Exhibit 13
                       1997 Annual Report

                  Commercial Properties 2, L.P.

     
     Commercial Properties 2, L.P. is a limited partnership
     formed in 1983 to acquire, operate and hold for
     investment commercial real estate.  The Partnership's
     investment currently consists of one commercial office
     building, situated in the Financial Centre Complex in
     West Little Rock, AR.  Two Financial Centre is a
     113,983 square foot, four-story brick office building
     located near two interstate highways, I-630 and I-430,
     affording easy access to downtown Little Rock and the
     Little Rock Regional Airport.
     
     
                            Contents
     
                      1   Message to Investors
                      3   Financial Highlights
                      4   Consolidated Financial Statements
                      7   Notes to the Consolidated Financial Statements
                     12   Report of Independent Auditors
                     13   Net Asset Valuation

     
         Administrative Inquiries         Performance Inquiries/Form 10-Ks
         Address Changes/Transfers        First Data Investor Services Group
         Service Data Corporation         P.O. Box 1527
         2424 South 130th Circle          Boston, Massachusetts 02104-1527
         Omaha, Nebraska 68144-2596       Attn:  Financial Communications
         800-223-3464                     800-223-3464



                      Message to Investors


We are pleased to present the 1997 Annual Report for Commercial
Properties 2, L.P. (the "Partnership").  Included in this report
is a review of the Partnership's property sales and an update on
the operations and marketing of the Partnership's remaining
property, Two Financial Centre.  Also included are financial
highlights and the Partnership's audited financial statements.

Sales/Marketing Update

During the calendar year, we completed the sale of two of the
Partnership's three properties.  On November 10, 1997, the
Partnership closed on the sale of Swenson Business Park -
Building C (the "Swenson Property") which was sold for net
proceeds of $10,351,554.  In addition, the Partnership closed on
the sale of Maitland Center Office Building C (the "Maitland
Property"), on December 19, 1997 for net proceeds of $8,762,318.
As discussed later in this report, the proceeds from these sales
were paid to Limited Partners along with the Partnership's cash
flow from operations for the fourth fiscal quarter of 1997, in a
special cash distribution paid on February 18, 1998 in the amount
of $195.39.

With regard to the Partnership's remaining property, Two
Financial Centre, we are in the process of engaging a real estate
brokerage firm to assist with our efforts in marketing the
property for sale.  While we currently anticipate that the
property will be sold and the Partnership liquidated in 1998,
there can be no assurance that the property will be sold within
this time frame, or that any sale, if completed, will result in a
particular price.  Once the property is sold, the General
Partners will distribute the net proceeds together with the
Partnership's remaining cash reserves (after payment of or
provision for, the Partnership's liabilities and expenses), and
dissolve the Partnership.

Property Update

Market conditions for office properties in Little Rock remained
healthy during 1997, with vacancy remaining at 10%, unchanged
from the previous year.  These market conditions have encouraged
development in the commercial sector to gradually resume and in
1997, several single-tenant and multitenant office buildings were
completed in the Little Rock area.  Although competition for
tenants will likely intensify in the future as additional
development projects are completed, it is expected that operating
conditions and property values will remain strong in the near
term.

During the year, the General Partners executed four new leases
totaling 10,496 square feet and four lease renewals totaling
5,557 square feet.  However, five tenants representing 24,731
square feet, vacated the property upon the expiration of their
respective leases.  Another tenant leasing 5,388 square feet paid
the Partnership a termination fee of $147,620 and vacated its
space prior to the scheduled expiration of its lease.  As a
result, the property was 76% leased as of November 30, 1997 as
compared to 97% as of November 30, 1996.  In December 1997, the
General Partners executed three new leases totaling 17,837 square
feet, and the property is currently 92% leased.  In the year
ahead, six leases totaling 38,368 square feet, or approximately
34% of the property's leasable area, are scheduled to expire.
The General Partner will continue to negotiate renewals and
aggressively market any leasable space.

Cash Distributions

On February 18, 1998, the Partnership paid a special cash
distribution to Limited Partners totaling $195.39 per Unit.  The
distribution reflected your share of the net proceeds received
from the sales of the Maitland Property in the amount of $87.62
per Unit, and the Swenson Property in the amount of $103.52 per
Unit, plus cash flow from operations generated during the three
months ended November 30, 1997 in the amount of $4.25 per Unit.
Including this distribution, Limited Partners have received cash
distributions totaling $488.65 per original $500 Unit.  This
total includes distributions of cash flow from operations in the
amount of $114.87 per Unit and return of capital payments in the
amount of $373.78 per Unit.  In light of the Partnership's
reduced cash flow, cash distributions will be suspended beginning
with the 1998 first quarter distribution which would have been
paid on or about April 15, 1998.

As discussed above, the General Partners are in the process of
engaging a brokerage firm to assist with our efforts in marketing
Two Financial Centre.  Once the property is sold, the General
Partners will distribute the net proceeds together with the
Partnership's remaining cash reserves (after payment of or
provision for, the Partnership's liabilities and expenses), and
dissolve the Partnership.


