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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                                       OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1998

                         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.)

                            High Cash Partners, L.P.
                              (Sierra Marketplace)
                    c/o CB Commercial Real Estate Group, Inc.
                            5190 Neil Road, Suite 100
                             Reno, Nevada 89502-8500
                    (Address of principal executive offices)

                                 (212) 350-9900
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by checkmark  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  
                                  ---      ----

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

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                         FORM 10-Q - SEPTEMBER 30, 1998

                                      INDEX


PART I - FINANCIAL INFORMATION

     ITEM 1 - FINANCIAL STATEMENTS

        BALANCE SHEETS - September 30, 1998 and December 31, 1997..............1

        STATEMENTS  OF   OPERATIONS  -  For  the  three  months
           ended September  30,  1998 and 1997 and for the nine
           months ended
           September 30, 1998 and 1997.........................................2

        STATEMENT OF PARTNERS' EQUITY - For the nine months
           ended September 30, 1998............................................3

        STATEMENTS OF CASH FLOWS - For the nine months
           ended September 30, 1998 and 1997...................................4

        NOTES TO FINANCIAL STATEMENTS........................................5-6

     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS............................7-9

PART II - OTHER INFORMATION

     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K................................10

SIGNATURES....................................................................11

<PAGE>


PART I - FINANCIAL INFORMATION

     This report contains statements that constitute  forward-looking statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Those  statements  appear in a number of places  herein and  include  statements
regarding  the  intent,  belief  or  current  expectations  of the  Partnership,
primarily with respect to the future operating performance of the Partnership or
related developments.  Any such forward-looking statements are not guarantees of
future performance and involve risks and  uncertainties,  and actual results and
developments may differ from those described in the  forward-looking  statements
as a result of various  factors,  many of which are  beyond  the  control of the
Partnership.

ITEM 1 - FINANCIAL STATEMENTS

                            HIGH CASH PARTNERS, L.P.

                                 BALANCE SHEETS


                                                    September 30,   December 31,
                                                         1998           1997
                                                    -------------   ------------
ASSETS
         Real estate, net                           $ 15,336,893    $15,551,179
         Cash and cash equivalents                     4,063,245      3,052,039
         Tenant receivables, net                          71,745         29,737
         Other Assets                                     89,045         53,739
         Prepaid insurance premiums                       39,331         29,511
                                                    -------------   ------------
                                                    $ 19,600,259    $18,716,205
                                                    =============   ============
                                                    

LIABILITIES AND PARTNERS' EQUITY

Liabilities
         Mortgage loan payable                      $  6,500,000    $ 6,500,000
         Deferred interest payable                    12,571,320     11,040,481
         Accounts payable and accrued expenses            82,195        127,680
         Due to affiliates                                 3,303          2,890
         Tenants' security deposits payable               57,779         54,579
                                                    -------------   ------------

            Total liabilities                         19,214,597     17,725,630

Commitments and contingencies

Partners' equity
         Limited partners' equity (96,472 units
            issued and outstanding)                      381,805        980,669
         General partners' equity                          3,857          9,906
                                                    -------------   ------------

            Total partners' equity                       385,662        990,575
                                                    -------------   ------------

                                                    $ 19,600,259    $18,716,205
                                                    =============   ============

See notes to financial statements.

                                        1
<PAGE>

<TABLE>

                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

<CAPTION>

                                           For the three months ended   For the nine months ended
                                                   September 30,                September 30,
                                         ----------------------------   --------------------------

                                            1998          1997             1998           1997
                                         ----------    ----------       ----------    -----------
<S>                                      <C>           <C>              <C>           <C>
Revenues
     Rental income                       $  512,577    $  661,520       $1,772,928    $ 1,994,399
     Interest income                         46,201        27,416          126,282         73,170
     Other income                               200         1,390            2,217          5,320
                                         ----------    ----------       ----------    -----------
                                            558,978       690,326        1,901,427      2,072,889
                                         ----------    ----------       ----------    -----------

Costs and expenses
     Mortgage loan interest                 525,101       469,654        1,530,839      1,365,665
     Operating                              137,975       138,466          374,484        469,626
     Depreciation and amortization           83,649        77,535          257,278        299,599
     Partnership management fees             75,369        75,369          226,107        226,107
     Property management fees                19,140        19,846           51,905         59,834
     Administrative                          22,647        31,383           65,727         68,527
     Write-down for impairment                    -             -               -      6,475,500
                                         ----------    ----------       ----------    -----------
                                            863,881       812,253        2,506,340      8,964,858
                                         ----------    ----------       ----------    -----------

