and
         administrative  services  to  Presidio,  XRC Corp.  and its  direct and
         indirect  subsidiaries as well as the Partnership.  Wexford  Management
         Corp. was engaged to perform similar  services for other entities which
         may be in competition with the Partnership.  Effective January 1, 1996,
         Wexford  Management  Corp.,  formerly  Concurrency   Management  Corp.,
         assigned  its  agreement  to  provide   management  and  administrative
         services to Presidio and its  subsidiaries  to Wexford  Management  LLC
         ("Wexford").  During 1996,  amounts paid to Wexford for  management and
         administrative   services  provided  to  the  Partnership  amounted  to
         $46,226.

         In December,  1994,  Fourth Group Partners  notified the Partnership of
         its withdrawal as Associate  General  Partner.  The  withdrawal  became
         effective  on  February  28,  1995.  Upon  the  effective  date  of the
         withdrawal,  Presidio  AGP Corp.,  a Delaware  corporation,  which is a
         subsidiary of Presidio, became the Associate General Partner.

         Affiliates  of the  General  Partners  are also  engaged in  businesses
         related to the acquisition and operation of real estate.  An affiliated
         partnership,  Resources  Accrued  Mortgage  Investors 2 L.P. ("RAM 2"),
         whose managing  general partner is also owned by Presidio,  made a zero
         coupon first mortgage loan to the Partnership and conflicts could arise
         with respect to such loan (Note 5).

         The  Partnership  has entered into a supervisory  management  agreement
         with Resources Supervisory Management Corp. ("Resources  Supervisory"),
         an  affiliate  of the  Managing  General  Partner,  to perform  certain
         functions  related to the management of the property.  A portion of the
         property management fees payable to Resources  Supervisory were paid to
         an unaffiliated management company which was engaged for the purpose of
         performing the  management  functions for certain  properties.  For the
         years ended December 31, 1996, 1995 and 1994, Resources Supervisory was
         entitled to receive  $79,584,  $76,995 and  $83,197,  respectively,  of
         which  $65,364,  $56,666  and  $61,095,  respectively,  was paid to the
         unaffiliated management company.

         For  managing  the affairs of the  Partnership,  the  Managing  General
         Partner is  entitled  to  receive a  partnership  management  fee in an
         annual amount equal to a percentage of the gross  offering  proceeds as
         follows:  1/8% until the third  anniversary  date of the  offering;  1%
         until the sixth anniversary and 1.25%  thereafter.  For the years ended
         December 31, 1996,  1995 and 1994,  the  Managing  General  Partner was
         entitled to a  partnership  management  fee of  $301,475,  $301,475 and
         $271,328, respectively.

         The General  Partners  are  allocated 1% of the net income or losses of
         the Partnership and are also entitled to receive 1% of distributions.
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4         REAL ESTATE

         Real estate assets represent the Partnership's sole acquisition, Sierra
         Marketplace,  a community marketplace located in Reno, Nevada which was
         purchased by the Partnership on February 10, 1989, and is summarized as
         follows:
<TABLE>
<CAPTION>
                                                     1996                1995
                                                 -----------         ----------- 
<S>                                              <C>                 <C>
Land ...................................         $ 8,868,859         $ 8,868,859
Building and improvements ..............          17,065,377          17,016,818
                                                 -----------         -----------
                                                  25,934,236          25,885,677
Less accumulated depreciation ..........           3,468,730           3,016,660
                                                 -----------         -----------

                                                 $22,465,506         $22,869,017
                                                 ===========         ===========
</TABLE>
         The land,  building and improvements are collateralized by the mortgage
         payable.

         During 1996 and 1995, three tenants each accounted for in excess of 10%
         of the  Partnership's  rental  revenues.  Such  tenants  accounted  for
         approximately  20.8%,  19.5% and 16.9% during 1996 and 20.6%, 19.3% and
         16.7%  during  1995 with leases  expiring  in the years 2008,  2003 and
         2008, respectively.

         Minimum  future  rental  payments   receivable,   excluding   operating
         escalations and other charges,  due from tenants  pursuant to the terms
         of  existing   noncancelable   leases  as  of  December  31,  1996  are
         approximately as follows:
<TABLE>
<CAPTION>
<S>                                                               <C>
                      Year ending December 31,        

                             1997                                 $ 2,025,000
                             1998                                   1,837,000
                             1999                                   1,454,000
                             2000                                   1,363,000
                             2001                                   1,270,000
                             Thereafter                             7,055,000
                                                                  -----------

                                                                  $15,004,000
                                                                  =========== 
</TABLE>
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

5         MORTGAGE LOAN PAYABLE

         The mortgage loan payable  represents a zero coupon first mortgage loan
         held by RAM 2, a public limited partnership  sponsored by affiliates of
         the General  Partners.  The mortgage loan bears interest at the rate of
         11.22% per annum, compounded monthly. The principal balance, along with
         deferred interest thereon, which is estimated to aggregate $24,966,653,
         is due on February  28,  2001.  The  mortgage  loan may not be prepaid,
         except  in the  event of  condemnation  or  casualty,  until  after the
         expiration  of the  tenth  year of the  mortgage  loan  and then may be
         prepaid,  in whole only, for the remainder of the term without  penalty
         or premium.

