##### Table of Contents

##### Index to Financial Statements

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-K

(Mark One)



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

OR



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

Commission File Number 001-09240



---



Transcontinental Realty Investors, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 95-6565852                          
|(State or other jurisdiction of Incorporation or organization) |  | (IRS Employer Identification Number)
|                                                               | 
|1800 Valley View Lane, Suite 300, Dallas, Texas                |  | 75234                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(469) 522-4200

(Registrants Telephone Number, including area code)

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



|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Title of Each Class           |  | Name of each exchange on which registered
|Common Stock, $0.01 par value |  | New York Stock Exchange                  

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

NONE

Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No x

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ̈No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.    x

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of accelerated filer and large accelerated filer in Rule 126-2 of the Exchange Act (check one).

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.    Yes ̈No x

The aggregate market value of the shares of voting and
non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price at which the common equity was last sold which was the sales price of the Common Stock on the New York Stock Exchange as of June 30,
2005 (the last business day of the Registrants most recently completed second fiscal quarter) was $29,937,653 based upon a total of 1,409,494 shares held as of June 30, 2005 by persons believed to be non-affiliates of the Registrant. The
basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of this filing, would yield a different value.

As of March 24, 2006, there were 7,900,869 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Consolidated Financial Statements of Income Opportunity Realty Investors, Inc. Commission File No. 001-14784

Consolidated
Financial Statements of American Realty Investors, Inc. Commission File No. 001-15663



---



---

##### Table of Contents

##### Index to Financial Statements

INDEX TO

ANNUAL REPORT ON FORM 10-K



|               |  |                                                                                                              |  |     
|-------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|               |  |                                                                                                              |  | Page
|PART I        
|Item 1.        |  | Business                                                                                                     |  | 3   
|Item 1A.       |  | Risk Factors                                                                                                 |  | 6   
|Item 1B.       |  | Unresolved Staff Comments                                                                                    |  | 10  
|Item 2.        |  | Properties                                                                                                   |  | 10  
|Item 3.        |  | Legal Proceedings                                                                                            |  | 24  
|Item 4.        |  | Submission of Matters to a Vote of Security Holders                                                          |  | 24  
|               | 
|PART II        |  |                                                                                                             
|               |  |                                                                                                             
|Item 5.        |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 26  
|Item 6.        |  | Selected Financial Data                                                                                      |  | 27  
|Item 7.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 28  
|Item 7A.       |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 39  
|Item 8.        |  | Consolidated Financial Statements and Supplementary Data                                                     |  | 41  
|Item 9.        |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 94  
|Item 9A.       |  | Controls and Procedures                                                                                      |  | 94  
|Item 9B.       |  | Other Information                                                                                            |  | 94  
|               | 
|PART III       |  |                                                                                                             
|               |  |                                                                                                             
|Item 10.       |  | Directors and Executive Officers of the Registrant                                                           |  | 95  
|Item 11.       |  | Executive Compensation                                                                                       |  | 102 
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 105 
|Item 13.       |  | Certain Relationships and Related Transactions                                                               |  | 106 
|Item 14.       |  | Principal Accountant Fees and Services                                                                       |  | 110 
|               | 
|PART IV        |  |                                                                                                             
|               |  |                                                                                                             
|Item 15.       |  | Exhibits and Consolidated Financial Statements Schedules                                                     |  | 113 
|Signature Page |  | 115                                                                                                         



2



---

##### Table of Contents

##### Index to Financial Statements

FORWARD-LOOKING STATEMENTS

Certain Statements in the Form 10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words estimate, plan, intend, expect, anticipate, believe, and
similar expressions are intended to identify forward-looking statements. The forward-looking statements are found at various places throughout this Report and in the documents incorporated herein by reference. The Company disclaims any intention or
obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our
goals will be achieved. Important factors that could cause our actual results to differ from estimates or projections contained in any forward-looking statements are described under Risk Factors Related to our Business beginning on page
6.

PART I

ITEM 1.BUSINESS

Transcontinental Realty Investors, Inc.
(TCI or the Company or we or us), a Nevada corporation, is the successor to a California business trust that was organized on September 6, 1983 and commenced operations on January 31, 1984.
On November 30, 1999, TCI acquired all of the outstanding shares of beneficial interest of Continental Mortgage and Equity Trust (CMET), a real estate company, in a tax-free exchange of shares, issuing 1.181 shares of its Common
Stock for each outstanding CMET share. Prior to January 1, 2000, TCI elected to be treated as a Real Estate Investment Trust (REIT) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the
Code). During the third quarter of 2000, due to a concentration of ownership TCI no longer met the requirement for tax treatment as a REIT.

TCIs real estate at December 31, 2005, consisted of 132 properties held for investment, one partnership property, five construction properties and five properties held-for-sale. In 2005, TCI purchased 26
properties held for investment. TCIs mortgage notes receivable portfolio at December 31, 2005, consisted of 21 mortgage loans. TCIs real estate and mortgage notes receivable portfolios are more fully discussed in ITEM 2.
PROPERTIES.

Effective March 31, 2003, TCI financial results were consolidated in the American Realty Investors, Inc.
(ARI) Form 10-K and related consolidated financial statements. As of December 31, 2005, ARI owned 82.2% of the outstanding TCI common shares.

Business Plan and Investment Policy

TCIs business is investing in real estate through direct equity ownership and
partnerships and financing real estate and real estate related activities through investments in mortgage loans, including first, wraparound and junior mortgage loans. TCIs real estate is located throughout the continental United States and
one property is located in Poland. Information regarding TCIs real estate and mortgage notes receivable portfolios is set forth in ITEM 2. PROPERTIES, and in Schedules III and IV to the Consolidated Financial Statements
included in ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. TCI has four operating segments; apartments, commercial properties, hotels and land ownership.

TCIs business is not seasonal. Management intends to pursue a balanced investment policy, seeking both current income and capital appreciation.
With respect to new real estate investments, managements plan is to consider all types of real estate with an emphasis on properties generating current cash flow. Management expects to invest in and improve these properties to maximize both
their immediate and long-term value. Management intends to continue the development of apartment properties in selected markets primarily in Texas. Management intends to pursue sales opportunities for properties in stabilized real estate markets
where TCIs



3



---

##### Table of Contents

##### Index to Financial Statements

properties have reached their potential. Management also expects to be an opportunistic seller of properties in markets where demand exceeds current supply.