Net loss                                 $ (304,903)    $(121,927)      $ (604,913)   $(6,891,969)
                                         ===========    ==========      ==========    ============

Net loss attributable to
     Limited partners                    $ (301,854)    $(120,708)      $ (598,864)   $(6,823,049)
     General partners                        (3,049)       (1,219)          (6,049)       (68,920)
                                         ----------    ----------       ----------    -----------
                                         $ (304,903)    $(121,927)      $( 604,913)   $(6,891,969)
                                         ===========    ==========      ==========    ============

Net loss per unit of limited
partnership interest (96,472 units
outstanding)                             $    (3.13)    $   (1.25)      $    (6.21)   $    (70.73)
                                         ===========    ==========      ==========    ============
</TABLE>







See notes to financial statements.


                                        2

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          STATEMENT OF PARTNERS' EQUITY



                                             General       Limited       Total
                                            Partners'     Partners'    Partners'
                                             Equity        Equity       Equity
                                          -----------   -----------   ----------

Balance, January 1, 1998                  $  9,906      $  980,669    $ 990,575

Net loss for the nine months ended
   September 30, 1998                       (6,049)       (598,864)    (604,913)
                                          -----------   -----------   ----------
Balance, September 30, 1998               $  3,857      $  381,805    $ 385,662
                                          ===========   ===========   ==========





































See notes to financial statements.


                                        3

<PAGE>


<TABLE>

                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS


<CAPTION>
                                                                For the nine months ended
                                                                        September 30,
                                                          -----------------------------------

                                                               1998                 1997
<S>                                                       <C>                <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
   Net loss                                               $    (604,913)     $    (6,891,969)
   Adjustments to reconcile net loss to net cash
       provided by operating activities
            Write-down for impairment                                 -            6,475,500
            Deferred interest expense                         1,530,839            1,365,665
            Depreciation and amortization                       257,278              299,599
       Changes in assets and liabilities
            Tenant receivables                                  (42,008)            (140,174)
            Other assets                                        (52,137)              (1,301)
            Prepaid insurance premiums                           (9,820)              71,266
            Accounts payable and accrued expenses               (45,485)               8,194
            Due to affiliates                                       413              (74,427)
            Tenants' security deposits payable                    3,200                    -
                                                          --------------     ----------------

            Net cash provided by operating activities
                                                              1,037,367            1,112,353
                                                          --------------     ----------------


Cash flows from Investing activities
   Additions to real estate                                     (26,161)                   -
                                                          --------------     ----------------

Cash flows from financing activities
   Distributions to partners                                          -             (305,007)
                                                          --------------     ----------------


Net increase in cash and cash equivalents                     1,011,206              807,346

Cash and cash equivalents, beginning of period                3,052,039            1,774,565
                                                          --------------     ----------------

Cash and cash equivalents, end of period                  $    4,063,245     $     2,581,911
                                                          ==============     ================

</TABLE>

See notes to financial statements.


                                        4

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS



1.   INTERIM FINANCIAL INFORMATION

     The  summarized  financial   information  contained  herein  is  unaudited;
     however, in the opinion of management,  all adjustments (consisting only of
     normal  recurring  accruals)  necessary  for a fair  presentation  of  such
     financial  information  have  been  included.  The  accompanying  financial
     statements,  footnotes and discussions  should be read in conjunction  with
     the financial  statements,  related footnotes and discussions  contained in
     the High Cash Partners, L.P. (the "Partnership") annual report on Form 10-K
     for the year ended  December 31, 1997.  The results of  operations  for the
     nine months ended September 30, 1998 are not necessarily  indicative of the
     results to be expected for the full year.

2.   CHANGE IN GENERAL PARTNER OWNERSHIP, CONFLICTS OF INTEREST AND
     TRANSACTIONS WITH RELATED PARTIES

     On June 13, 1997,  Resources High Cash, Inc. ("RHC") and Presidio AGP Corp.
     ("AGP") sold their  general  partnership  interests in the  Partnership  to
     Pembroke HCP LLC ("Pembroke HCP") and Pembroke AGP Corp.  ("Pembroke AGP"),
     respectively.  In the same  transaction,  XRC Corp.,  the parent company of
     RHC,  sold its 8,361 Units to Pembroke  Capital  II, LLC, an  affiliate  of
     Pembroke  HCP and  Pembroke  AGP.  Subsequently,  Pembroke  Capital  II LLC
     acquired beneficial  ownership of an aggregate of an additional 4,442 Units
     in the secondary market.