         In accordance with the terms of the mortgage,  additional  interest may
         be  payable  equal  to 23.9% of the  appreciation  in the  value of the
         property after payment of a specified return to the Partnership.

         The maximum annual rate of interest, including the additional interest,
         is not to exceed 16%  compounded  annually and is due on the earlier of
         the  maturity   date  or  the  date  the  mortgage   loan  is  prepaid.
         Additionally, the terms of the mortgage loan require the Partnership to
         provide RAM 2 with a current  appraisal  of the  property  upon RAM 2's
         request. If it is determined, based upon the requested appraisals, that
         the sum of (i) the  principal  balance  of the  mortgage  loan plus all
         other then  outstanding  indebtedness  secured by the property and (ii)
         all  accrued  and  unpaid  interest  in  excess  of 5% per annum of the
         principal  balance  of such  mortgages,  exceeds  85% of the  appraised
         value, an amount equal to such excess shall become  immediately due and
         payable to RAM 2. In the event that RAM 2 insisted  upon such  payment,
         the Partnership  might not have the liquidity to make such payment.  In
         such event,  the Partnership  would attempt to negotiate terms for such
         payment  (which  could  include the  reduction or  elimination  of cash
         distributions  to the  partners),  but  could  be  forced  to sell  the
         property  or  seek  other  relief,   including   protection  under  the
         bankruptcy  laws, and in any event might ultimately lose its investment
         in the property.

6         DISTRIBUTIONS PAYABLE

         Distributions payable are as follows:
<TABLE>
<CAPTION>
                                                   December 31,
                                            -------------------------
                                               1996            1995
                                            ---------       --------- 
<S>                                         <C>             <C>
                      Limited partners      $ 301,957       $ 301,957
                      General partners          3,050           3,050
                                            ---------       --------- 
                                            $ 305,007       $ 305,007
                                            =========       =========
</TABLE>
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

6         DISTRIBUTIONS PAYABLE Continued)

         Distributions were paid in the quarters subsequent to December 31, 1996
         and 1995, respectively.

7         DUE TO AFFILIATES

         The amounts due to affiliates are as follows:
<TABLE>
<CAPTION>

                                                              December 31,
                                                      ------------------------ 
                                                         1996            1995
                                                      --------       --------- 
<S>                                                  <C>             <C>
                      Partnership Management Fee     $  75,368       $  75,369
                      Supervisory Management Fee         3,449           5,501
                                                     ---------       --------- 

                                                     $  78,817       $  80,870       
                                                     =========       ========= 
</TABLE>


         Amounts  due to  affiliates  were paid in the  quarters  subsequent  to
         December 31, 1996 and 1995, respectively.

8         STATUS OF INTEGRATED

         On February  13, 1990,  Integrated,  then the sole  shareholder  of the
         Managing General Partner, filed a voluntary petition for reorganization
         under  Chapter  11 of the  United  States  Bankruptcy  Code.  While the
         Integrated   bankruptcy  did  not  directly  affect  the  Partnership's
         operations, it has resulted in certain changes.

         On  August  8,  1994,  the  Bankruptcy   Court   confirmed  a  Plan  of
         Reorganization   (the   "Steinhardt   Plan")   proposed  by  Steinhardt
         Management  Company,  Inc. and the Official  Committee of  Subordinated
         Bondholders   and  on  November  3,  1994,  the  Steinhardt   Plan  was
         consummated.  Presidio  purchased  substantially  all of the  assets of
         Integrated  but not the  stock of the  Managing  General  Partner.  The
         assets not purchased by Presidio in connection with the consummation of
         the  Steinhardt  Plan,  including  the  stock of the  Managing  General
         Partner,  were  transferred  to XRC  Corp.  ("XRC").  XRC,  a  Delaware
         Corporation,  was at the time it was created, a newly formed subsidiary
         of Integrated and,  following the consummation of the Steindhardt Plan,
         is owned 12% by IR Partners,  a general  partnership  and 88% by former
         creditors of Integrated.
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


8         STATUS OF INTEGRATED (continued)

         Subject  to the  rights  of the  Limited  Partners  under  the  Limited
         Partnership  Agreement,  XRC will control the  Partnership  through its
         ownership  of the shares of the  Managing  General  Partner  and, as of
         February 28, 1995,  the Associate  General  Partner.  XRC is managed by
         Presidio Management  Company,  LLC ("Presidio  Management"),  a company
         controlled  by a director of Presidio and XRC.  Presidio  Management is
         responsible  for the day to day  management  of XRC  and,  among  other
         things,  has authority to designate  directors of the Managing  General
         Partner.  In March 1996, Presidio Management assigned its agreement for
         the day-to-day management of XRC to Wexford.

