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                                  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 March 31, 1999

                         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 - MARCH 31, 1999

                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

            BALANCE SHEETS - March 31, 1999 and December 31, 1998.............1

            STATEMENTS OF OPERATIONS - For the three months ended
                  March 31, 1999 and 1998 ....................................2

            STATEMENT OF PARTNERS' EQUITY - For the three months
                  ended March 31, 1999........................................3

            STATEMENTS OF CASH FLOWS - For the three months
                  ended March 31, 1999 and 1998...............................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


                                              March 31,             December 31,
                                                1999                   1998
                                          ------------------  ------------------
ASSETS
  Real estate, net                         $  15,276,885         $  15,358,165
  Cash and cash equivalents                    4,589,407             4,270,688
  Tenant receivables, net                         65,323                63,653
  Other assets                                   114,026               114,174
  Prepaid real estate taxes                       63,626                   -0-
  Prepaid insurance premiums                      21,216                27,523
                                          ------------------  ------------------
                                           $  20,130,483         $  19,834,203
                                          ==================  ==================

LIABILITIES AND PARTNERS' EQUITY

Liabilities
  Mortgage loan payable                    $   6,500,000          $  6,500,000
  Deferred interest payable                   13,672,705            13,117,279
  Accounts payable and accrued expenses           84,867                93,429
  Deferred revenue                                35,000                   -0-
  Due to affiliates                                2,661                   -0-
  Tenants' security deposits payable              58,867                58,867
                                          ------------------  ------------------
    Total liabilities                         20,354,100            19,769,575
                                          ------------------  ------------------

Commitments and contingencies

Partners' equity (deficit)
  Limited partners' equity (deficit)        
    (96,472 units issued and outstanding)       (221,382)               63,981
  General partners' equity (deficit)              (2,235)                  647
                                          ------------------  ------------------
    Total partners' equity (deficit)            (223,617)               64,628
                                          ------------------  ------------------
                                           $  20,130,483         $  19,834,203
                                          ==================  ==================

See notes to financial statements.


                                        1

<PAGE>



                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS




                                                 For the three months ended
                                                          March 31,
                                             -----------------------------------

                                                   1999               1998
                                             ----------------    ---------------
Revenues
   Rental income                               $   554,784         $   595,281
   Interest income                                  43,140              37,812
   Other income                                     10,741               1,550
                                             ----------------    ---------------
                                                   608,665             634,643
                                             ----------------    ---------------

Costs and expenses
   Mortgage loan interest                           55,426             496,625
   Operating                                       135,359             110,300
   Depreciation and amortization                    90,169              84,483
   Partnership management fees                      75,369              75,369
   Property management fees                         17,570              17,687
   Administrative                                   23,017              15,764
                                             ----------------    ---------------
                                                    96,910             800,228
                                             ----------------    ---------------

Net loss                                       $  (288,245)        $  (165,585)
                                             ================    ===============

Net loss attributable to
   Limited partners                            $  (285,363)        $  (163,929)
   General partners                                 (2,882)             (1,656)
                                             ----------------    ---------------
                                               $  (288,245)        $  (165,585)
                                             ================    ===============

Net loss per unit of limited partnership 
interest (96,472 units outstanding)            $     (2.96)        $     (1.70)
                                             ================    ===============




See notes to financial statements.


                                        2

<PAGE>



                            HIGH CASH PARTNERS, L.P.

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)




                                       General         Limited          Total
                                      Partners'       Partners'       Partners'
                                       Equity          Equity          Equity
                                      (Deficit)       (Deficit)       (Deficit)
                                    -------------   -------------   ------------

Balance, January 1, 1999             $     647      $   63,981      $   64,628

Net loss for the three   
   months ended March 31, 1999          (2,882)       (285,363)       (288,245)
                                    -------------   -------------   ------------
Balance, March 31, 1999              $  (2,235)     $ (221,382)     $ (223,617)
                                    =============   =============   ============




























See notes to financial statements.


                                        3

<PAGE>



                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS





                                                 For the three months ended
                                                          March 31,
                                               ---------------------------------
                                                     1999             1998
                                               ---------------   ---------------
INCREASE (DECREASE) IN CASH 
AND CASH EQUIVALENTS

Cash flows from operating 
   activities
   Net loss                                    $   (288,245)      $   (165,585)
   Adjustments to reconcile net loss to net 
      cash provided by operating activities
          Deferred interest expense                 555,426            496,625
          Depreciation and amortization              90,169             84,483
      Changes in assets and liabilities
          Tenant receivables                         (1,670)           (35,240)
          Other assets                               (8,741)            (2,138)
          Prepaid real estate taxes                 (63,626)           (60,148)
          Prepaid insurance premiums                  6,307              7,469
          Accounts payable and accrued expenses       8,562)           (18,291)
          Deferred revenue                           35,000                -0-
          Due to affiliates                           2,661                 58
                                               ---------------   ---------------

          Net cash provided by operating
             activities                            318,719            307,233
                                               ---------------   ---------------