Managements operating strategy is to attempt to maximize each TCI propertys operating income through aggressive leasing and
controlling operating expenses while at the same time making property renovations and/or improvements where appropriate. Such expenditures maintain or enhance the value of the properties, making the properties more desirable to prospective tenants
and thereby allowing the Company to charge higher rents.

Management does not expect to fund or acquire new mortgage loans in 2006.
However, TCI may originate mortgage loans in conjunction with providing purchase money financing related to a property sale. Management intends to service and hold for investment the mortgage notes in TCIs portfolio. TCI may borrow against its
mortgage notes, using the proceeds from such borrowings for property acquisitions or for general working capital needs. Management also intends to pursue TCIs rights vigorously with respect to mortgage notes in default. TCIs Articles of
Incorporation impose no limitations on its investment policy with respect to mortgage loans and does not prohibit the Company from investing more than a specified percentage of its assets in any one mortgage loan.

Management of the Company

Although the Board of
Directors is directly responsible for managing the affairs of TCI and for setting the policies which guide it, its day-to-day operations were performed until July 1, 2003 by Basic Capital Management, Inc. (BCM), a contractual
advisor under the supervision of the Board. Effective July 1, 2003, BCM was replaced as contractual advisor to TCI by Prime Asset Management, Inc., (PAMI) under the same terms as BCMs advisory agreement. PAMI is owned by
Realty Advisors (80.0%) and Syntek West, Inc. (20.0%), related parties. Syntek West, Inc. (Syntek) is owned by Gene E. Phillips. Effective August 18, 2003, PAMI changed its name to Prime Income Asset Management, Inc.,
(PIAMI). On October 1, 2003, Prime Income Asset Management, LLC (Prime), which is owned 100% by PIAMI, replaced PIAMI as the advisor to TCI. The duties of Prime include, among other things, locating, investigating,
evaluating and recommending real estate, mortgage note investment and sales opportunities, as well as financing and refinancing sources. Prime also serves as a consultant in connection with TCIs business plan and investment decisions made by
the Board.

Prime is a single-member, limited liability company, the sole member of which is PIAMI, which is owned 80% by Realty Advisors,
Inc., and 20% by Syntek. Realty Advisors, Inc. is owned 100% by a trust for the benefit of the children of Gene E. Phillips. Syntek is owned 100% by Gene E. Phillips. Mr. Phillips is not an officer or director of Prime, but serves as a
representative of the trust, is involved in daily consultation with the officers of Prime and has significant influence over the conduct of Primes business, including the rendering of advisory services and the making of investment decisions
for itself and for TCI. Prime is more fully described in. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTThe Advisor.

BCM provided advisory services to TCI from March 28, 1989 until June 30, 2003, when Prime replaced BCM as the contractual advisor to TCI. Prime also serves as advisor to ARI. The directors of TCI are also directors of ARI. Certain
officers of TCI also serve as officers of ARI, BCM and Prime. As of March 24, 2006, TCI owned approximately 24.0% of Income Opportunity Realty Investors, Inc. (IORI) outstanding shares of common stock. ARI owns approximately 82.2%
of the outstanding shares of TCIs common stock.

Since February 1, 1990, affiliates of BCM and Prime have provided property
management services to TCI. Currently, Triad Realty Services, Ltd. (Triad) provides such property management services. Triad subcontracts with other entities for the provision of property-level management services to TCI. The general
partner of Triad is PIAMI. The limited partner of Triad is Highland Realty Services, Inc. (Highland). Triad subcontracts the property-level management and leasing of 22 of TCIs commercial properties (office buildings, shopping
centers and industrial warehouses) to Regis Realty I, LLC (Regis I), which is owned by Highland. Regis I receives property and construction management fees and leasing commissions in accordance with the terms of its property-level
management agreement with Triad. Regis I is also entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement. Since January 1, 2003, Regis



4



---

##### Table of Contents

##### Index to Financial Statements

Hotel I, LLC, has managed TCIs four hotels. The sole member of Regis I and Regis Hotel I, LLC is Highland. See ITEM 10. DIRECTORS AND
EXECUTIVE OFFICERS OF THE REGISTRANTThe Advisor.

TCI has no employees. Employees of Prime render services to TCI in accordance
with the terms of the Advisory Agreement dated October 1, 2003.

Competition

Real Estate.    The real estate business is highly competitive and TCI competes with numerous entities engaged in real estate
activities (including certain entities described in ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Party Transactions), some of which have greater financial resources than TCI. Management believes that success
against such competition is dependent upon the geographic location of the property, the performance of property-level managers in areas such as leasing and marketing, collections and control of operating expenses, the amount of new construction in
the area and the maintenance and appearance of the property. Additional competitive factors include ease of access to the property, the adequacy of related facilities, such as parking and other amenities, and sensitivity to market conditions in
setting rent levels. With respect to apartments, competition is also based upon the design and mix of units and the ability to provide a community atmosphere for the residents. Management believes that beyond general economic circumstances and
trends, the degree to which properties are renovated or new properties developed in the competing submarket are also competitive factors. See also Item 1A. RISK FACTORS.

To the extent that TCI seeks to sell any of its properties, the sales prices for such properties may be affected by competition from other real estate
entities and financial institutions also attempting to sell their properties and by aggressive buyers attempting to penetrate or dominate a particular market.

As described above and in ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated Party Transactions, certain officers and directors of TCI also serve as officers and directors of other
entities also advised by Prime which have business objectives similar to those of TCI. TCIs directors and officers owe fiduciary duties to such other entities as well as to TCI under applicable law. In determining to which entity a particular
investment opportunity will be allocated, the officers and directors consider the respective investment objectives of each such entity and the appropriateness of a particular investment in light of each such entitys existing real estate
portfolio. To the extent that any particular investment opportunity is appropriate to more than one of the entities, the investment opportunity will be allocated to the entity which had funds available for investment for the longest period of time
or, if appropriate, the investment may be shared among all or some of the entities.

In addition, as also described in ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSCertain Business Relationships, TCI also competes with other entities which are affiliates of Prime and which have investment objectives similar to TCIs and may compete with it in
purchasing, selling, leasing and financing of real estate and real estate related investments. In resolving any potential conflicts of interest which may arise, Prime intends to continue to exercise its best judgment as to what is fair and
reasonable under the circumstances in accordance with applicable law.