         XRC has elected new  directors  for the  Managing  General  Partner and
         Resources  Supervisory.  However,  one  executive  remains the same and
         certain of Integrated's former employees who performed services for the
         Partnership are now employees of Wexford, which provides administrative
         services to XRC and the Partnership.

9         RECONCILIATION OF NET LOSS AND NET ASSETS PER FINANCIAL STATEMENTS TO 
          TAX BASIS

         The  Partnership  files  its  tax  return  on  an  accrual  basis.  The
         Partnership  has  computed  depreciation  for tax  purposes  using  the
         Modified  Accelerated Cost Recovery System,  which is not in accordance
         with generally accepted accounting principles.  A reconciliation of net
         loss per  financial  statements  to the tax basis of  accounting  is as
         follows:
<TABLE>
<CAPTION>

                                                     Year ended December 31,
                                            ---------------------------------------
                                               1996           1995          1994
                                            ---------      ---------      --------- 
<S>                                         <C>            <C>            <C>
Net loss per financial statements .....     $(640,184)     $(442,098)     $(357,863)

Tax depreciation in excess of financial
statement depreciation ................       (87,846)       (89,976)      (100,464)
                                            ---------      ---------      ---------

Net loss per tax basis ................     $(728,030)     $(532,074)     $(458,327)
                                            =========      =========      =========
</TABLE>
<PAGE>
                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

9         RECONCILIATION OF NET LOSS AND NET ASSETS PER FINANCIAL STATEMENTS TO 
          TAX BASIS (continued)

         The  differences  between the  Partnership's  net assets per  financial
         statements and the tax basis of accounting are as follows:
<TABLE>
<CAPTION>

                                                           December 31,
                                                --------------------------------
                                                     1996               1995
                                                ------------       ------------- 
<S>                                             <C>                <C>
Net assets per financial statements ......      $  8,229,435       $ 10,089,649

Cumulative tax depreciation in excess
of financial statement depreciation ......          (679,037)          (591,191)

Syndication costs ........................         2,712,993          2,712,993
                                                ------------       ------------

Net assets per tax basis .................      $ 10,263,391       $ 12,211,451
                                                ============       ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                      HIGH CASH PARTNERS, L.P.

                                       Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                                          DECEMBER 31, 1996

                                                                         COSTS CAPITALIZED
                                               INITIAL COST TO             SUBSEQUENT TO           GROSS AMOUNT AT WHICH CARRIED AT
                                                PARTNERSHIP                 ACQUISITION                   CLOSE OF PERIOD
                                          ------------------------       -------------------      ----------------------------------
                                                          BUILDING                                           BUILDING
                                                            AND                                                AND
                               ENCUM-                     IMPROVE        IMPROVE    CARRYING                 IMPROVE
DESCRIPTION                    BRANCES         LAND        MENTS          MENTS      COSTS        LAND        MENTS         TOTAL
-----------                    -------         ----        -----          -----      -----        ----        -----         -----
<S>                         <C>           <C>           <C>           <C>           <C>       <C>           <C>          <C>  
Sierra Marketplace
  Retail Shopping Center
  Reno, Nevada              $15,691,865   $ 8,868,859   $16,494,467   $   570,910   $    -    $ 8,868,859   $17,065,377  $25,934,236
                            -----------   -----------   -----------   -----------   -----     -----------   -----------  -----------

<CAPTION>
                                                      HIGH CASH PARTNERS, L.P.

                                 Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (continued) 

                                                          DECEMBER 31, 1996

                                                                         LIFE ON WHICH
                                                                        DEPRECIATION IN
                                              DATE OF                    LATEST INCOME
                            ACCUMULATED       CONSTRUC-     DATE           STATEMENTS
DESCRIPTION                 DEPRECIATION        TION       ACQUIRED        IS COMPUTED            
-----------                 -------------     ---------    --------     ----------------
<S>                         <C>               <C>         <C>           <C>    
Sierra Marketplace       
  Retail Shopping Center                                                Straight-line method
  Reno, Nevada              $   3,468,730      10/88         2/89            40 years
                            -------------      -----         ----            --------

<CAPTION>
                                                                Year ended December 31,
                                                  -------------------------------------------------

                                                       1994              1995             1996
                                                  -------------     -------------     --------------
<S>                                               <C>               <C>               <C>
(A) RECONCILIATION OF REAL ESTATE OWNED

Balance at beginning of year                      $  25,714,996     $  25,868,677     $  25,885,677