         Cash Distributions Per Limited Partnership Unit
                                
             First     Second     Third    Fourth
           Quarter    Quarter    Quarter   Quarter  Total
     
    1996    $4.25     $4.25      $14.25(1) $  4.25    $ 27.00
    1997    $4.25     $4.25      $ 4.25    $107.77(2) $ 20.52
     
      (1)Includes a special cash distribution of $10 per Unit paid
         on August 15, 1996.
      (2)Represents the fiscal 1997 portion of a special cash distribution
         paid on February 18, 1998 in the total amount of $195.39 per Unit.
     
General Information

As you are probably aware, several third parties have commenced
tender offers to purchase Units of the Partnership at prices
which are below the Partnership's estimate of net asset value per
Unit.  In response, we recommended that limited partners reject
these offers because we believe that they do not reflect the
underlying value of the Partnership's assets.  According to
published industry sources, most of the investors who hold units
of limited partnerships similar to the Partnership have rejected
these types of tender offers due to their inadequacy.

Summary

We are pleased to have successfully completed the sale of the
Swenson and Maitland Properties, and hope that our marketing
efforts will result in a sale of Two Financial Centre during
1998.  Should a sale be consummated, the General Partners will
pay one or more distributions to the Limited Partners and
liquidate the Partnership.  In the interim, we will continue to
focus on improving occupancy at Two Financial Centre.  We will
keep you apprised of significant developments in future reports.

Very truly yours,

Real Estate Services VII, Inc.      Hogan Stanton Investment, Inc.
General Partner                     General Partner of HS Advisors
III, Ltd.

/s/ Jeffrey C. Carter               /s/ Mark P. Mikuta
Jeffrey C. Carter                   Mark P. Mikuta
President                           President

February 27, 1998



                      Financial Highlights

Selected Financial Data
For the years ended November 30,  1997      1996      1995     1994     1993
Dollars in thousands,
except per Unit data

Total Income                   $ 3,630   $ 3,781   $ 3,605  $ 3,660  $ 3,345
Operating Income                 1,085       740       597      674      396
Gain on Sale of Real
 Estate Assets                   4,757         _         _        _        _
Net Income                       5,842       740       597      674      396
Total Assets at Year End        24,377    20,369    22,201   23,169   25,905
Net Cash From Operations         1,462     2,266     1,878    1,983    1,438
Operating Income per
  Limited Partnership Unit       10.74      7.33      5.91     6.67     3.92
Net Income per
  Limited Partnership Unit:      57.84      7.33      5.91     6.67     3.92
Cash Distributions per
  Limited Partnership Unit:     120.52(4)  27.00(3)  15.75(2) 34.00(1) 17.00(1)

(1) Represents returns of capital associated with the sale of the Maryland
    Trade Center in 1989.
(2) Includes returns of capital associated with the sale of the Maryland
    Trade Center in 1989 in the amount of $3.64 per Unit.
(3) Includes a special cash distribution in the amount $10 per Unit paid
    on August 15, 1996.
(4) Includes the fiscal 1997 portion of a special cash distribution paid
    on February 18, 1998 in the total amount of $195.39 per Unit.

- Total income decreased primarily due to lower rental income
  in 1997 resulting from lower occupancy at Two Financial Centre
  and the sale of the Swenson Property.  The decrease was partially
  offset by an increase in other income due to the receipt of a fee
  in connection with the cancellation of a purchase and sale
  agreement for the Maitland property.

- Operating income increased primarily due to the properties
  being reclassified on the Consolidated Balance Sheet as "Real
  estate assets held for disposition," resulting in a substantial
  decrease in depreciation and amortization.

- Net income increased primarily due to the gain recognized on
  the sale of Swenson Business Park - Building C.

- The decrease in net cash from operations can be attributed
  primarily to higher property operating and general and
  administrative expenses and the sale of Swenson Business Park -
  Building C, which reduced the Partnership's accounts payable and
  security deposits payable balances.


Consolidated Balance Sheets

                                          At November 30,     At November 30,
                                                    1997                1996
Assets
Real estate, at cost:
 Land                                       $          _        $  5,216,878
 Buildings and improvements                            _          24,607,258
                                                       _          29,824,136
 Less accumulated depreciation                         _         (11,944,782)
                                                       _          17,879,354

Real estate assets held for disposition       12,310,284                   _
Cash and cash equivalents                     11,803,602           1,739,498
Restricted cash                                   65,600             166,795
Rent and other receivables, net of
  allowance for doubtful accounts of
  $48,670 in 1997 and $7,275 in 1996             180,295             134,924
Prepaid expenses, net of accumulated
  amortization of $1,230,450 in 1997
  and $1,182,166 in 1996                          16,811             312,834
Deferred rent receivable                               _             135,289
  Total Assets                              $ 24,376,592        $ 20,368,694