Available Information

TCI maintains an internet site at http://www.transconrealty-invest.com. TCI has available through their website free of charge Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the
Securities and Exchange Commission. In addition, the Company has posted the charters for our Audit Committee, Compensation Committee and Governance and Nominating Committee, as well as our Code of Business Conduct and Ethics, Corporate Governance
Guidelines on Director Independence and other information on the website. These charters and principles are not incorporated in this Report by reference. TCI will also provide a copy of these documents free of charge to



5



---

##### Table of Contents

##### Index to Financial Statements

stockholders upon written request. The Company issues Annual Reports containing audited financial statements to its common stockholders.

ITEM 1A.RISK FACTORS

An investment in our securities involves
various risks. All investors should carefully consider the following risk factors in conjunction with the other information in this Report before trading our securities.

Risk Factors Related to our Business

Adverse events concerning TCIs existing tenants or
negative market conditions affecting TCIs existing tenants could have an adverse impact on TCIs ability to attract new tenants, release space, collect rent or renew leases, and thus could adversely affect cash flow from operations and
inhibit growth. Cash flow from operations depends in part on the ability to lease space to tenants on economically favorable terms. TCI could be adversely affected by various facts and events over which the Company has limited or no control, such
as:



| |  |  | lack of demand for space in areas where the properties are located;
| | - |  | -------------------------------------------------------------------



| |  |  | inability to retain existing tenants and attract new tenants;
| | - |  | -------------------------------------------------------------



| |  |  | oversupply of or reduced demand for space and changes in market rental rates;
| | - |  | -----------------------------------------------------------------------------



| |  |  | defaults by tenants or failure to pay rent on a timely basis;
| | - |  | -------------------------------------------------------------



| |  |  | the need to periodically renovate and repair marketable space;
| | - |  | --------------------------------------------------------------



| |  |  | physical damage to properties;
| | - |  | ------------------------------



| |  |  | economic or physical decline of the areas where properties are located;
| | - |  | -----------------------------------------------------------------------



| |  |  | potential risk of functional obsolescence of properties over time.
| | - |  | ------------------------------------------------------------------

At any time, any tenant may experience a downturn in its business that may weaken its financial condition. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a
lease upon its expiration, become insolvent or declare bankruptcy. Any tenant bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of the tenants lease and material losses to the
Company.

If tenants do not renew their leases as they expire, TCI may not be able to rent the space. Furthermore, leases that are renewed,
and some new leases for space that is relet, may have terms that are less economically favorable than expiring lease terms, or may require TCI to incur significant costs, such as renovations, tenant improvements or lease transaction costs. Any of
these events could adversely affect cash flow from operations and TCIs ability to make distributions to shareholders and service indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance, and
debt service payments, are not necessarily reduced when circumstances cause a decrease in rental income from the properties.

TCI may not be able to
compete successfully with other entities that operate in our industry.TCI experiences a great deal of competition in attracting tenants for the properties and in locating land to develop and properties to acquire.

In TCIs effort to lease its properties, TCI competes for tenants with a broad spectrum of other landlords in each of the markets.
These competitors include, among others, publicly-held REITs, privately-held entities, individual property owners and tenants who wish to sublease their space. Some of these competitors may be able to offer prospective tenants more attractive
financial terms than TCI is able to offer.

If the availability of land or high quality properties in TCIs markets diminishes,
operating results could be adversely affected.



6



---

##### Table of Contents

##### Index to Financial Statements

TCI may experience increased operating costs which could adversely affect our financial results and the value of our
properties.TCIs properties are subject to increases in operating expenses such as insurance, cleaning, electricity, heating, ventilation and air conditioning, administrative costs and other costs associated with
security, landscaping, repairs, and maintenance of the properties. While some current tenants are obligated by their leases to reimburse TCI for a portion of these costs, there is no assurance that these tenants will make such payments or agree to
pay these costs upon renewal or new tenants will agree to pay these costs. If operating expenses increase in TCIs markets, TCI may not be able to increase rents or reimbursements in all of these markets to offset the increased expenses,
without at the same time decreasing occupancy rates. If this occurs, TCIs ability to make distributions to shareholders and service indebtedness could be adversely affected.

TCIs ability to achieve growth in operating income depends in part on its ability to develop additional properties.    TCI intends to continue to develop properties where warranted by
market conditions. TCI has a number of ongoing development and land projects being readied for commencement.

Additionally, general
construction and development activities include the following risks:



| |  |  | construction and leasing of a property may not be completed on schedule, which could result in increased expenses and construction costs, and would result in reduced profitability
for that property;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | construction costs may exceed original estimates due to increases in interest rates and increased cost of materials, labor or other costs, possibly making the property less
profitable because of inability to increase rents to compensate for the increase in construction costs;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | some developments may fail to achieve expectations, possibly making them less profitable;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | TCI may be unable to obtain, or face delays in obtaining, required zoning, land-use, building, occupancy, and other governmental permits and authorizations, which could result in
increased costs and could require TCI to abandon its activities entirely with respect to a project;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | TCI may abandon development opportunities after the initial exploration, which may result in failure to recover costs already incurred. If TCI determines to alter or discontinue its
development efforts, future costs of the investment may be expensed as incurred rather than capitalized and TCI may determine the investment is impaired resulting in a loss;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | TCI may expend funds on and devote managements time to projects which will not be completed;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | occupancy rates and rents at newly-completed properties may fluctuate depending on various factors including market and economic conditions, and may result in lower than projected
rental rates and reduced income from operations.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TCI faces risks associated with property acquisitions.    TCI
acquires individual properties and various portfolios of properties and intends to continue to do so. Acquisition activities are subject to the following risks:



| |  |  | when TCI is able to locate a desired property, competition from other real estate investors may significantly increase the sellers offering price;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acquired properties may fail to perform as expected;
| | - |  | ----------------------------------------------------



| |  |  | the actual costs of repositioning or redeveloping acquired properties may be higher than original estimates;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | acquired properties may be located in new markets where TCI faces risks associated with an incomplete knowledge or understanding of the local market, a limited number of established
business relationships in the area and a relative unfamiliarity with local governmental and permitting procedures;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | TCI may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into existing operations, and results of operations
and financial condition could be adversely affected.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



---

##### Table of Contents

##### Index to Financial Statements

TCI may acquire properties subject to liabilities and without any recourse, or with limited recourse, with respect to
unknown liabilities. However, if an unknown liability was later asserted against the acquired properties, TCI might be required to pay substantial sums to settle it, which could adversely affect cash flow.

Many of TCIs properties are concentrated in our primary markets and the Company may suffer economic harm as a result of adverse conditions in those
markets.TCIs properties are located principally in specific geographic areas in the Southwestern, Southeastern, and Midwestern United States. The Companys overall performance is largely dependent on economic
conditions in those regions.