Additions during year
     Purchases                                          153,681            17,000            48,559
                                                  -------------     -------------     ------------- 
Balance at end of year                            $  25,868,677     $  25,885,677     $  25,934,236
                                                  -------------     -------------     -------------
<PAGE>
<CAPTION>
                                                                Year ended December 31,
                                                  -------------------------------------------------

                                                       1994              1995             1996
                                                  -------------     -------------     --------------
<S>                                               <C>               <C>               <C>
(B) RECONCILIATION OF ACCUMULATED DEPRECIATION    

Balance at beginning of year                      $   2,130,682     $   2,567,522     $   3,016,660

Additions during year
     Depreciation                                       436,840           449,138           452,070
                                                  -------------     -------------     -------------
Balance at end of year                            $   2,567,522     $   3,016,660     $   3,468,730 
                                                  -------------     -------------     ------------- 

 
Note:  The aggregate cost for income tax purposes is $25,934,236 at December 31,
1996.
</TABLE>
<PAGE>

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

None.
<PAGE>
PART III


Item 10.       Directors and Executive Officers of Registrant

Registrant has no officers or directors.  The Managing  General  Partner manages
and  controls   substantially  all  of  Registrant's  affairs  and  has  general
responsibility and ultimate authority in all matters affecting its business. The
Associate General Partner, in its capacity as such, does not devote any material
amount of its business time and attention to Registrant's affairs.

Based  on a  review  of  Forms  3 and  4 and  amendments  thereto  furnished  to
Registrant  pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"),  during its most recent fiscal year and Forms 5
and amendments  thereto  furnished to Registrant with respect to its most recent
fiscal year and written  representations  received pursuant to Item 405(b)(2)(i)
of Regulation S-K, none of the Managing General  Partner,  directors or officers
of the Managing  General  Partner or  beneficial  owners of more than 10% of the
Units failed to file on a timely basis reports  required by Section 16(a) of the
Exchange  Act during the most  recent  fiscal or prior  fiscal  years.  However,
written  representations  were not  received  from the  partners  of the  former
Associate General Partner.

As of March 1, 1997,  the names and ages of, as well as the  positions  held by,
the officers and directors of the Managing General Partner were as follows:
<TABLE>
<CAPTION>
                                                                                         Has served as a Director and/or 
                                                                                         Officer of the Managing General 
Name                            Age                Positions Held                        Partner since
---------------------------  -----------  --------------------------------------------  ----------------------------------------
<S>                             <C>          <C>                                                <C>
Frederick Simon                 42           Director and President                             February 1996
---------------------------  -----------  --------------------------------------------  ----------------------------------------
Robert Holtz                    29           Director and Vice President                        November 1994, February 1996
---------------------------  -----------  --------------------------------------------  ----------------------------------------
Mark Plaumann                   41           Director and Vice President                        March 1995
---------------------------  -----------  --------------------------------------------  ----------------------------------------
Jay L. Maymudes                 36           Vice President, Secretary and Treasurer            November 1994
---------------------------  -----------  --------------------------------------------  ----------------------------------------
Arthur H. Amron                 40           Vice President and Assistant Secretary             November 1994
---------------------------  -----------  --------------------------------------------  ----------------------------------------
Frank Goveia                    50           Vice President                                     May 1986
---------------------------  -----------  --------------------------------------------  ----------------------------------------
</TABLE>

All of the  directors  will  hold  office  until  the  next  annual  meeting  of
stockholders  of the Managing  General  Partner and until their  successors  are
elected and qualified.

There are no family  relationships  between any executive  officer and any other
executive officer or director of the Managing General Partner.
<PAGE>
Frederick  Simon was a Senior Vice President of Wexford  Management  Corp.  from
November 1995 to December 1995.  Since January 1996, Mr. Simon has been a Senior
Vice President of Wexford. He is also a Vice President of Resurgence  Properties
Inc.  ("Resurgence"),  a company engaged in diversified real estate  activities.
From January 1994  through  November  1995,  Mr. Simon was an  independent  real
estate investor.  From 1984 through 1993, Mr. Simon was Executive Vice President
and a Partner of Greycoat  Real  Estate  Corporation,  the United  States arm of
Greycoat PLC, a London stock  exchange real estate  investment  and  development
company.

Robert  Holtz has been a Vice  President  and  Secretary  of Presidio  since its
formation  in  August  1994 and a Vice  President  and  Assistant  Secretary  of
Resurgence  since its formation in March 1994.  Since January 1, 1996, Mr. Holtz
has been a Senior Vice  President and member of Wexford and was a Vice President
of Wexford  Management  Corp.  from May 1994 to December 1995. From 1989 through
May 1994,  Mr. Holtz was employed  by, and since 1993 was a Vice  President  of,
Bear Stearns Real Estate Group,  Inc.,  where he was  responsible  for analysis,
acquisitions  and management of the assets owned by Bear Stearns Real Estate and
its clients.