Liabilities and Partners' Capital (Deficit)
Liabilities:
 Accounts payable and accrued expenses      $    323,179        $    405,275
 Due to affiliates                               105,612              42,846
 Distribution payable                         10,780,847             429,293
 Security deposits payable                        59,514             157,126
  Total Liabilities                           11,269,152           1,034,540
Partners' Capital (Deficit):
 General Partners                               (191,982)           (233,230)
 Limited Partners (100,000 units outstanding) 13,299,422          19,567,384
  Total Partners' Capital                     13,107,440          19,334,154
  Total Liabilities and Partners' Capital    $24,376,592         $20,368,694



Consolidated Statement of Partners' Capital (Deficit)
For the years ended November 30, 1997, 1996 and 1995

                                       General        Limited
                                      Partners       Partners         Total
Balance at November 30, 1994        $ (203,413)  $ 22,519,281  $ 22,315,868
Net income                               5,966        590,592       596,558
Distributions                          (15,909)    (1,575,000)   (1,590,909)
Balance at November 30, 1995          (213,356)    21,534,873    21,321,517
Net income                               7,399        732,511       739,910
Distributions                          (27,273)    (2,700,000)   (2,727,273)
Balance at November 30, 1996          (233,230)    19,567,384    19,334,154
Net income                              58,420      5,783,592     5,842,012
Distributions                          (17,172)   (12,051,554)  (12,068,726)
Balance at November 30, 1997        $ (191,982)  $ 13,299,422  $ 13,107,440


Consolidated Statements of Operations
For the years ended November 30,          1997           1996          1995
Income
Rental                              $3,471,538     $3,660,110    $3,450,755
Interest                               116,728        116,034       149,624
Other                                   42,206          4,808         4,258
  Total Income                       3,630,472      3,780,952     3,604,637
Expenses
Property operating                   1,642,425      1,447,759     1,465,964
Depreciation and amortization          490,359      1,369,375     1,347,080
General and administrative-other       255,872        185,513       164,227
General and administrative-affiliates  156,766         38,395        30,808
  Total Expenses                     2,545,422      3,041,042     3,008,079
Operating income                     1,085,050        739,910       596,558
Gain on sale of real estate assets   4,756,962              _             _
  Net Income                        $5,842,012     $  739,910    $  596,558
Net Income Allocated:
To the General Partners             $   58,420     $    7,399    $    5,966
To the Limited Partners              5,783,592        732,511       590,592
                                    $5,842,012     $  739,910    $  596,558
Per limited partnership unit
(100,000 outstanding)                  $57.84           $7.33         $5.91



Consolidated Statements of Cash Flows
For the years ended November 30,                 1997        1996        1995
Cash Flows From Operating Activities:
Net income                                 $5,842,012  $  739,910  $  596,558
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation                                 442,075   1,233,889   1,221,631
 Amortization                                  48,284     135,486     125,449
 Gain on sale of real estate assets        (4,756,962)          _           _
 Increase (decrease) in cash arising from
  changes in operating assets and liabilities:
  Restricted cash                              91,395       8,124     (14,578)
  Rent and other receivables                  (45,371)     12,039     (45,933)
  Prepaid expenses                            (47,075)    (51,753)   (100,797)
  Deferred rent receivable                      4,597      33,336      68,724
  Accounts payable and accrued expenses       (82,096)    148,814      31,985
  Due to affiliates                            62,766       4,571       2,833
  Security deposits payable                   (97,612)      1,282      (8,063)
Net cash provided by operating activities   1,462,013   2,265,698   1,877,809

Cash Flows From Investing Activities:
Proceeds from sale of real estate          10,351,554           _           _
Additions to real estate                      (32,291)   (260,828)   (349,375)
Net cash provided by (used for)
 investing activities                      10,319,263    (260,828)   (349,375)

Cash Flows From Financing Activities:
Cash distributions                         (1,717,172) (2,727,273) (1,590,909)
Net cash used for financing activities     (1,717,172) (2,727,273) (1,590,909)
Net increase (decrease) in cash and
 cash equivalents                          10,064,104    (722,403)    (62,475)
Cash and cash equivalents, beginning
 of year                                    1,739,498   2,461,901   2,524,376
Cash and cash equivalents, end of year    $11,803,602  $1,739,498  $2,461,901

Supplemental Schedule of Non-Cash
 Investing Activities:
Write-off of fully depreciated
  building improvements                   $    10,666  $  327,453  $   88,298
Supplemental Disclosure of Non-Cash
  Operating Activities:
In connection with the General Partners' intent to sell the properties in 1997,
real estate held for investment, deferred rent receivable and prepaid leasing
commissions in the amounts of $17,469,570, $130,692 and $294,814, respectively,
were reclassified to "Real estate assets held for disposition."  In connection
with the sale of Swenson Business Park-Building C, restricted cash, deferred
rent receivable, and prepaid leasing commissions in the amounts of $9,800,
$34,502, and $98,965 were netted against Gain on sale of real estate assets.