TCI is leveraged and may not be able to meet our debt service obligations.    TCI had total
indebtedness at December 31, 2005 of approximately $767.6 million. Substantially all assets have been pledged to secure debt. These borrowings increase the risk of loss because they represent a prior claim on assets and most require fixed
payments regardless of profitability. TCIs leveraged position makes it vulnerable to declines in the general economy and may limit the Companys ability to pursue other business opportunities in the future.

TCI may not be able to access financial markets to obtain capital on a timely basis, or on acceptable terms.    TCI relies on proceeds from
property dispositions and third party capital sources for a portion of its capital needs, including capital for acquisitions and development. The public debt and equity markets are among the sources upon which the Company relies. There is no
guarantee TCI will be able to access these markets or any other source of capital. The ability to access the public debt and equity markets depends on a variety of factors, including:



| |  |  | general economic conditions affecting these markets;
| | - |  | ----------------------------------------------------



| |  |  | TCIs own financial structure and performance;
| | - |  | ----------------------------------------------



| |  |  | the markets opinion of real estate companies in general;
| | - |  | ---------------------------------------------------------



| |  |  | the markets opinion of real estate companies that own properties similar to TCI.
| | - |  | ---------------------------------------------------------------------------------

TCI may suffer adverse effects as a result of terms and covenants relating to the Companys indebtedness.Required payments on TCIs indebtedness generally are not reduced if
the economic performance of the portfolio declines. If the economic performance declines, net income, cash flow from operations and cash available for distribution to stockholders may be reduced. If payments on debt cannot be made, TCI could sustain
a loss or suffer judgments, or in the case of mortgages, suffer foreclosures by mortgagees. Further, some obligations contain cross-default and/or cross-acceleration provisions, which means that a default on one obligation may constitute a default
on other obligations.

TCI anticipates only a small portion of the principal of its debt will be repaid prior to maturity. Therefore, TCI
is likely to refinance a portion of its outstanding debt as it matures. There is a risk that TCI may not be able to refinance existing debt or the terms of any refinancing will not be as favorable as the terms of the maturing debt. If principal
balances due at maturity cannot be refinanced, extended, or repaid with proceeds from other sources, such as the proceeds of sales of assets or new equity capital, cash flow may not be sufficient to repay all maturing debt in years when significant
balloon payments come due.

TCIs credit facilities and unsecured debt contain customary restrictions, requirements and
other limitations on the ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios, and minimum ratios of unencumbered assets to unsecured debt, which TCI must maintain.
TCIs continued ability to borrow is subject to compliance with financial and other covenants. In addition, failure to comply with such covenants could cause a default under credit facilities, and TCI may then be required to repay such debt
with capital from other sources. Under those circumstances, other sources of capital may not be available, or be available only on unattractive terms.

TCIs degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock.The degree of leverage could affect TCIs ability to obtain additional
financing for working



8



---

##### Table of Contents

##### Index to Financial Statements

capital, capital expenditures, acquisitions, development or other general corporate purposes. The degree of leverage could also make TCI more vulnerable to a
downturn in business or the general economy.

An increase in interest rates would increase interest costs on variable rate debt and could adversely
impact the ability to refinance existing debt.TCI currently has, and may incur more, indebtedness that bears interest at variable rates. Accordingly, if interest rates increase, so will the interest costs, which could
adversely affect cash flow and the ability to pay principal and interest on TCIs debt and the ability to make distributions to shareholders. Further, rising interest rates could limit TCIs ability to refinance existing debt when it
matures.

Unbudgeted capital expenditures or cost overruns could adversely affect business operations and cash flow.If
capital expenditures for ongoing or planned development projects or renovations exceed expectations, the additional cost of these expenditures could have an adverse effect on business operations and cash flow. In addition, TCI might not have access
to funds on a timely basis to pay the unexpected expenditures.

Construction costs are funded in large part through construction financing,
which the Company may guarantee and the Companys obligation to pay interest on this financing continues until the rental project is completed, leased up and permanent financing is obtained, or the for sale project is sold or the construction
loan is otherwise paid. Unexpected delays in completion of one or more ongoing projects could also have a significant adverse impact on business operations and cash flow.

TCI may need to sell properties from time-to-time for cash flow purposes.    Because of the lack of liquidity of real estate investments generally, TCIs ability to respond to changing
circumstances may be limited. Real estate investments generally cannot be sold quickly. In the event that TCI must sell assets to generate cash flow, TCI cannot predict whether there will be a market for those assets in the time period desired, or
whether TCI will be able to sell the assets at a price that will allow the Company to fully recoup its investment. TCI may not be able to realize the full potential value of the assets and may incur costs related to the early pay-off of the debt
secured by such assets.

The Company intends to devote resources to the development of new projects.TCI plans to continue
developing new projects as opportunities arise in the future. Development and construction activities entail a number of risks, including but not limited to the following:



| |  |  | TCI may abandon a project after spending time and money determining its feasibility;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | construction costs may materially exceed original estimates;
| | - |  | ------------------------------------------------------------



| |  |  | the revenue from a new project may not be enough to make it profitable or generate a positive cash flow;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | TCI may not be able to obtain financing on favorable terms for development of a property, if at all;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the Company may not complete construction and lease-ups on schedule, resulting in increased development or carrying costs;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | TCI may not be able to obtain, or may be delayed in obtaining, necessary governmental permits.
| | - |  | ----------------------------------------------------------------------------------------------

The overall business is subject to all of the risks associated with the real estate industry.TCI is subject to all risks incident to investment in real estate, many of which relate to
the general lack of liquidity of real estate investments, including, but not limited to:



| |  |  | TCIs real estate assets are concentrated primarily in the Southwest and any deterioration in the general economic conditions of this region could have an adverse effect;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in interest rates may make the ability to satisfy debt service requirements more burdensome;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | lack of availability of financing may render the purchase, sale or refinancing of a property more difficult or unattractive;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in real estate and zoning laws;
| | - |  | ---------------------------------------



| |  |  | increases in real estate taxes and insurance costs;
| | - |  | ---------------------------------------------------



9



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | federal or local economic or rent control;
| | - |  | ------------------------------------------



| |  |  | acts of terrorism, and
| | - |  | ----------------------



| |  |  | hurricanes, tornadoes, floods, earthquakes and other similar natural disasters.
| | - |  | -------------------------------------------------------------------------------

Risks Related to the Real Estate Industry

Real estate investments are illiquid, and the Company may not be able to sell properties if
and when it is appropriate to do so.Real estate generally cannot be sold quickly. TCI may not be able to dispose of properties promptly in response to economic or other conditions. In addition, provisions of the Internal
Revenue Code may limit TCIs ability to sell properties (without incurring significant tax costs) in some situations when it may be otherwise economically advantageous to do so, thereby adversely affecting returns to stockholders and adversely
impacting TCIs ability to meet its obligations.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES

TCIs principal offices are located at 1800
Valley View Lane, Suite 300, Dallas, Texas 75234 and are, in the opinion of management, suitable and adequate for TCIs present operations.