Mark Plaumann has served as Director and Vice  President of Presidio since March
1995.  Mr.  Plaumann has been a Senior Vice  President of Wexford  since January
1996.  From February 1995 through  December 1995, Mr. Plaumann had been a Senior
Vice President of Wexford  Management Corp. Mr. Plaumann was employed by Alvarez
and Marsel, Inc. as a Managing Director from February 1990 through January 1995,
by American Healthcare Management Inc. from February 1985 to January 1990 and by
Ernst & Young from January 1973 to February 1985.

Jay L.  Maymudes has been the Chief  Financial  Officer,  a Vice  President  and
Treasurer of Presidio since its formation in August 1994 and the Chief Financial
Officer  and a Vice  President  of  Resurgence  since  July 1994,  Secretary  of
Resurgence since January 1995 and Assistant  Secretary from July 1994 to January
1995.  Since January 1, 1996, Mr. Maymudes has been the Chief Financial  Officer
and a Senior Vice President of Wexford and was the Chief Financial Officer and a
Vice President of Wexford Management Corp. from July 1994 to December 1995. From
December 1988 through June 1994,  Mr.  Maymudes was the Secretary and Treasurer,
and since  February  1990 was the Senior Vice  President of Dusco,  Inc., a real
estate investment advisor.

Arthur H. Amron has been a Vice  President of certain  subsidiaries  of Presidio
since  November  1994.  Since  January  1996,  Mr.  Amron has been a Senior Vice
President  and the  General  Counsel of Wexford.  Also,  from  November  1994 to
December 1995,  Mr. Amron was the General  Counsel and, since March 1995, a Vice
President of Wexford Management Corp. From 1992 through November 1994, Mr. Amron
was an attorney with the law firm of Schulte,  Roth and Zabel.  Previously,  Mr.
Amron was an attorney with the law firm of Debevoise & Plimpton.

Frank Goveia has been the Chief Operating Officer and a Senior Vice President of
Wexford since January 1996.  From July 1994 to December  1995,  Mr. Goveia was a
Vice  President of Wexford  Management  Corp.  Mr.  Goveia was  associated  with
Integrated  from February 1983 to November 1994, and was a Senior Vice President
since 1990, primarily involved in financial reporting and controls.

In December 1994, Fourth Group Partners notified Registrant of its withdrawal as
the Associate  General Partner of Registrant.  The withdrawal  became effective,
after 60 days prior written  notice to Limited  Partners,  on February 28, 1995.
Upon the effective  date of such  withdrawal,  Presidio AGP became the Associate
General Partner.
<PAGE>
The  following is the list of the officers  and  directors of Presidio  AGP, the
Associate General Partner of Registrant:
<TABLE>
<CAPTION>
                                                                                           Has served as a Director and/or
                                                                                           Officer of the Managing General  
Name                            Age          Positions Held                                Partner since
---------------------------  -----------  ----------------------------------------------  ---------------------------------
<S>                             <C>          <C>                                                    <C>
Robert Holtz                    29           Director and President                                 March 1995
---------------------------  -----------  ----------------------------------------------  ---------------------------------
Mark Plaumann                   41           Director and Vice President                            March 1995
---------------------------  -----------  ----------------------------------------------  ---------------------------------
Jay L. Maymudes                 36           Vice President, Secretary and Treasurer                March 1995
---------------------------  -----------  ----------------------------------------------  ---------------------------------
Arthur H. Amron                 40           Vice President and Assistant Secretary                 March 1995
---------------------------  -----------  ----------------------------------------------  ---------------------------------
</TABLE>

See the  biographies  of the above named officers and directors in the preceding
section.

Many of the above officers and directors of the Managing General Partner and the
current  Associate  General  Partner are also officers  and/or  directors of the
general partners of other public partnerships which are affiliated with Presidio
or of subsidiaries of Presidio.


Item 11.       Executive Compensation

Registrant is not required to and did not pay  remuneration  to the officers and
directors  of the  Managing  General  Partner  or of the new  Associate  General
Partner,  nor to the partners of the former Associate  General Partner.  Certain
officers and directors of the Managing General Partner receive compensation from
the  Managing  General  Partner,  XRC  and/or  their  affiliates  (but  not from
Registrant) for services  performed for various affiliated  entities,  which may
include services performed for Registrant; however, the Managing General Partner
believes that any compensation attributable to services performed for Registrant
is not material. See Item 13, "Certain Relationships and Related Transactions."