Notes to the Consolidated Financial Statements
November 30, 1997, 1996 and 1995

1. Organization
Commercial Properties 2, L.P. (the "Partnership") was organized
as a limited partnership under the laws of the Commonwealth of
Virginia pursuant to a Certificate and Agreement of Limited
Partnership dated and filed September 1, 1983 (the "Partnership
Agreement").  The Partnership was formed for the purpose of
making acquisitions in and operating certain types of commercial
real estate.  The General Partners of the Partnership are Real
Estate Services VII, Inc., which is an affiliate of Lehman
Brothers Inc. (see below), and HS Advisors III, Ltd. ("HS
Advisors"), which is an affiliate of Goodman Segar Hogan, Inc.
("GSH").  The Partnership will continue until December 31, 2010,
unless terminated sooner in accordance with the terms of the
Partnership Agreement.

On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of
its domestic retail brokerage and asset management  businesses to
Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney").
Subsequent to the sale, Shearson Lehman Brothers Inc. changed its
name to Lehman Brothers Inc. ("Lehman Brothers").  The
transaction did not affect the ownership of the General Partners.
However, the assets acquired by Smith Barney included the name
"Hutton."  Consequently, effective October 12, 1993, the Hutton
Real Estate Services VII Inc. General Partner changed its name to
Real Estate Services VII, Inc. ("Real Estate Services"), and
effective August 3, 1995, Hutton/GSH Commercial Properties 2,
L.P. changed its name to Commercial Properties 2, L.P. to delete
any reference to Hutton.

On August 1, 1993, GSH transferred all of its leasing, management
and sales operations to Goodman Segar Hogan Hoffler, L.P., a
Virginia limited partnership ("GSHH").  On that date, the
leasing, management and sales operations of a portfolio of
properties owned by the principals of Armada/Hoffler ("HK") were
also obtained by GSHH.  The general partner of GSHH is Goodman
Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH Inc."),
which has a 1% interest in GSHH.  The stockholders of GSHH Inc.
are GSH with a 62% stock interest and H.K. Associates, L.P., an
affiliate of HK, with a 38% percent stock interest.  The
remaining 99% interests in GSHH are limited partnership interests
owned 50% by GSH and 49% by HK.  The transaction did not affect
the ownership of the General Partners.

On November 10, 1997, the Partnership closed on the sale of The
Swenson Property - Building C (the "Swenson Property").  The
Swenson Property was sold for net proceeds of $10,351,554 to
WW&LJ Gateways, LTD.  (the "Swenson Buyer"), which is
unaffiliated with the Partnership.  The selling price was
determined by arm's length negotiations between the Partnership
and the Swenson Buyer.  The transaction resulted in a gain on
sale of $4,756,962, which is reflected in the Partnership's
statement of operations for the period ending November 30, 1997.

On December 19, 1997, the Partnership closed on the sale of
Maitland Center Office Building C (the "Maitland Property").  The
Maitland Property, classified as "real estate assets held for
disposition" at November 30, 1997, in the amount of approximately
$5.5 million, was sold for net proceeds of $8,762,318 to CMD
Realty Investment Fund III, L.P., an Illinois limited partnership
(the "Maitland Buyer"), which is unaffiliated with the
Partnership.  The selling price was determined by arm's length
negotiations between the Partnership and the Maitland Buyer.  The
transaction resulted in a gain on sale of approximately $3.2
million, which will be reflected in the Partnership's statement
of operations for the period ending February 28, 1998.

2. Significant Accounting Policies

Consolidation - The consolidated financial statements include the
accounts of the Partnership and its ventures, Two Financial
Centre Joint Venture and Swenson Building C Joint Venture, and
Maitland Building C, which is a wholly-owned property.
Intercompany accounts and transactions between the Partnership
and the ventures have been eliminated in consolidation.

Real Estate Investments - Real estate investments, which consist
of commercial office buildings and a research and development
facility, are recorded at cost less accumulated depreciation.
Cost includes the initial purchase price of the property plus
closing costs, acquisition and legal fees and capital
improvements.  Depreciation is computed using the straight-line
method based on  estimated useful lives of 10 to 25 years, except
for tenant improvements, which are depreciated over the terms of
the respective leases.

Real Estate Assets Held for Disposition - Real estate assets held
for disposition are carried at the lower of carrying value or
fair market value less costs to sell.  During the second quarter
of 1997, Swenson Business Park - Building C and Maitland Center
Office Building C, and during the third quarter of 1997, Two
Financial Centre real estate assets were reclassified as held for
disposition and were no longer depreciated.

Leases - Leases are accounted for as operating leases.  Leasing
commissions are amortized over the terms of the respective
leases.

Deferred Rent Receivable - Deferred rent receivable consists of
rental income which is recognized on a straight-line basis over
the terms of the respective leases but will not be received until
later periods as a result of rent concessions and/or general
increases in rents.