     Prior to the sale of the general partnership interest in the Partnership to
     Pembroke HCP and Pembroke  AGP,  Wexford  Management  LLC  ("Wexford")  had
     performed  management  and  administrative  services for Presidio,  XRC and
     XRC's direct and  indirect  subsidiaries,  as well as for the  Partnership.
     Following  the sale,  an  affiliate  of Pembroke HCP was engaged to perform
     administrative  services  for the  Partnership.  During the  quarter  ended
     September 30, 1998, $9,000 in reimbursable payroll expenses was paid to the
     affiliate of Pembroke HCP for services performed during the quarter.

     The Partnership had been a party to a supervisory management agreement with
     Resources  Supervisory  Management  Corp.  ("Resources  Supervisory"),   an
     affiliate of RHC and AGP, pursuant to which Resources Supervisory performed
     certain property management functions. Resources Supervisory performed such
     services  through June 13, 1997.  Effective June 13, 1997, the  Partnership
     terminated  this  agreement  and  entered  into a  similar  agreement  with
     Pembroke  Realty  Management  LLC  ("Pembroke  Realty"),  an  affiliate  of
     Pembroke HCP and Pembroke  AGP. A portion of the property  management  fees
     payable  to  Resources  Supervisory  and  Pembroke  Realty  were paid to an
     unaffiliated  management company, which had been engaged for the purpose of
     performing the property  management  functions that were the subject of the
     supervisory management agreement. For the quarters ended September 30, 1998
     and 1997,  Pembroke  Realty was  entitled to receive  $19,140 and  $19,846,
     respectively,  of which $15,950 and $16,538,  respectively,  was payable to
     the unaffiliated  management company. No leasing activity  compensation was
     paid to Pembroke  Realty for the quarters ended September 30, 1998 or 1997.
     Current fees of $3,303  payable to Pembroke  Realty at  September  30, 1998
     were paid in the subsequent quarter.

                                        5

<PAGE>



2.   CHANGE IN GENERAL PARTNER OWNERSHIP, CONFLICTS OF INTEREST AND
     TRANSACTIONS WITH RELATED PARTIES (continued)

     For managing the affairs of the  Partnership,  the Managing General Partner
     is entitled to an annual partnership  management fee equal to $301,475. For
     each of the  quarters  ended  September  30,  1998 and 1997,  the  Managing
     General Partner was entitled to a partnership management fee of $75,369.

     The general  partners  are  allocated 1% of the net income or losses of the
     Partnership,  which  amounted to a net loss of $(3,049) and $(1,219) in the
     quarters  ended  September 30, 1998 and 1997,  respectively.  They also are
     entitled to receive 1% of distributions.

3.   REAL ESTATE

     Real  estate,  which is the  Partnership's  sole asset,  is  summarized  as
     follows:


                                             September 30,       December 31,
                                                  1998              1997
                                            ---------------    ---------------

     Land                                   $    6,667,189     $    6,667,189
     Building and improvements                  12,826,875         12,800,714
                                            ---------------    ---------------
                                                19,494,064         19,467,903
     Accumulated depreciation                   (4,157,171)        (3,916,724)
                                            ---------------    ---------------

                                            $   15,336,893     $   15,551,179
                                            ===============    ===============

     The land,  building and improvements that comprise the  Partnership's  sole
     asset are  collateralized  by a mortgage  loan payable.  In performing  its
     quarterly impairment review of the Partnership's property, prior management
     determined  that the  aggregate  undiscounted  cash flows from the property
     over the  anticipated  holding  period were below its net carrying value at
     March 31, 1997 and,  therefore,  an impairment existed. At that time, prior
     management  estimated  the fair value of the  property to be  approximately
     $15,875,000.  Consequently,  a write-down  for impairment of $6,475,500 was
     recorded as of March 31, 1997,  of which  $2,201,670  was allocated to land
     and  $4,273,830 was allocated to building and  improvements.  No write-down
     for  impairment  was required  during the three months ended  September 30,
     1998.

4.   DUE TO AFFILIATES

     The amounts due to affiliates are as follows:


                                             September 30,       December 31,
                                                  1998              1997
                                            ---------------    ---------------

     Supervisory Management Fee             $        3,303     $        2,890
                                            ===============    ===============





                                        6

<PAGE>



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


     Liquidity and Capital Resources

     The Partnership's  sole property is a community  shopping center located in
     Reno, Nevada containing  approximately  233,000 square feet of net leasable
     area.