Item 12.       Security Ownership of Certain Beneficial Owners and Management

As of March 1, 1997,  only the following  persons were known by Registrant to be
the beneficial owners of more than 5% of Registrant's Units:
<TABLE>
<CAPTION>
                                                                        % of Units                                   
       Limited Partner                     # of Units Owned            Outstanding
<S>                                              <C>                      <C>
---------------------------------------------------------------------------------- 
XRC Corp. (1)                                    8,361                    8.7%
c/o  Wexford  Management  LLC 
411 West  Putnam
Avenue Greenwich, CT 06830
---------------------------------------------------------------------------------- 
Equity Resources Fund XIV                        8,998                    9.3%
Limited Partnership (2)
14 Story Street
Cambridge, MA  02138
---------------------------------------------------------------------------------- 
<PAGE>
(1)      Effective January 1, 1995, pursuant to the consummation of Integrated's
         bankruptcy, the Units were transferred by Integrated to XRC. Integrated
         had  previously  purchased  all of the  Units  owned by First  American
         National Bank of Tennessee ("FANB  Tennessee"),  one of the three banks
         that held a Short-Term Loan, on February 4, 1991, at a price of $45 per
         Unit for an aggregate purchase price of $376,245.  This transfer became
         effective on April 1, 1991.  FANB  Tennessee  originally  purchased its
         Units from  Integrated  pursuant to a settlement  agreement dated as of
         October  17,  1990  among  Registrant,  Integrated  and the Banks  (the
         "Settlement Agreement").

(2)      Equity  Resources Fund XIV Limited  Partnership  purchased all of these
         Units from FIB  Washington  on  February  8,  1993.  The  transfer  was
         effective as of April 1, 1993. FIB Washington had originally  purchased
         all of these Units from Integrated pursuant to the Settlement Agreement
         at a price  of  $203.75  per Unit for an  aggregate  purchase  price of
         $1,833,342.50.
</TABLE>

As of March 1, 1997,  neither of the General  Partners nor their  directors  and
officers was known by Registrant to beneficially  own any Units of Registrant or
shares of XRC, the parent of the Managing General Partner.

As of March 1, 1997, there were 10,000,000 shares of outstanding common stock of
XRC (the "Shares").  The following table sets forth certain information known to
Registrant  with respect to  beneficial  ownership of the Shares,  U.S. $.01 par
value as of November 3, 1994 by each person who beneficially  owns 5% or more of
the Shares $.01 par value.  The  shareholders  of XRC are  entitled to elect the
five members of XRC's Board of Directors.
<TABLE>
<CAPTION>
                                                      Beneficial Ownership
Name of Beneficial Owner                     Number of Shares      Percentage Outstanding
----------------------------------  ------------------------------------------------------
<S>                                           <C>                          <C>
IR Partners                                   1,200,000 (1)                12.0%
----------------------------------  ------------------------------------------------------
Thomas F. Steyer/Fleur A. Fairman             2,333,719 (2)                23.3%
----------------------------------  ------------------------------------------------------
John M. Angelo/Michael L. Gordon              1,196,804 (3)                11.9%
----------------------------------  ------------------------------------------------------


(1)    IR  Partners  is  a  general   partnership  whose  general  partners  are
       Steinhardt Management Company Inc. ("Steinhardt Management"),  certain of
       its  affiliates  and  accounts  managed by it and  Roundhill  Associates.
       Roundhill  Associates is a limited  partnership  whose general partner is
       Charles E. Davidson,  the Chairman of the Board of Presidio.  Pursuant to
       Rule  13d-3  under the  Exchange  Act,  each of Michael  Steinhardt,  the
       controlling  person of  Steinhardt  Management  and its  affiliates,  and
       Charles  E.  Davidson  may be  deemed  to be  beneficial  owners  of such
       1,200,000 shares.


       The address of IR Partners and Michael  Steinhardt  and his affiliates is
       605 Third Avenue,  33rd Floor,  New York, New York 10158;  the address of
       Charles E.  Davidson  is c/o Wexford  Management  LLC,  411 West  Pentium
       Avenue, Greenwich, CT 06830.
<PAGE>
(2)    As the  managing  partners of each of  Farallon  Capital  Partners,  L.P.
       ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon
       Capital Institutional Partners II, L.P. ("FCIP II") and Tinicum Partners,
       L.P. ("Tinicum"),  (collectively, the "Farallon Partnerships"),  may each
       be deemed to own  beneficially for purposes of Rule 13d-3 of the Exchange
       Act  the   1,397,318,   1,610,730,   607,980  and  241,671  shares  held,
       respectively, by each of such Farallon Partnerships.

       Farallon Capital  Management,  LLC ("FCMLLC"),  the investment advisor to
       certain discretionary accounts which collectively hold 695,861 shares and
       Enrique H.  Boilini,  David I. Cohen,  Joseph F.  Downes,  Jason M. Fish,
       Andrew B. Fremder, William F. Mellin, Steven L. Millham, Meridee A. Moore
       and Thomas F. Steyer, as a managing member of FCMLLC  (collectively,  the
       "Managing  Members") may be deemed to be the  beneficial  owner of all of
       the shares owned by such discretionary accounts. FCMLLC and each Managing
       Member disclaims any beneficial ownership of such shares.