Accounting for Impairment - In March 1995, the Financial
Accounting Standards Board issued Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
("FAS 121"), which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets'
carrying amount.  FAS 121 also addresses the accounting for long-
lived assets that are expected to be disposed of.  The
Partnership adopted FAS 121 during the fourth fiscal quarter of
1995.

Fair Value of Financial Instruments - Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments" ("FAS 107"), requires that the Partnership
disclose the estimated fair values of its financial instruments.
Fair values generally represent estimates of amounts at which a
financial instrument could be exchanged between willing parties
in a current transaction other than in forced liquidation.
However, in many instances current exchange prices are not
available for certain of the Partnership's financial instruments,
since no active market generally exists for such financial
instruments.

Fair value estimates are subjective and are dependent on a number
of significant assumptions based on management's judgment
regarding future expected loss experience, current economic
conditions, risk characteristics of various financial
instruments, and other factors.  In addition, FAS 107 allows a
wide range of valuation techniques, therefore, comparisons
between entities, however similar, may be difficult.

Cash and Cash Equivalents - Cash and cash equivalents consist of
short-term highly liquid investments which have maturities of
three months or less from the date of purchase.  The carrying
value approximates fair value because of the short maturity of
these instruments.

Restricted Cash - Restricted cash represents cash held in
connection with tenant security deposits.

Income Taxes - No provision for income taxes has been made in the
financial statements of the Partnership since such taxes are the
responsibility of the individual partners, rather than of the
Partnership.

Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amount 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.

Reclassifications - Certain prior year amounts have been
reclassified in order to conform to the current year's
presentation.

3. The Partnership Agreement and Cash Distributions
The Partnership Agreement provides that the net cash from
operations, as defined, for each fiscal year will be distributed
on a quarterly basis 99% to the Limited Partners and 1% to the
General Partners until each Limited Partner has received a 9%
annual non-cumulative return on his adjusted capital investment,
as defined.  The net cash from operations will then be
distributed to the General Partners until the General Partners
have received 10% of the aggregate net cash from operations
distributed to all partners.  Thereafter, net cash from
operations will be distributed 90% to the Limited Partners and
10% to the General Partners.

Net proceeds from sales or refinancing shall generally be
distributed 99% to the Limited Partners and 1% to the General
Partners until each Limited Partner has received an amount equal
to his adjusted capital investment, as defined, and 10%
cumulative annual return thereon, reduced by any net cash from
operations actually distributed to such Limited Partner.  The
balance of net proceeds, if any, will then be distributed 85% to
the Limited Partners and 15% to the General Partners.

Upon the dissolution and termination of the Partnership, the
General Partners will be required to contribute to the
Partnership an amount not to exceed 1% of the total capital
contributions from all of the Partners of the Partnership less
prior contributions of the General Partners.  In no event shall
the General Partners be obligated to contribute more than the
negative balances in their respective capital accounts.  In
addition, if upon dissolution and termination of the Partnership
the sum of (i)  the Limited Partners' Capital Contributions and
(ii) an amount equal to a 6% cumulative annual return with
respect to each Limited Partner's Adjusted Capital Value reduced
by any Net Cash From Operations distributed to such Limited
Partner, exceeds the aggregate distributions to the Limited
Partners of Net Proceeds From Sale or Refinancing, the General
Partners shall contribute to the Partnership for distribution to
the Limited Partners an amount equal to the lesser of such excess
or the aggregate distributions of Net Proceeds From Sale or
Refinancing to the General Partners.

The Partnership paid cash distributions totaling $1,275,000 and
$12,879 to the Limited and General Partners, respectively,
representing $12.75 per Limited Partnership Unit for the year
ended November 30, 1997.  An additional $10,780,847 was accrued
in 1997 for a distribution, which was payable in February 1998,
and comprised of $429,293 representing cash flow from operations
for the three months ended November 30, 1997, and $10,351,554
representing net proceeds from the sale of Swenson Business Park
- Building C.  The Partnership paid cash distributions totaling
$2,700,000 and $27,273 to the Limited and General Partners
respectively, representing $27 per Limited Partnership Unit for
the year ended November 30, 1996.  The timing and amount of
future distributions will depend on several factors, including
the adequacy of cash reserves and cash flow generated from
operating activities.

Losses and all depreciation for any fiscal year shall be
allocated 99% to the Limited Partners and 1% to the General
Partners.  Income before depreciation for any fiscal year and all
gains from sales will be allocated in substantially the same
manner as net cash from operations.

4. Transactions with Related Parties
The following is a summary of amounts paid or accrued to the
General Partners for the reimbursement of administrative salaries
and expenses that have been included in general and
administrative expenses for the years ended November 30, 1997,
1996 and 1995.