Details of TCIs real estate and mortgage notes receivable portfolios at December 31, 2005, are set forth in Schedules III and IV to the Consolidated Financial Statements included at ITEM 8. CONSOLIDATED FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA. The discussions set forth below under the headings Real Estate and Mortgage Loans provide certain summary information concerning TCIs real estate and mortgage notes receivable
portfolios.

TCIs real estate portfolio consists of properties held for investment, properties held for sale, properties subject to
sales contract, and investments in partnerships. The discussion set forth below under the heading Real Estate provides certain summary information concerning TCIs real estate and further summary information with respect to its
properties held for investment, properties held for sale and its investment in partnerships.

At December 31, 2005, none of TCIs
properties, mortgage notes receivable or investments in partnerships exceeded 10.0% of total assets. At December 31, 2005, 76.6% of TCIs assets consisted of properties held for investment, 3.7% consisted of properties held for sale, 6.3%
consisted of properties subject to sales contract, 6.0% consisted of mortgage notes and interest receivables and 2.3% consisted of investments in partnerships and equity investees. The remaining 5.1% of TCIs assets were invested in cash, cash
equivalents, and other assets. The percentage of TCIs assets invested in any one category is subject to change and no assurance can be given that the composition of TCIs assets in the future will approximate the percentages listed above.

TCIs real estate is geographically diverse. At December 31, 2005, TCI held investments in apartments and commercial properties
in each of the geographic regions of the continental United States, although its apartments and commercial properties were concentrated in the Southeast and Southwest regions, as shown more specifically in the table under Real Estate
below. At December 31, 2005, TCI held mortgage notes receivable secured by commercial properties in the Southwest and Southeast regions of the continental United States, as shown more specifically in the table under Mortgage Loans
below.

Real Estate

At
December 31, 2005, approximately 86.6% of TCIs assets were invested in real estate. TCI invests primarily in real estate located throughout the continental United States, either on a leveraged or non-leveraged



10



---

##### Table of Contents

##### Index to Financial Statements

basis. TCIs real estate portfolio consists of properties held for investment, investments in partnerships and properties held for sale.

Types of Real Estate Investments.TCIs real estate consists of commercial properties (office buildings, industrial
warehouses and shopping centers), hotels and apartments having established income-producing capabilities. In selecting real estate for investment, the location, age and type of property, gross rents, lease terms, financial and business standing of
tenants, operating expenses, fixed charges, land values and physical condition are among the factors considered. TCI may acquire properties subject to or assume existing debt and may mortgage, pledge or otherwise obtain financing for its properties.
The Board of Directors may alter the types of criteria for selecting new real estate investments and for obtaining financing without a vote of stockholders.

TCIs current real estate portfolio consists of 143 owned properties. Of the 143 properties, 12 apartments were sold to partnerships controlled by Metra Capital, LLC (Metra) in 2002. Because the Metra
sales transaction was accounted for as a finance transaction, TCI continued to account for the 12 properties as owned properties. In April 2005, TCI settled a litigation action against Metra regarding the original transaction. The resolution of the
litigation resulted in settling all liabilities remaining from the original partnership arrangements which included a return of investor equity, cessation of preferential returns, prospective asset management fees and miscellaneous fees and
transactions costs from the Plaintiffs as a prepayment of a preferred return, along with a delegation of management and corresponding payment of management fees to Prime, and a motion to dismiss the action as a part of the resolution. See NOTE 8.
RELATED PARTY TRANSACTIONS.

TCI typically invests in developed real estate. However, TCI also invests in unimproved land and
apartment development and construction. To the extent that TCI continues to invest in development and construction projects, it will be subject to business risks, such as cost overruns and construction delays, associated with higher risk projects.

At December 31, 2005, TCI had the following properties under construction:



|                     |  |                    |  |           |  |                |        |                           |   |                         |  |   |       
|-------------------- |  | ------------------ |  | --------- |  | -------------- | ------ | ------------------------- | - | ----------------------- |  | - | ------
|Property             |  | Location           |  | Units     |  | AmountExpended |        | AdditionalAmountto Expend |   | ConstructionLoanFunding
|Apartments           |  |                    |  |           |  |                |        |                           |   |                         |  |   |       
|Laguna Vista         |  | Farmers Branch, TX |  | 206 Units |  | $              | 8,308  |                           | $ | 12,797                  |  | $ | 17,741
|Legends of El Paso   |  | El Paso, TX        |  | 240 Units |  |                | 5,319  |                           |   | 12,765                  |  |   | 16,040
|Mission Oaks         |  | San Antonio, TX    |  | 228 Units |  |                | 12,072 |                           |   | 5,397                   |  |   | 15,636
|Park at Maumelle     |  | Maumelle, AR       |  | 240 Units |  |                | 11,805 |                           |   | 6,894                   |  |   | 16,829
|Park at Metro Center |  | Nashville, TN      |  | 144 Units |  |                | 3,328  |                           |   | 9,287                   |  |   | 11,141

For the period ended December 31, 2005, TCI completed the 70 unit Blue Lake Villas II in
Waxahachie, Texas, the 272 unit Bluffs at Vista Ridge in Lewisville, Texas, the 232 unit Bridges on Kinsey in Tyler, Texas, the 208 unit Dakota Arms in Lubbock, Texas, the 240 unit Lake Forest in Houston, Texas, the 220 unit Wildflower Villas in
Temple, Texas, the 398 unit Kingsland Ranch Apartments in Houston, Texas, the 240 unit Stonebridge at City Park Apartments in Houston, Texas, and the 240 unit Vistas of Vance Jackson in San Antonio, Texas.

For the period ending December 31, 2004, TCI completed the 248 unit DeSoto Ranch Apartments in DeSoto, Texas, the 314 unit Verandas at Cityview
Apartments in Fort Worth, Texas, the 216 unit Mariposa Villas (Echo Valley) in Dallas, Texas, the 176 unit Breakwater Bay Apartments in Beaumont, Texas, the 156 unit Capitol Hill Apartments in Little Rock, Arkansas and the 332 unit Vistas of
Pinnacle Park Apartments in Dallas, Texas.