Net increase in cash and cash 
   equivalents                                      318,719            307,233

Cash and cash equivalents, beginning 
   of period                                      4,270,688          3,052,039
                                               ---------------   ---------------

Cash and cash equivalents, end of period       $  4,589,407       $  3,359,272
                                               ===============   ===============











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, 1998.  The results of  operations  for the
     three months  ended March 31, 1999 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 5,278 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  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 March 31,  1999,
     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 March 31, 1999 and
     1998,  Pembroke  Realty  was  entitled  to  receive  $17,570  and  $17,687,
     respectively,  of which $14,642 and $14,739,  respectively,  was payable to
     the unaffiliated  management company. No leasing activity  compensation was
     paid to  Pembroke  Realty for the  quarters  ended  March 31, 1999 or 1998.
     Current  fees of $2,661  payable to Pembroke  Realty at March 31, 1999 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 March 31, 1999 and 1998,  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 losses of $2,882 and $1,656 in the quarters
     ended  March 31,  1999 and 1998,  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:


                                         March 31,           December 31,
                                          1999                  1998
                                       ---------------     ----------------     

Land                                    $  6,667,189        $  6,667,189
Building and improvements                 12,932,876          12,932,876
                                       ---------------     ----------------     
                                          19,600,065          19,600,065
Accumulated depreciation                  (4,323,180)         (4,241,900)
                                       ---------------     ----------------     

                                        $ 15,276,885       $  15,358,165
                                       ===============     ================     

     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,  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,
     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 March 31, 1999 or
     1998.

4.   DUE TO AFFILIATES

     The amounts due to affiliates are as follows:


                                         March 31,           December 31,
                                          1999                  1998
                                       ---------------     ----------------     

Supervisory Management Fee              $      2,661        $        -0-
                                       ===============     ================     








                                        6

<PAGE>



5.   SUBSEQUENT EVENT

     In May 1999, the Partnership  effected a cash distribution of $4,100,000 in
     the  aggregate,  or $42.07 per Unit,  to  Unitholders  of record on May 11,
     1999. As a consequence, immediately after the distribution, the Partnership
     had approximately $500,000 in cash and cash equivalents.

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 March 31,  1999,
     working capital reserves amounted to approximately $4,500,000, which may be
     used to fund capital  expenditures,  insurance,  real estate taxes and loan
     payments.  All  expenditures  made during the quarter  ended March 31, 1999
     were funded from cash flow from operations.

     At March  31,  1999,  the total  amount  outstanding  on the  Partnership's
     mortgage loan payable to Resources Accrued Mortgage  Investors 2 L.P. ("RAM
     2")  was  $20,172,705,   which  included   deferred   interest  payable  of
     $13,672,705. The mortgage did not permit a prepayment before March 1, 1999,
     and,  therefore,  the  Partnership  was not able to refinance  the mortgage
     before that date. 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 March 31, 1999, the Measurement
     Amount was approximately  $12,192,000,  which was approximately  $1,302,000
     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


                                        7

<PAGE>



     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.  The vacancy also may have adversely  affected the surrounding
     tenants, particularly in light of the limited visibility those tenants have
     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,  if a
     substitute tenant is obtained,  the Partnership expects to make substantial
     expenditures  in order to secure the  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.

     In May 1999, the Partnership  effected a cash distribution of $4,100,000 in
     the  aggregate,  or $42.07 per Unit,  to  Unitholders  of record on May 11,
     1999. As a consequence, immediately after the distribution, the Partnership
     had approximately $500,000 in cash and cash equivalents.

     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.



                                        8

<PAGE>



     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.

     Inflation

     Inflation has not had a material impact on the Partnership's  operations or
     financial  condition in recent years and is not expected to have a material
     impact in the foreseeable future.

     Year 2000

     Costs  associated  with the year 2000 conversion are not expected to have a
     material effect on the Partnership.

     Results of Operations

     Three months ended March 31, 1999  compared to three months ended March 31,
     1998

     The Partnership  realized a net loss of $288,245 for the three months ended
     March 31, 1999  compared to a net loss of  $165,585  for the  corresponding
     1998 period,  a change of $122,660.  The change was primarily a result of a
     decrease in rental income caused by Levitz  ceasing to pay rent as of April
     2, 1998, as well as an increase in mortgage loan interest expense.

     Revenues  decreased from 1998 to 1999 due to the loss of Levitz,  which was
     partially offset by an increase in real estate tax reimbursements.

     Costs and expenses  increased  from 1998 to 1999 primarily due to increases
     in mortgage loan interest expense and operating expenses.

     Mortgage loan interest expense increased due to the compounding effect from
     the deferral of the interest expense on the zero coupon mortgage. Operating
     expenses increased as a result of higher repairs and maintenance costs.




                                        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:  May 17, 1999            By:  /s/ Lawrence J. Cohen              
                                     -----------------------------------
                                          Lawrence J. Cohen
                                          President and Principal
                                          Financial and Accounting Officer








                                       11