                                   Unpaid at,              Paid
                                  November 30,
                                      1997      1997       1996       1995
Real Estate Services VII
 and affiliates:
      Out-of-pocket expenses      $ 93,046  $ 60,933   $  5,615   $  6,995
HS Advisors III, Ltd.:
      Administrative salaries
      and expenses                  12,566    43,783     40,148     29,652
                                  $105,612  $104,716   $ 45,763   $ 36,647

Effective as of January 1, 1997, the Partnership began
reimbursing certain expenses incurred by Real Estate Services
VII, Inc. and its affiliates in servicing the Partnership to the
extent permitted by the Partnership agreement.  In prior years,
affiliates of Real Estate Services VII, Inc. had voluntarily
absorbed these expenses.  For the year ended November 30, 1997,
such amounts paid or accrued totaled $120,933.

5. Real Estate Investments
Since inception, the Partnership has acquired four commercial
office buildings and a research and development facility through
investments in joint ventures or limited partnerships with
unaffiliated co-venturers, of which two remained as of November 30, 1997:

                           Square                        Date        Purchase
Property Name               Feet         Location      Acquired         Price

Two Financial Centre      113,983     Little Rock, AR   3/29/84   $10,700,000

*Maitland Building C       98,096     Orlando, FL       9/18/84   $ 8,770,000

*Sold on December 19, 1997.  Please refer to Note 1 "Organization."

The joint venture agreements substantially provide that:

     (a) Net cash from operations will be distributed 100% to
     the Partnership until it has received an annual, non-
     cumulative return on its capital contribution, as adjusted,
     ranging from 7% to 11%.  Thereafter, any remaining cash
     from operations will be shared in a ratio relating to the
     various ownership interests of the Partnership.

     (b) Net proceeds from a sale or refinancing will be
     distributed 100% to the Partnership until it has received
     an annual, cumulative return ranging from 7% to 11% and an
     amount equal to 110% to 120% of its adjusted capital
     contribution.  Any remaining balance will be shared in a
     ratio relating to the various ownership interests of the
     Partnership.

     (c)  Taxable income of the joint ventures and limited
     partnerships will be allocated in substantially the same
     manner as net cash from operations.  For Swenson Business
     Park - Building C, taxable losses will generally be allocated
     to the Partnership in the same manner as net cash from operations.
     For Two Financial Centre, taxable losses will generally be
     allocated 100% to the Partnership.

For financial statement purposes, net income and net losses are
allocated in the same manner as taxable income and taxable
losses.

For the year ended November 30, 1997, Two Financial Centre had a
loss from operations totaling approximately $438,000, and
Maitland Center Office Building C has income from operations
totaling approximately $324,900.

6. Loan to Two Financial Centre Joint Venture
The Two Financial Centre Joint Venture ("TFC") has provided a
demand promissory note to the Partnership with a principal
balance of $7,383,033 which bears interest at 12% per annum,
resulting in annual interest of $885,960.  Monthly payments of
interest only are due in arrears in the amount of $73,830.  On
September 17, 1993, TFC  issued to the Partnership a new demand
promissory note in the amount of $610,113 representing the unpaid
accrued interest as of September 17, 1993 on the original
principal balance of $7,383,033.  The note bears interest at 8%
per annum, resulting in annual interest of $48,809.  Monthly
interest of $4,067 is payable in arrears commencing October 17,
1993.  As of November 30, 1997, accrued interest of $712,210
remains unpaid.  Interest of $612,143, $1,055,674 and $584,648
has been paid by TFC to the Partnership during the fiscal years
ended November 30, 1997, 1996 and 1995, respectively.  All
interest and principal activity and balances relating to the
demand promissory notes are eliminated in consolidation for
financial statement presentation purposes.  Based on borrowing
rates currently available to the Partnership for mortgage loans
with similar terms and average maturities, the fair value of long-
term debt approximates carrying value.

7. Rental Income Under Operating Leases
Future minimum rental income to be received on non cancelable
operating leases as of November 30, 1997 is as follows:
          
          1998                          $1,410,121
          1999                             593,905
          2000                             417,678
          2001                             359,562
          2002                             324,624
          Thereafter                        27,052
                                        $3,132,942
          
Lease terms range from one to ten years.  The leases allow for
increases in certain property operating expenses to be passed on
to tenants.

Leases with two tenants at Two Financial Centre generated rental
revenue in excess of 10% of the Partnership's consolidated rental
revenues for the year ended November 30, 1997.  One of the leases
is with the Federal Bureau of Investigation ("FBI"), which
occupies approximately 35% of the property's leasable space.  The
lease is scheduled to expire on July 14, 1998.  The General
Partners have approached the FBI regarding a renewal of its
lease, however, negotiations were still underway at the close of
the quarter.  The second tenant is Blue Cross/Blue Shield, which
occupies approximately 33% of the property's leasable space
pursuant to a lease which is scheduled to expire on July 11,
2000.  The rental income derived from these leases for 1997 was
$492,264 and $464,820 respectively, or 28% of the Partnership's
1997 consolidated rental income.  The rental income derived from
these leases for 1996 was $460,611 and $471,476 respectively, or
25% of the Partnership's 1996 consolidated rental income.  In
1995, the lease with the FBI generated rental income of
approximately $443,323, or 13% of the Partnership's 1995
consolidated rental income.