     The  Partnership  uses  working  capital  reserves  set aside  from the net
     proceeds of its public  offering in 1989 and  undistributed  cash flow from
     operations as its primary  measure of liquidity.  As of September 30, 1998,
     working capital reserves amounted to approximately $4,000,000, which may be
     used to fund capital  expenditures,  insurance,  real estate taxes and loan
     payments. All expenditures made during the quarter ended September 30, 1998
     were funded from cash flow from operations.

     At September 30, 1998, the total amount  outstanding  on the  Partnership's
     mortgage loan payable to Resources Accrued Mortgage  Investors 2 L.P. ("RAM
     2")  was  $19,071,320,   which  included   deferred   interest  payable  of
     $12,571,320.  The  mortgage  does not permit a  prepayment  before March 1,
     1999,  and,  therefore,  the  Partnership  may not be able to refinance the
     mortgage  before that date. At March 1, 1999, the total amount  outstanding
     on the mortgage is expected to be approximately  $20,000,000.  If the value
     of the  property  does  not  exceed  $20,000,000  at  March  1,  1999,  the
     Partnership  may not be able to refinance  the  mortgage at that time.  The
     mortgage  matures on February  28,  2001.  At that time,  the total  amount
     outstanding on the mortgage is expected to be approximately $25,000,000. If
     the value of the  property  at that time does not exceed  $25,000,000,  the
     Partnership  may  lose  its  entire  investment  in the  property.  In that
     connection,  in the first  quarter of 1997,  the value of the  property was
     written down to $15,875,000. See "Write-Down for Impairment" below.

     The  mortgage  further  requires  the  Partnership  to provide RAM 2 with a
     current appraisal of the Partnership's property upon RAM 2's request. If it
     is determined,  based upon the requested appraisal, 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 on the mortgage at 6.22% per annum,  compounded monthly (that sum,
     the  "Measurement  Amount"),  exceeds 85% of the appraised value, an amount
     equal to such excess would become immediately due and payable to RAM 2.

     To date,  the  lender  has not  requested  an  appraisal.  There  can be no
     assurance that, if the lender  requests an appraisal,  85% of the appraised
     value will  equal the  Measurement  Amount.  At  September  30,  1998,  the
     Measurement Amount was approximately  $11,820,000,  which was approximately
     $1,674,000 less than 85% of the $15,875,000 value to which the property was
     written  down in the first  quarter of 1997.  As interest  on the  mortgage
     accrues, the Measurement Amount will increase,  and, therefore,  unless the
     value of the property increases sufficiently from the value to which it was
     written  down  in  the  first  quarter  of  1997,  the  Measurement  Amount
     eventually will exceed 85% of the appraised value of the property.

     Until November 1997, Levitz Furniture  Corporation  ("Levitz") had occupied
     approximately  23%  of  the  space  of the  Partnership's  property  (i.e.,
     approximately  53,000  out of  approximately  233,000  square  feet  of net
     leasable  area). In November 1997,  Levitz,  which had filed for protection
     under Chapter 11 of the Bankruptcy Code,  vacated its space.  Levitz ceased
     paying rent to the Partnership as of April 2, 1998.

     The  vacancy at the Levitz  space has  resulted  in a loss of income to the
     Partnership, and may adversely affect the surrounding tenants, particularly
     in light of the limited visibility those tenants have


                                        7

<PAGE>



     to the main  thoroughfare.  See "Real Estate Market" below. The Partnership
     is actively seeking a substitute tenant. However, there can be no assurance
     the Partnership will succeed in finding a substitute  tenant promptly or on
     terms  comparable  to those  under  the  Levitz  lease.  In  addition,  the
     Partnership  expects to make substantial  expenditures in order to secure a
     substitute tenant and in connection with a new lease.

     The level of leasing activity cannot be predicted, particularly in light of
     the  Levitz  situation,  and  therefore,  the  amount  of  further  capital
     expenditures  arising from leasing  activity is uncertain.  There can be no
     assurance the Partnership will have sufficient  liquidity both to make such
     capital  expenditures,  and to make the payments that may be required under
     the terms of the RAM 2 loan.  If there is a default on the RAM 2 loan,  the
     Partnership would be materially and adversely affected.  Consequently,  the
     Partnership has declared no distribution  payable for the nine months ended
     September  30,  1998  and  will  not  declare  any   distribution  for  the
     foreseeable future in order to build up cash reserves.