       Farallon Partners,  LLC ("FPLLC") (the general partner of FCP, FCIP, FCIP
       II and Tinicum),  and each of Fleur A. Fairman,  Mr. Boilini,  Mr. Cohen,
       Mr. Downes, Mr. Fish, Mr. Fremder, Mr. Mellin, Mr. Millham, Ms. Moore and
       Mr. Steyer, each as managing member of FPLLC (collectively, the "Managing
       Members"),  may be deemed to be the beneficial owner of all of the shares
       owned by FCP, FCIP,  FCIP II and Tinicum.  FPLLC and each managing Member
       disclaims any beneficial ownership of such shares.

(3)    John  M.  Angelo  and  Michael  L.  Gordon,   the  general  partners  and
       controlling persons of AG Partners, L.P., which is the general partner of
       Angelo,  Gordon & Co., L.P., may be deemed to have  beneficial  ownership
       under  Section 13(d) of the Exchange Act of the  securities  beneficially
       owned by Angelo, Gordon & Co., L.P. and its affiliates.  Angelo, Gordon &
       Co., L.P., a registered investment advisor,  serves as general partner of
       various  limited  partnerships  and as investment  advisor of third party
       accounts with power to vote and direct the  disposition of Class A Shares
       owned by such limited partnerships and third party accounts.

       The address of Thomas F. Steyer and the other  individuals  mentioned  in
       footnote  1 to the table  above  (other  than  Fleur A.  Fairman)  is c/o
       Farallon  Capital  Partners,  L.P.,  One Maritime  Plaza,  San Francisco,
       California  94111 and the  address of Fleur A.  Fairman  is c/o  Farallon
       Capital  Management,  Inc., 800 Third Avenue,  40th Floor,  New York, New
       York 10022. The address of Angelo, Gordon and Co., L.P. and its affiliate
       is 245 Park Avenue, 26th Floor, New York, NY 10167.
</TABLE>
<PAGE>
Item 13.       Certain Relationships and Related Transactions

The General Partners and certain affiliated entities have, during the year ended
December 31, 1996, earned or received compensation or payments for services from
or with respect to Registrant as follows:
<TABLE>
<CAPTION>
  Name of Recipient                                   Capacity in Which Served                          Compensation
  --------------------------------------------------  --------------------------------------------  ------------------
<S>                                                   <C>                                               <C>
  Resources High Cash, Inc. (1)                       Managing General Partner                          $    313,555
  --------------------------------------------------  --------------------------------------------  ------------------
  Resources Supervisory Management Corp. (2)          Affiliated Supervisory Management Company
  --------------------------------------------------  --------------------------------------------  ------------------
  Presidio AGP Corp. (3)                              Associate General Partner                         $        120
  --------------------------------------------------  --------------------------------------------  ------------------


(1)    (i) $12,080  represents the Managing General  Partner's share of adjusted
       cash  from   operations  and  (ii)  $301,475   represents  a  partnership
       management fee earned by the Managing General Partner. Furthermore, under
       Registrant's  Partnership Agreement,  .99% of the net income and net loss
       of  Registrant  is allocated to the Managing  General  Partner.  Pursuant
       thereto, for the year ended December 31, 1996, $7,207 of Registrant's tax
       loss was allocated to the Managing General Partner.

(2)    This amount was earned  pursuant to a  supervisory  management  agreement
       with Registrant for performance of certain  functions related to property
       management.  The total fee  earned by  Resources  Supervisory  Management
       Corp.  was  $79,584  of  which  $65,364  was paid to CB  Commercial,  the
       unaffiliated  property  management  company  that  performs  services for
       Resources Supervisory Management Corp.

(3)    This amount  represents the Associate General Partner's share of adjusted
       cash from  operations.  For the year  ended  December  31,  1996,  $73 of
       Registrant's  tax loss was  allocated to the  Associate  General  Partner
       pursuant to  Registrant's  Partnership  Agreement (the Associate  General
       Partner is entitled  to receive  .01% of  Registrant's  net income or net
       loss).
</TABLE>
<PAGE>
PART IV


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

(a)(1)   Financial Statements: See "Index to Financial Statements" in Item 8.

(a)(2)   Financial Statement Schedules:  See "Index to Financial  Statements" in
         Item 8.

(a)(3)   Exhibits:



3.       (a) Second  Amended and Restated  Partnership  Agreement  ("Partnership
         Agreement") of Registrant,  incorporated  by reference to Exhibit 3D to
         Amendment  No. 2 to  Registrant's  Registration  Statement on Form S-11
         filed on June 24,  1988  (Reg.  No.  33-6412)  (hereinafter  the  "Form
         S-11").

               (b)    Amended and Restated Certificate of Limited Partnership of
                      Registrant, incorporated by reference to Exhibit 3C to the
                      Form S-11.