In November 2004, TCI agreed to swap 69,903 square feet of Centura land, located in Dallas,
Texas, with 71,393 square feet of land TXU Electric Delivery Company (TXU) owns adjacent to Centura land for the



11



---

##### Table of Contents

##### Index to Financial Statements

relocation of electric transmission and distribution facilities. TCI agreed to pay the actual costs of relocation, which is estimated at $453,000. ARI paid
$216,361 of this cost on TCIs behalf in November 2004. Prime paid the remaining $216,361 on TCIs behalf in September 2005. TCI paid an additional $36,000 to TXU for the difference in the size of the TCI property and the TXU property.

In the opinion of management, the properties owned by TCI are adequately covered by insurance.

The Companys three office buildings in downtown New Orleans suffered extensive damage from Hurricane Katrina. Management is presently working
with the Companys insurance carriers to finalize all related claims. Most of the necessary repairs to the Amoco and 1010 Common Buildings have either been made or scheduled. At year-end, the Company had received approximately $8.7
million from its insurance carriers principally as partial reimbursement for Katrina-related lost rents. At the same time, the Company had spent $1.7 million to stabilize and initiate repairs to the buildings. At December 31, 2005,
the Amoco Building and the 1010 Common Building were open for business on a limited-access basis. The 225 Baronne Building, however, is closed until the assessment of damages can be fully completed. We believe our insurance coverage is
adequate to fully cover the cost of repairs and lost rents, less our normal property and wind deductibles.

Two of our apartment
communities in Galveston, Texas and one property in Lafayette, Louisiana suffered damage from Hurricane Rita. Most of the repairs have either been completed or scheduled. Our insurance policies will cover the costs of the required repairs,
excluding normal property and wind deductibles.

The following table sets forth the percentages, by property type and geographic region, of
TCIs real estate (other than three hotels in the Midwest region, one hotel in Poland and 54 parcels of unimproved land, as described below) at December 31, 2005.



|          |  |            |   |  |                       |  
|--------- |  | ---------- | - |  | --------------------- | -
|Region    |  | Apartments |   |  | Commercial Properties |  
|Pacific   |  |           | % |  |                      | %
|Midwest   |  | 0.73       |   |  | 13.62                 |  
|Mountain  |  |           |   |  | 1.95                  |  
|Southwest |  | 97.15      |   |  | 78.03                 |  
|Southeast |  | 2.12       |   |  | 6.40                  |  
|          |  |            |   |  |                       |  
|          |  | 100.00     | % |  | 100.00                | %
|          |  |            |   |  |                       |  

The foregoing table is based solely on the number of apartment units and amount of commercial
square footage and does not reflect the value of TCIs investment in each region. TCI owns 54 parcels of unimproved land, three parcels for a total of 23.82 acres in the Southeast region, 50 parcels for a total of 4,179.3 acres in the Southwest
region and 110.68 acres in the US Virgin Islands. See Schedule III to the Consolidated Financial Statements included at ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA for a detailed description of TCIs real
estate portfolio.

During 2005, the activity in TCIs owned real estate portfolio was:



|                                                                                             |  |     |  
|-------------------------------------------------------------------------------------------- |  | --- | -
|Owned properties at January 1, 2005                                                          |  | 129 |  
|Properties purchased (excluding additions to existing land parcels or land for construction) |  | 26  |  
|Properties added from consolidation of partnerships                                          |  | 1   |  
|Properties sold (excluding partial sales)                                                    |  | (13 | )
|                                                                                             |  |     |  
|Owned properties at December 31, 2005                                                        |  | 143 |  
|                                                                                             |  |     |  

Properties Held for Investment.    Set forth below are TCIs
properties held for investment and the monthly rental rate for apartments, the average annual rental rate for commercial properties and the average daily room



12



---

##### Table of Contents

##### Index to Financial Statements

rate and room revenue divided by total available rooms for hotels and occupancy at December 31, 2005, 2004 and 2003, for apartments and commercial
properties and average occupancy during 2005, 2004 and 2003 for hotels:



|                         |  |                   |      |                            |      |                      |      |             |      |      |  |      |      |  |      |   |  |     |   |  |     |  
|------------------------ |  | ----------------- | ---- | -------------------------- | ---- | -------------------- | ---- | ----------- | ---- | ---- |  | ---- | ---- |  | ---- | - |  | --- | - |  | --- | -
|Property                 |  | Location          |      | Units/Square Footage       |      | Rent Per Square Foot |      | Occupancy % |     
|                         |  |                   | 2005 |                            | 2004 |                      | 2003 |             | 2005 |      |  | 2004 |      |  | 2003 |  
|Apartments               |  |                   |      |                            |      |                      |      |             |      |      |  |      |      |  |      |   |  |     |   |  |     |  
|4400                     |  | Midland, TX       |      | 92 Units/94,472 Sq. Ft.    |      | $                    | .55  |             | $    | .51  |  | $    | .49  |  | 97   | % |  | 97  | % |  | 86  | %
|Apple Lane               |  | Lawrence, KS      |      | 75 Units/30,000 Sq. Ft.    |      |                      | 1.12 |             |      | 1.08 |  |      | 1.05 |  | 100  |   |  | 100 |   |  | 100 |  
|Arbor Point              |  | Odessa, TX        |      | 195 Units/178,920 Sq. Ft.  |      |                      | .50  |             |      | .47  |  |      | .45  |  | 92   |   |  | 90  |   |  | 95  |  
|Ashton Way               |  | Midland, TX       |      | 178 Units/138,964 Sq. Ft.  |      |                      | .48  |             |      | .45  |  |      | .43  |  | 96   |   |  | 95  |   |  | 87  |  
|Autumn Chase             |  | Midland, TX       |      | 64 Units/58,652 Sq. Ft.    |      |                      | .61  |             |      | .57  |  |      | .55  |  | 95   |   |  | 98  |   |  | 98  |  
|Blue Lake Villas         |  | Waxahachie, TX    |      | 186 Units/169,746 Sq. Ft.  |      |                      | .93  |             |      | .91  |  |      | .91  |  | 95   |   |  | 90  |   |  | 92  |  
|Blue Lake Villas II      |  | Waxahachie, TX    |      | 70 Units/69,768 Sq. Ft.    |      |                      | .79  |             |      | **   |  |      | **   |  | 99   |   |  | **  |   |  | **  |  
|Bluffs at Vista Ridge    |  | Lewisville, TX    |      | 272 Units/257,450 Sq. Ft.  |      |                      | .98  |             |      | **   |  |      | **   |  | 89   |   |  | **  |   |  | **  |  
|Breakwater Bay           |  | Beaumont, TX      |      | 176 Units/145,688 Sq. Ft.  |      |                      | .94  |             |      | .93  |  |      | **   |  | 99   |   |  | 87  |   |  | **  |  
|Bridges on Kinsey        |  | Tyler, TX         |      | 232 Units/209,888 Sq. Ft.  |      |                      | .87  |             |      | **   |  |      | **   |  | 98   |   |  | **  |   |  | **  |  
|Capitol Hill             |  | Little Rock, AR   |      | 156 Units/151,116 Sq. Ft.  |      |                      | .76  |             |      | .88  |  |      | **   |  | 98   |   |  | 70  |   |  | **  |  
|Courtyard                |  | Midland, TX       |      | 133 Units/111,576 Sq. Ft.  |      |                      | .49  |             |      | .47  |  |      | .46  |  | 96   |   |  | 94  |   |  | 99  |  
|Coventry                 |  | Midland, TX       |      | 120 Units/105,608 Sq. Ft.  |      |                      | .51  |             |      | .45  |  |      | .44  |  | 98   |   |  | 96  |   |  | 84  |  
|Dakota Arms              |  | Lubbock, TX       |      | 208 Units/178,776 Sq. Ft.  |      |                      | .88  |             |      | **   |  |      | **   |  | 93   |   |  | **  |   |  | **  |  
|DeSoto Ranch             |  | DeSoto, TX        |      | 248 Units/240,718 Sq. Ft.  |      |                      | .97  |             |      | .95  |  |      | .94  |  | 96   |   |  | 98  |   |  | 98  |  
|El Chapparal             |  | San Antonio, TX   |      | 190 Units/174,220 Sq. Ft.  |      |                      | .76  |             |      | .75  |  |      | .73  |  | 93   |   |  | 94  |   |  | 96  |  
|Fairway View Estates     |  | El Paso, TX       |      | 264 Units/204,000 Sq. Ft.  |      |                      | .67  |             |      | .65  |  |      | .64  |  | 95   |   |  | 90  |   |  | 96  |  
|Fairways                 |  | Longview, TX      |      | 152 Units/134,176 Sq. Ft.  |      |                      | .61  |             |      | .59  |  |      | .58  |  | 91   |   |  | 96  |   |  | 93  |  
|Falcon Lakes             |  | Arlington, TX     |      | 284 Units/207,960 Sq. Ft.  |      |                      | .97  |             |      | .96  |  |      | .96  |  | 96   |   |  | 94  |   |  | 94  |  
|Fountain Lake            |  | Texas City, TX    |      | 166 Units/161,220 Sq. Ft.  |      |                      | .62  |             |      | .62  |  |      | .62  |  | 92   |   |  | 86  |   |  | 96  |  
|Fountains of Waterford   |  | Midland, TX       |      | 172 Units/129,200 Sq. Ft.  |      |                      | .61  |             |      | .55  |  |      | .53  |  | 96   |   |  | 96  |   |  | 99  |  
|Foxwood                  |  | Memphis, TN       |      | 220 Units/212,000 Sq. Ft.  |      |                      | .61  |             |      | *    |  |      | *    |  | 95   |   |  | *   |   |  | *   |  
|Harpers Ferry           |  | Lafayette, LA     |      | 122 Units/112,500 Sq. Ft.  |      |                      | .61  |             |      | .61  |  |      | .60  |  | 98   |   |  | 95  |   |  | 90  |  
|Heather Creek            |  | Mesquite, TX      |      | 200 Units/170,212 Sq. Ft.  |      |                      | .95  |             |      | .94  |  |      | **   |  | 94   |   |  | 93  |   |  | **  |  
|Hunters Glen             |  | Midland, TX       |      | 212 Units/174,180 Sq. Ft.  |      |                      | .45  |             |      | .42  |  |      | .39  |  | 100  |   |  | 93  |   |  | 94  |  
|Kingsland Ranch          |  | Houston, TX       |      | 398 Units/350,584 Sq. Ft.  |      |                      | .96  |             |      | **   |  |      | **   |  | 97   |   |  | **  |   |  | **  |  
|Lake Forest              |  | Houston, TX       |      | 240 Units/193,872 Sq. Ft.  |      |                      | .97  |             |      | **   |  |      | **   |  | 95   |   |  | **  |   |  | **  |  
|Limestone Canyon         |  | Austin, TX        |      | 260 Units/216,000 Sq. Ft.  |      |                      | 1.06 |             |      | 1.06 |  |      | 1.06 |  | 94   |   |  | 96  |   |  | 91  |  
|Limestone Ranch          |  | Lewisville, TX    |      | 252 Units/219,600 Sq. Ft.  |      |                      | .97  |             |      | .95  |  |      | .94  |  | 94   |   |  | 95  |   |  | 91  |  
|Mariposa Villas          |  | Dallas, TX        |      | 216 Units/200,928 Sq. Ft.  |      |                      | .89  |             |      | .89  |  |      | .89  |  | 92   |   |  | 95  |   |  | 97  |  
|Mountain Plaza           |  | El Paso, TX       |      | 188 Units/220,710 Sq. Ft.  |      |                      | .54  |             |      | .52  |  |      | .52  |  | 97   |   |  | 90  |   |  | 94  |  
|Oak Park IV              |  | Clute, TX         |      | 108 Units/78,708 Sq. Ft.   |      |                      | .56  |             |      | .56  |  |      | .56  |  | 93   |   |  | 93  |   |  | 91  |  
|Paramount Terrace        |  | Amarillo, TX      |      | 181 Units/123,840 Sq. Ft.  |      |                      | .62  |             |      | .61  |  |      | .60  |  | 96   |   |  | 91  |   |  | 93  |  
|Quail Oaks               |  | Balch Springs, TX |      | 131 Units/72,848 Sq. Ft.   |      |                      | .83  |             |      | .83  |  |      | .83  |  | 97   |   |  | 95  |   |  | 95  |  
|River Oaks               |  | Wiley, TX         |      | 180 Units/164,604 Sq. Ft.  |      |                      | .96  |             |      | .86  |  |      | .86  |  | 95   |   |  | 95  |   |  | 98  |  
|Sendero Ridge            |  | San Antonio, TX   |      | 384 Units/340,880 Sq. Ft.  |      |                      | .95  |             |      | 1.02 |  |      | 1.01 |  | 90   |   |  | 94  |   |  | 80  |  
|Somerset                 |  | Texas City, TX    |      | 200 Units/163,368 Sq. Ft.  |      |                      | .68  |             |      | .68  |  |      | .68  |  | 92   |   |  | 85  |   |  | 88  |  
|Southgate                |  | Odessa, TX        |      | 180 Units/151,656 Sq. Ft.  |      |                      | .51  |             |      | .46  |  |      | .43  |  | 95   |   |  | 98  |   |  | 93  |  
|Spy Glass                |  | Mansfield, TX     |      | 256 Units/ 239,264 Sq. Ft. |      |                      | .97  |             |      | .96  |  |      | .95  |  | 93   |   |  | 92  |   |  | 97  |  
|Stonebridge at City Park |  | Houston, TX       |      | 240 Units/ 207,424 Sq. Ft. |      |                      | .97  |             |      | **   |  |      | **   |  | 96   |   |  | **  |   |  | **  |  
|Sunchase                 |  | Odessa, TX        |      | 300 Units/223,048 Sq. Ft.  |      |                      | .54  |             |      | .51  |  |      | .49  |  | 96   |   |  | 97  |   |  | 96  |  
|Tivoli                   |  | Dallas, TX        |      | 190 Units/168,862 Sq. Ft.  |      |                      | .96  |             |      | .95  |  |      | .95  |  | 93   |   |  | 92  |   |  | 92  |  
|Timbers                  |  | Tyler, TX         |      | 180 Units/101,666 Sq. Ft.  |      |                      | .61  |             |      | .60  |  |      | .60  |  | 97   |   |  | 96  |   |  | 92  |  
|Treehouse                |  | Irving, TX        |      | 160 Units/153,072 Sq. Ft.  |      |                      | .80  |             |      | .80  |  |      | *    |  | 95   |   |  | 96  |   |  | *   |  
|Verandas at City View    |  | Fort Worth, TX    |      | 314 Units/295,170 Sq. Ft.  |      |                      | .92  |             |      | .92  |  |      | .60  |  | 96   |   |  | 93  |   |  | 92  |  
|Vistas at Pinnacle Park  |  | Dallas, TX        |      | 332 Units/276,928 Sq. Ft.  |      |                      | .93  |             |      | .91  |  |      | **   |  | 93   |   |  | 96  |   |  | **  |  
|Vistas at Vance Jackson  |  | San Antonio, TX   |      | 240 Units/196,272 Sq. Ft.  |      |                      | .72  |             |      | **   |  |      | **   |  | 94   |   |  | **  |   |  | **  |  
|Westwood                 |  | Odessa, TX        |      | 79 Units/49,001 Sq. Ft.    |      |                      | .54  |             |      | .46  |  |      | .44  |  | 100  |   |  | 91  |   |  | 100 |  
|Wildflower Villas        |  | Temple, TX        |      | 220 Units/201,536 Sq. Ft.  |      |                      | .85  |             |      | **   |  |      | **   |  | 92   |   |  | **  |   |  | **  |  
|Willow Creek             |  | El Paso, TX       |      | 112 Units/103,140 Sq. Ft.  |      |                      | .59  |             |      | .58  |  |      | .57  |  | 97   |   |  | 97  |   |  | 96  |  
|Windsong                 |  | Fort Worth, TX    |      | 188 Units/169,464 Sq. Ft.  |      |                      | .90  |             |      | .89  |  |      | **   |  | 96   |   |  | 91  |   |  | **  |  
|Woodview                 |  | Odessa, TX        |      | 232 Units/165,840 Sq. Ft.  |      |                      | .56  |             |      | .53  |  |      | .52  |  | 96   |   |  | 93  |   |  | 94  |  