On November 26, 1997, Northern Telecom ("Nortel") entered into an
agreement with the Partnership to buyout its lease at Two
Financial Centre for the amount of $147,620.  Nortel occupied
approximately 5% of the property's leasable space at November 30,
1997.

8. Reconciliation of Net Income to Taxable Loss
Taxable income reported to the partners for the year ended
November 30, 1997 exceeded net income reported in the financial
statements by $520,674.  The net income reported in the financial
statements for the years ended November 30, 1996 and 1995
exceeded the taxable income reported to the partners by $4,182
and $34,074, respectively.

These differences are primarily due to the use of different
methods of recording depreciation expense and rental income.  The
Partnership uses accelerated methods of depreciating real estate
for tax purposes and the straight-line method for financial
statement purposes.  Rental income is recorded when received or
receivable for tax purposes and on a straight-line basis for
financial statement purposes.



                 Report of Independent Auditors


     The Partners
     Commercial Properties 2, L.P.
     and Consolidated Ventures
     
     We have audited the accompanying consolidated balance
     sheets of Commercial Properties 2, L.P. and Consolidated
     Ventures as of November 30, 1997 and 1996, and the
     related consolidated statements of operations, partners'
     capital (deficit), and cash flows for each of the three
     years in the period ended November 30, 1997.  These
     financial statements are the responsibility of the
     Partnership's management.  Our responsibility is to
     express an opinion on these financial statements based on
     our audits.
     
     We conducted our audits in accordance with generally
     accepted auditing standards.  Those standards require
     that we plan and perform the audit to obtain reasonable
     assurance about whether the financial statements are free
     of material misstatement.  An audit includes examining,
     on a test basis, evidence supporting the amounts and
     disclosures in the financial statements.  An audit also
     includes assessing the accounting principles used and
     significant estimates made by management, as well as
     evaluating the overall financial statement presentation.
     We believe that our audits provide a reasonable basis for
     our opinion.
     
     In our opinion, the consolidated financial statements
     referred to above present fairly, in all material
     respects, the consolidated financial position of
     Commercial Properties 2, L.P. and Consolidated Ventures
     at November 30, 1997 and 1996, and the consolidated
     results of their operations and their cash flows for each
     of the three years in the period ended November 30, 1997,
     in conformity with generally accepted accounting
     principles.
     
                                             ERNST & YOUNG LLP
     
     Boston, Massachusetts
     January 23, 1998


                       Net Asset Valuation

Comparison of Acquisition Costs to Appraised Value and Determination
of Net Asset Value Per $213.84 Unit at November 30, 1997

                           (Unaudited)

                                       Acquisition Cost
                                        (Purchase Price        Partnership's
                                           Plus General             Share of
                                               Partners'         November 30,
                              Date of       Acquisition       1997 Appraised
Property                      Acquisition          Fees)               Value(1)

Two Financial Centre (2)(4)      03-29-84  $  4,611,600         $  1,506,854
Maitland Center Office
  Building C (3)(4)              09-18-84     8,367,320            9,013,000
                                           $ 12,978,920         $ 10,519,854

Cash and cash equivalents                                         11,803,602
Rent and other receivables                                           180,295
Demand promissory note receivable                                  7,993,146
Prepaid expenses                                                      16,811
                                                                  30,513,708
Less:
    Accounts payable and accrued expenses                           (323,179)
    Due to affiliates                                               (105,612)
    Distribution Payable                                         (10,780,847)
Partnership Net Asset Value (5)                                  $19,304,070

Net Asset Value Allocated:
    Limited Partners                                             $19,111,029
    General Partners                                                 193,041
                                                                 $19,304,070
Net Asset Value Per Unit
    (100,000 units outstanding)                                  $    191.11

(1) This represents i) the Partnership's share of the November 30, 1997
appraised value of Two Financial Centre which was determined by an independent
property appraisal firm and ii) the purchase price of Maitland Center Office
Building C, which was under contract for sale at November 30, 1997.  The
Partnership's share of the November 30, 1997 appraised value takes into
account the allocation provision of the joint venture agreement governing the
distribution of sales proceeds for the property.  The sale of Maitland Center
Office Building C subsequently occurred on December 19, 1997.

(2)   The Acquisition Cost is net of the outstanding mortgage loan balance at
the time of acquisition.  The Partnership's share of the November 30, 1997
appraised value is net of the demand promissory note.  The Acquisition Cost of
$4,611,600 for Two Financial Centre is comprised of the acquisition fee paid
to the General Partners and an amount required to fund the completion of
tenant improvements and other capital items.

(3)   The Acquisition Cost of $8,367,320 for Maitland Center Office Building C
is comprised of the acquisition fee paid to the General Partners and an amount
required to fund the completion of tenant improvements and other capital items.

(4)  These properties are currently carried on the Partnership's
balance sheet as "Real estate assets held for disposition" and
therefore leasing commissions and the amortization of leasing
commissions are not considered in the calculation of Net Asset
Value.  Additionally, on November 10, 1997, Swenson Business Park
Building C was sold and the proceeds have been reflected in cash
and cash equivalents.

