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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549-1004

                                ---------------

                                   FORM 10-Q

                                ---------------

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
   ACT OF 1934

  FOR THE PERIOD ENDED JUNE 30, 2001

                                       OR

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
   ACT OF 1934

  FOR THE TRANSITION PERIOD FROM  TO

  COMMISSION FILE NUMBER 0-12945

                FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.-2
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                FLORIDA                                59-2313852
    (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)

 TWO NORTH RIVERSIDE PLAZA, SUITE 600,                   60606-2607
           CHICAGO, ILLINOIS                           (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
                OFFICES)

                                 (312) 207-0020
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                    REPORT)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

DOCUMENTS INCORPORATED BY REFERENCE:

The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the Partnership's Prospectus dated October 19, 1983,
included in the Partnership's Registration Statement on Form S-11, is
incorporated herein by reference in Part I of this report.

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<PAGE>

BALANCE SHEETS
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                            June 30,
                              2001     December 31,
                           (Unaudited)     2000
---------------------------------------------------
<S>                        <C>         <C>
ASSETS
Cash and cash equivalents  $6,275,600   $6,187,600
Other assets                    1,300        1,300
---------------------------------------------------
                           $6,276,900   $6,188,900
---------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
 Accounts payable and
  accrued expenses         $   87,600   $   86,000
 Due to Affiliates              6,200        1,400
 Other liabilities              2,800        1,300
---------------------------------------------------
                               96,600       88,700
---------------------------------------------------
Partners' capital:
 General Partner               79,500       78,700
 Limited Partners (84,886
  Units issued and
  outstanding)              6,100,800    6,021,500
---------------------------------------------------
                            6,180,300    6,100,200
---------------------------------------------------
                           $6,276,900   $6,188,900
---------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL
For the six months ended June 30, 2001 (Unaudited)
and the year ended December 31, 2000
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                                                 General  Limited
                                                 Partner  Partners    Total
------------------------------------------------------------------------------
<S>                                              <C>     <C>        <C>
Partners' capital, January 1, 2000               $76,200 $5,775,100 $5,851,300
Net income for the year ended December 31, 2000    2,500    246,400    248,900
------------------------------------------------------------------------------
Partners' capital, December 31, 2000              78,700  6,021,500  6,100,200
Net income for the
 six months ended June 30, 2001                      800     79,300     80,100
------------------------------------------------------------------------------
Partners' capital, June 30, 2001                 $79,500 $6,100,800 $6,180,300
------------------------------------------------------------------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements
                                                                               3
<PAGE>

STATEMENTS OF INCOME AND EXPENSES
For the quarters ended June 30, 2001 and 2000
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)

<TABLE>
<CAPTION>
                                                            2001    2000
--------------------------------------------------------------------------
<S>                                                        <C>     <C>
Income:
 Interest                                                  $69,400 $91,200
--------------------------------------------------------------------------
Expenses:
 General and administrative:
  Affiliates                                                 5,200   2,800
  Nonaffiliates                                             32,600  28,500
--------------------------------------------------------------------------
                                                            37,800  31,300
--------------------------------------------------------------------------
Income before state income tax expense                      31,600  59,900
State income tax expense                                     1,100   1,900
--------------------------------------------------------------------------
Net income                                                 $30,500 $58,000
--------------------------------------------------------------------------
Net income allocated to General Partner                    $   300 $   600
--------------------------------------------------------------------------
Net income allocated to Limited Partners                   $30,200 $57,400
--------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit (84,886
 Units outstanding)                                        $  0.36 $  0.68
--------------------------------------------------------------------------
</TABLE>

STATEMENTS OF INCOME AND EXPENSES
For the six months ended June 30, 2001 and 2000
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)