               (c)    Amendment  to  Partnership   Agreement,   incorporated  by
                      reference  to  Supplement  No. 1 dated  August 19, 1988 to
                      Registrant's Prospectus filed pursuant to Rules 424(b) and
                      424(c) (Reg. No. 33-6412).

10.      (a)  Management  Services  Agreement  between  Registrant and Resources
         Property Management Corp.,  incorporated by reference to Exhibit 10B to
         Amendment No. 2 to the Form S-11.

               (b)    Acquisition  and  Disposition   Services  Agreement  among
                      Registrant,  Realty  Resources  Inc.,  and Resources  High
                      Cash, Inc., incorporated by reference to Exhibit 10.(b) of
                      Registrant's  Report  on  Form  10-K  for the  year  ended
                      December 31, 1988 (hereinafter the "1988 10-K").

               (c)    Agreement  among  Resources  High Cash,  Inc.,  Integrated
                      Resources, Inc. and Fourth Group Partners, incorporated by
                      reference to Exhibit 10.(c) of the 1988 10-K.

               (d)    Agreement of Purchase and Sale  between  Sierra  Virginia,
                      Inc.  and  Nevada  Corp.,  incorporated  by  reference  to
                      Exhibit  10A  to  Registrant's  Form  8  with  respect  to
                      Registrant's current report on Form 8-K dated February 10,
                      1989.

               (e)    Registered  Note by Registrant to RAM 2 in connection with
                      the  purchase  of  Sierra  Marketplace,   incorporated  by
                      reference  to  Exhibit  10B  to  Registrant's  Form 8 with
                      respect to  Registrant's  current report on Form 8-K dated
                      February  10, 1989,  incorporated  by reference to Exhibit
                      10(f) of  Registrant's  Report  on Form  10-K for the year
                      ended December 31, 1989 (hereinafter the "1989 10-K").
<PAGE>
               (f)    Settlement   Agreement,   dated  October  17,  1990  among
                      Registrant,  Integrated,  First  Interstate Bank of Denver
                      N.A., First Interstate Bank of Washington,  N.A. and First
                      American  National  Bank,  Incorporated,  incorporated  by
                      reference to Exhibit 10(a) to Registrant's  Current Report
                      on Form 8-K dated December 19, 1990.

               (g)    Supervisory  Management  Agreement dated as of November 1,
                      1991  between   Registrant   and   Resources   Supervisory
                      Management   Corporation   incorporated  by  reference  to
                      Exhibit 10 (g) to Registrant's Report on Form 10-K for the
                      year ended December 31, 1991.

               (h)    Management  Agreement  dated as of  November 1, 1991 among
                      Registrant,  Resources Supervisory Management Corp. and CB
                      Commercial  Real  Estate  Group,  Inc.,   incorporated  by
                      reference to Exhibit 10(h) to Registrant's  Report on Form
                      10-K for the year ended December 31, 1991.

               (i)    Exclusive Leasing Listing Agreement dated as of January 1,
                      1993 between Resources Supervisory Management Corp. and CB
                      Commercial  Real  Estate  Group,  Inc.,   incorporated  by
                      reference to Exhibit 10(i) to Registrant's  Report on Form
                      10-K for the year ended December 31, 1993.

               (j)    First  Amendment to Exclusive  Leasing  Listing  Agreement
                      dated as of January 1, 1994 between Resources  Supervisory
                      Management  Corp.  and CB  Commercial  Real Estate  Group,
                      Inc.,  incorporated  by  reference  to  Exhibit  10(j)  to
                      Registrant's  Report  on  Form  10-K  for the  year  ended
                      December 31, 1993.

               (k)    Second  Amendment  to  Management  Agreement  dated  as of
                      January 1, 1994 between Resources  Supervisory  Management
                      Corp.   and  CB  Commercial   Real  Estate  Group,   Inc.,
                      incorporated by reference to Exhibit 10(k) to Registrant's
                      Report on Form 10-K for the year ended December 31, 1993.

(b)      Report on Form 8-K:

         Registrant filed the following  reports on Form 8-K during the last  
         quarter of the fiscal year:

                      None.
<PAGE>
                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                 HIGH CASH PARTNERS, L.P.

                                                 By: RESOURCES HIGH CASH, INC.,
                                                     Managing General Partner



Dated: March 29, 1997                            By: /s/Frederick Simon
                                                     ------------------
                                                     Frederick Simon
                                                     President



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


Dated: March 29, 1997                      By: /s/Frederick Simon
                                               ------------------
                                               Frederick Simon
                                               Director and President
                                               (Principal Executive Officer)



Dated: March 29, 1997                      By: /s/Mark Plaumann
                                               ----------------
                                               Mark Plaumann
                                               Director and Vice President



Dated: March 29, 1997                      By: /s/Jay L. Maymudes
                                               ------------------
                                               Jay L. Maymudes
                                               Vice President
                                               (Principal Financial Officer
                                               and Principal Accounting Officer)