     Real Estate Market

     A  substantial  decline in the market value of the  Partnership's  property
     reflects  real estate  market  conditions  in the vicinity of the property.
     Recently built shopping centers in the vicinity have increased  competition
     for tenants.  This competitive factor,  together with the fact that much of
     the unleased  space in the  Partnership's  property  (including  the Levitz
     space) has only limited  visibility to the main  thoroughfare  and the fact
     that the space  occupied  by Levitz is  expected  to be vacant for at least
     some period,  have  hindered the  lease-up of new space.  As a result,  the
     Partnership's investment in its property is at risk.

     Write-Down for Impairment

     The  Partnership's  property is  reflected in the  Partnership's  financial
     statements  at the lower of  depreciated  cost or estimated  fair value.  A
     write-down for impairment with respect to the Partnership's property may be
     recorded from time to time based upon quarterly reviews of the property. In
     performing  this review,  management  considers the estimated fair value of
     the property based upon  undiscounted  future cash flows,  as well as other
     factors,  such as the current  occupancy  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 of the property may differ  materially from the value reflected
     in the Partnership's  financial statements.  A write-down for impairment is
     inherently  subjective  and is based upon  management's  best  estimate  of
     current conditions and assumptions about expected future conditions.

     In the  first  quarter  of  1997,  prior  management  determined  that  the
     aggregate  undiscounted  cash flows from the property over the  anticipated
     holding  period  were  below the  value of the  property  reflected  in the
     Partnership's  financial  statements at March 31, 1997 and,  therefore,  an
     impairment existed. At that time, prior management estimated the fair value
     of the property to be approximately $15,875,000. Consequently, a write-down
     for impairment of $6,475,500 was recorded at March 31, 1997.

     No additional  write-down  for impairment has been required since March 31,
     1997.  However,  the Partnership may provide for additional  write-downs in
     the future and such write-downs could be material.



                                        8

<PAGE>



     Results of Operations

     Three  months  ended  September  30, 1988  compared to three  months  ended
     September 30, 1997

     The Partnership  realized a net loss of $304,903 for the three months ended
     September 30, 1998 compared to a net loss of $121,927 for the corresponding
     1997 period,  a change of $182,976.  The change was primarily a result of a
     decrease in rental revenue caused by Levitz ceasing paying rent as of April
     2, 1998, as well as an increase in mortgage loan interest expense.

     Revenues decreased from 1997 to 1998 primarily due to the loss of Levitz as
     a tenant, as well as other decreases in base rentals.

     Costs and expenses increased from 1997 to 1998 primarily due to an increase
     in mortgage loan interest expense, which was partially offset by a decrease
     in administrative expenses.

     Mortgage loan interest expense increased due to the compounding effect from
     the  deferral  of  the  interest  expense  on  the  zero  coupon  mortgage.
     Administrative  expenses  decreased  primarily  due to a decrease  in legal
     fees.

     Nine  months  ended  September  30,  1998  compared  to nine  months  ended
     September 30, 1997

     The  Partnership  realized a net loss of $604,913 for the nine months ended
     September  30,  1998  compared  to  a  net  loss  of  $6,891,969   for  the
     corresponding 1997 period, a change of $6,287,056. The change was primarily
     a result of the  write-down  for  impairment  recorded in March 1997 on the
     Partnership's property.

     Revenues decreased from 1997 to 1998 due to the loss of Levitz as a tenant,
     as well as other decreases in base rentals.

     Costs  and  expenses  decreased  from  1997  to 1998  primarily  due to the
     write-down  for  impairment  recorded in 1997.  Decreases in operating  and
     depreciation expenses were partially offset by an increase in mortgage loan
     interest  expense.  Operating  expenses  decreased  as a  result  of  lower
     insurance and repairs and maintenance costs. Depreciation expense decreased
     as a result  of the  impairment  recorded  in  March  1997.  Mortgage  loan
     interest expense increased due to the compounding  effect from the deferral
     of the interest expense on the zero coupon mortgage.


                                        9

<PAGE>



PART II - OTHER INFORMATION

ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits:  None

       (b)  Reports on Form 8-K:  None.



                                       10

<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.



                                       HIGH CASH PARTNERS, L.P.

                                       By:  Pembroke HCP, LLC
                                            Managing General Partner




                                       By:  Pembroke Companies, Inc.,
                                            Managing Member



Dated:  November 13, 1998                   By: /s/ Lawrence J. Cohen
                                                ---------------------
                                                Lawrence J. Cohen
                                                President and Principal
                                                Financial and Accounting Officer


                                       11

<PAGE>