<TABLE>
<CAPTION>
                                                             2001     2000
----------------------------------------------------------------------------
<S>                                                        <C>      <C>
Income:
 Interest                                                  $155,300 $183,900
----------------------------------------------------------------------------
Expenses:
 General and administrative:
  Affiliates                                                  7,000    5,700
  Nonaffiliates                                              64,900   66,100
----------------------------------------------------------------------------
                                                             71,900   71,800
----------------------------------------------------------------------------
Income before state income tax expense                       83,400  112,100
State income tax expense                                      3,300    1,900
----------------------------------------------------------------------------
Net income                                                 $ 80,100 $110,200
----------------------------------------------------------------------------
Net income allocated to General Partner                    $    800 $  1,100
----------------------------------------------------------------------------
Net income allocated to Limited Partners                   $ 79,300 $109,100
----------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit (84,886
 Units outstanding)                                        $   0.93 $   1.29
----------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2001 and 2000
(Unaudited)
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                                                          2001       2000
-----------------------------------------------------------------------------
<S>                                                    <C>        <C>
Cash flows from operating activities:
 Net income                                            $   80,100 $  110,200
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Changes in assets and liabilities:
   Increase (decrease) in accounts payable and accrued
    expenses                                                1,600     (9,800)
   Increase (decrease) in due to Affiliates                 4,800     (2,900)
   Increase in other liabilities                            1,500
-----------------------------------------------------------------------------
    Net cash provided by operating activities              88,000     97,500
-----------------------------------------------------------------------------
Cash flows from investing activities:
 Decrease in investments in debt securities                        2,943,000
-----------------------------------------------------------------------------
    Net cash provided by investing activities                  --  2,943,000
-----------------------------------------------------------------------------
    Net cash from financing activities                         --         --
-----------------------------------------------------------------------------
Net increase in cash and cash equivalents                  88,000  3,040,500
Cash and cash equivalents at the beginning of the
 period                                                 6,187,600  3,017,500
-----------------------------------------------------------------------------
Cash and cash equivalents at the end of the period     $6,275,600 $6,058,000
-----------------------------------------------------------------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements.
4
<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 2001

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is included in the Registration Statement and
incorporated herein by reference.

ACCOUNTING POLICIES:
The Partnership has disposed of its real estate properties. Upon resolution of
the environmental matter disclosed in Note 3 and other post-closing matters
related to the sales of the Partnership's properties, the Partnership will make
a liquidating distribution and dissolve.

The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). The Partnership
utilizes the accrual method of accounting. Under this method, revenues are
recorded when earned and expenses are recorded when incurred.

Preparation of the Partnership's financial statements in conformity with GAAP
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.

The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and six months ended June 30, 2001 are not necessarily indicative
of the operating results for the year ending December 31, 2001.

The Partnership has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to resolve post-
closing matters related to the properties sold by the Partnership.

Cash equivalents are considered all highly liquid investments with maturity of
three months or less when purchased.

Reference is made to the Partnership's Annual Report for the year ended
December 31, 2000 for a description of other accounting policies and additional
details of the Partnership's financial condition, results of operations,
changes in Partners' capital and changes in cash balances for the year then
ended. The details provided in the notes thereto have not changed except as a
result of normal transactions in the interim or as otherwise disclosed herein.

2. RELATED PARTY TRANSACTIONS:

In accordance with the Partnership Agreement, subsequent to October 19, 1984,
the Termination of the Offering, the General Partner is entitled to 10% of Cash
Flow (as defined in the Partnership Agreement) as a Partnership Management Fee.
For the quarter and six months ended June 30, 2001 and 2000, the General
Partner was not paid a Partnership Management Fee.

Net Profits (exclusive of Net Profits from the sale or disposition of
Partnership properties) are allocated: first, to the General Partner, in an
amount equal to the greater of the General Partner's Partnership Management Fee
or 1% of such Net Profits; second, the balance, if any, to the Limited
Partners. Net Profits from the sale or disposition of a Partnership property
are allocated: first, prior to giving effect to any distributions of Sale
Proceeds from the transaction, to the General Partner and the Limited Partners
with negative balances in their capital accounts pro rata in proportion to such
respective negative balances, to the extent of the total of such negative
balances; second, to the General Partner, in an amount necessary to make the
balance in its capital account equal to the amount of Sale Proceeds to be
distributed to the General Partner with respect to the sale or disposition of
such property and third, the balance, if any, to the Limited Partners. Net
Losses (exclusive of Net Losses from the sale, disposition or provision for
value impairment of Partnership properties) are allocated 1% to the General
Partner and 99% to the Limited Partners. Net Losses from the sale, disposition
or provision for value impairment of Partnership properties are allocated:
first, prior to giving effect to any distributions of Sale Proceeds from the
transaction, to the extent that the balance in the General Partner's capital
account exceeds its Capital Investment or the balance in the capital accounts
of the Limited Partners exceeds the amount of their Capital Investment (the
"Excess Balances"), to the General Partner and the Limited Partners pro rata in
proportion to such Excess Balances until such Excess Balances are reduced to
zero; second, to the General Partner and the Limited Partners and among them
(in the ratio which balances) until the balance in their capital accounts shall
be reduced to zero; third, the balance, if any, 99% to the Limited Partners and
1% to the General Partner. Notwithstanding the foregoing, in all events there
shall be allocated to the General Partner not less than 1% of Net Profits and
Net Losses from the sale, disposition or provision for value impairment of a
Partnership property. For the quarter and six months ended June 30, 2001, the
General Partner was allocated Net Profits of $300 and $800, respectively. For
the quarter and six months ended June 30, 2000, the General Partner was
allocated Net Profits, of $600 and $1,100, respectively.

Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and six months ended June 30, 2001 were as follows:

<TABLE>
<CAPTION>
                                          Paid
                                     --------------
                                              Six
                                     Quarter Months Payable
-----------------------------------------------------------
<S>                                  <C>     <C>    <C>
Reimbursement of expenses, at cost:
 --Investor communications           $1,100  $2,200 $6,200
-----------------------------------------------------------
</TABLE>

3. ENVIRONMENTAL MATTER:

In 1996, the General Partner became aware of the existence of hazardous
substances in the soil and groundwater under Lakewood Square Shopping Center
("Lakewood"). In connection with the 1997 sale of Lakewood, the purchaser
assumed the obligation to remedy the hazardous substances in the manner
required by law, which includes, but is not limited to, payment of all costs in
connection with the remediation work. In addition, the purchaser provided the
Partnership with certain indemnification protection in relation to clean-up
costs and related expenses arising from the presence of these hazardous
substances. At the present time, the General Partner is unaware of any claims
or other matters referred to above against the Partnership. The purchaser has
provided the California Regional Water Quality Control Board (the "Water
Board") with its corrective action plan (the "Plan") for the clean up of the
site. The Water Board's recommended modifications to the plan have been
implemented. Currently, the purchaser is monitoring to determine the extent of
the contamination of the groundwater at the site. Upon determination of the
groundwater concentrations, the purchaser will submit a revised plan to the
Water Board and request its approval. The timing of the completion of the
remediation process is contingent upon, among other things, the Water Board's
issuance of this approval. Accordingly, there can be no assurance as to the
timing of the completion of the remediation process. The General Partner
continues to monitor the documentation delivered by the purchaser regarding the
purchaser's activities to remedy the hazardous substances at Lakewood.

                                                                               5
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Reference is made to the Partnership's Annual Report for the year ended
December 31, 2000 for a discussion of the Partnership's business.

Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof.

The Partnership has substantially completed the disposition phase of its life
cycle. The Partnership has sold its remaining real property investments and is
currently working toward resolution of post closing property sale matters.

OPERATIONS
Net income increased by $27,500 and $30,100 for the quarter and six-months
ended June 30, 2001 when compared to the quarter and six-months ended June 30,
2000, respectively. The decreases were primarily due to the decrease in
interest earned on the Partnership's short-term investments, which was due to
the decrease in interest rates earned on those investments.

LIQUIDITY AND CAPITAL RESOURCES
The increase in the Partnership's cash position of $88,000 for the six months
ended June 30, 2001 was primarily the result of net cash provided by operating
activities. Liquid assets (including cash and cash equivalents) of the
Partnership as of June 30, 2001 were comprised of amounts held for the Lakewood
environmental matter (as hereafter discussed) and Partnership liquidation
expenses.

The decrease of $9,500 in net cash provided by operating activities for the six
months ended June 30, 2001 when compared to the six months ended June 30, 2000
was primarily the result of the decrease in net income partially offset by the
timing of the payment of certain of the Partnership's expenses.

Net cash provided by investing activities decreased by $2,943,000 for the six
months ended June 30, 2001 when compared to the six months ended June 30, 2000.
The decrease was primarily due to the maturity of the Partnership's investments
in debt securities in 2000.

The Partnership has no financial instruments for which there are significant
market risks.

As described in Note 3 of Notes to Financial Statements, the Partnership is
awaiting resolution of an environmental matter at Lakewood. The General Partner
is continuing to monitor the documentation delivered by the purchaser of
Lakewood regarding the purchaser's activities to remedy the hazardous
substances at Lakewood. There can be no assurance as to the actual timeframe
for the remediation or that it will be completed without cost to the
Partnership. When the environmental matter is satisfactorily remediated and the
other post closing matters are resolved, the Partnership will pay a liquidating
distribution to Partners of the remaining assets held by the Partnership, less
amounts reserved for administrative expenses and any amounts deemed necessary
for contingencies and other post closing matters. In line with reduced Cash
Flow (as defined in the Partnership Agreement) following the sale of the
Partnership's remaining properties, distributions to Partners have been
suspended until such time as a liquidating distribution is paid.

2
<PAGE>

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(a) Exhibits: None

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the three months ended June 30,
2001.

6
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                     FIRST CAPITAL INSTITUTIONAL REAL ESTATE,
                                     LTD.-2

                                     By: FIRST CAPITAL FINANCIAL LLC GENERAL
                                        PARTNER

                                               /s/ DOUGLAS CROCKER II
Date: August 10, 2001                By: ______________________________________
                                                   DOUGLAS CROCKER II
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                               /s/ PHILIP G. TINKLER
Date: August 10, 2001                By: ______________________________________
                                                   PHILIP G. TINKLER
                                         VICE PRESIDENT--FINANCE AND TREASURER