(5) The Net Asset Value assumes a hypothetical sale on November 30,
1997 of all the remaining Partnership properties at their
appraised values and the distribution of the proceeds of such
sale, together with the Partnership's cash and the proceeds from
temporary investments, to the partners.  With respect to Two
Financial Centre, real estate brokerage commissions payable to
the General Partners or others are not determinable at this time
and have not been included in the determination.  Since the
Partnership would incur real estate brokerage commissions and
other selling expenses in connection with the sale of its
properties and other assets, cash for distribution to the
partners would be less than the appraised Net Asset Value.

Limited partners should note that appraisals are estimates of
current value and actual values realizable upon sale may be
significantly different.  A significant factor in establishing an
appraised value is the actual selling price for properties which
the appraiser believes are comparable.  Because of the nature of
the Partnership's properties and the existing market for such
properties, there can be no assurance that the other properties
reviewed by the appraisers are comparable.  The appraised value
does not reflect the actual costs which would be incurred in
selling the property.  As a result of these factors and the
illiquid nature of an investment in Units of the Partnership, the
variation between the appraised value of the Partnership's
properties and the price at which Units of the Partnership could
be sold may be significant.  Fiduciaries of limited partners
which are subject to ERISA or other provisions of law requiring
valuations of Units should consider all relevant factors,
including, but not limited to, Net Asset Value per Unit in
determining the fair market value of the investment in the
Partnership for such purposes.


Schedule III - Real Estate and Accumulated Depreciation
November 30, 1997

                                           Two         Maitland
Consolidated Ventures:        Financial Centre       Building C         Total

Location                       Little Rock, AR      Orlando, FL           na

Construction date                         1981             1984           na
Acquisition date                      03-29-84         09-18-84           na
Life on which depreciation in
  latest income statements
  is computed                               (1)              (1)           na
Encumbrances                      $  7,993,146                -  $  7,993,146
Initial cost to Partnership (2):
   Land                              1,560,092        1,395,606     2,955,698
   Buildings and improvements        9,583,430        6,526,619    16,110,049
Costs capitalized
  subsequent to acquisition:
      Land, buildings
       and improvements              1,156,307        1,280,210     2,436,517
      Deferred Rent                     45,635           50,555        96,190
      Leasing Commissions              129,950           65,899       195,849

Gross amount at which
carried at close of period:
      Land                        $  1,560,092     $  1,395,606  $  2,955,698
      Buildings and improvements    10,759,709        7,819,148    18,578,857
      Deferred Rent                     45,635           50,555        96,190
      Leasing Commissions              129,950           65,899       195,849
                                  $ 12,495,386     $  9,331,208  $ 21,826,594(4)

Accumulated depreciation (3)      $  5,715,288     $  3,801,022  $  9,516,310(4)

(1)  Buildings and improvements - 25 years; personal property - 10 years.
(2)  Represents aggregate cost for both financial reporting and Federal income
     tax purposes.
(3)  The amount of accumulated depreciation for Federal income tax purposes is
     $15,361,467.
(4)  The sum of these numbers, $12,310,284, represents the amount of "Assets
     held for disposition".

A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended November 30, 1997, 1996, and 1995 follows:

                                        1997            1996            1995
Real estate investments:
Beginning of year                $29,824,136     $29,890,761     $29,629,684
Additions                             32,291         260,828         349,375
Deferred Rent                         96,190               -               -
Leasing Commissions                  195,849               -               -
Dispositions (1)                  (8,321,872)       (327,453)        (88,298)
End of year                      $21,826,594     $29,824,136     $29,890,761

Accumulated depreciation:
Beginning of year                $11,944,782     $11,038,346     $ 9,905,013
Depreciation expense                 442,075       1,233,889       1,221,631
Dispositions (1)                  (2,870,547)       (327,453)        (88,298)
End of year                      $ 9,516,310     $11,944,782     $11,038,346

(1)  Dispositions include assets associated with the sale of Swenson Business
     Park - Building C.

                                
                 Consent of Independent Auditors
                                
       We consent to the incorporation by reference in
       this Annual Report (Form 10-K) of Commercial
       Properties 2, L.P. of our report dated January 23,
       1998, included in the 1997 Annual Report to
       Shareholders of Commercial Properties 2, L.P. and
       Consolidated Ventures.
       
       Our audit also included the financial statement
       schedule of Commercial Properties 2, L.P. and
       Consolidated Ventures listed in Item 14(a).  This
       schedule is the responsibility of the
       Partnership's management.  Our responsibility is
       to express an opinion based on our audits.  In our
       opinion, the financial statement schedule referred
       to above, when considered in relation to the basic
       financial statements taken as a whole, presents
       fairly in all material respects the information
       set forth therein.

                                        ERNST & YOUNG LLP
       Boston, Massachusetts
       January 23, 1998