13



---

##### Table of Contents

##### Index to Financial Statements

|                          |  |                      |      |                      |      |                      |      |             |      |       |      |     |      |     |  |    
|------------------------- |  | -------------------- | ---- | -------------------- | ---- | -------------------- | ---- | ----------- | ---- | ----- | ---- | --- | ---- | --- |  | ---
|Property                  |  | Location             |      | Units/Square Footage |      | Rent Per Square Foot |      | Occupancy %
|                          |  |                      | 2005 |                      | 2004 |                      | 2003 |             | 2005 |       | 2004 |     | 2003
|Office Buildings          |  |                      |      |                      |      |                      |      |             |      |       |      |     |      |     |  |    
|1010 Common               |  | New Orleans, LA      |      | 494,579 Sq. Ft.      |      | 14.09                |      | 14.08       |      | 13.63 |      | 85  |      | 84  |  | 82 
|225 Baronne               |  | New Orleans, LA      |      | 416,834 Sq. Ft.      |      | 10.62                |      | 10.70       |      | 10.63 |      | 68  |      | 69  |  | 65 
|600 Las Colinas           |  | Las Colinas, TX      |      | 509,829 Sq. Ft.      |      | 21.88                |      | *           |      | *     |      | 88  |      | *   |  | *  
|Amoco                     |  | New Orleans, LA      |      | 378,244 Sq. Ft.      |      | 13.78                |      | 13.66       |      | 13.37 |      | 72  |      | 69  |  | 78 
|Eton Square               |  | Tulsa, OK            |      | 222,654 Sq. Ft.      |      | 10.51                |      | 11.09       |      | 11.60 |      | 60  |      | 75  |  | 38 
|Executive Court           |  | Memphis, TN          |      | 41,840 Sq. Ft.       |      | 4.51                 |      | *           |      | *     |      | 10  |      | *   |  | *  
|Forum                     |  | Richmond, VA         |      | 79,791 Sq. Ft.       |      | 13.86                |      | 13.68       |      | 14.23 |      | 90  |      | 76  |  | 61 
|Lexington Center          |  | Colorado Springs, CO |      | 74,603 Sq. Ft.       |      | 10.88                |      | 10.56       |      | 2.33  |      | 58  |      | 58  |  | 70 
|Park West                 |  | Farmers Branch, TX   |      | 243,416 Sq. Ft.      |      | 10.00                |      | *           |      | *     |      | 0   |      | *   |  | *  
|Parkway North             |  | Dallas, TX           |      | 71,041 Sq. Ft.       |      | 15.26                |      | 16.58       |      | 18.08 |      | 31  |      | 60  |  | 64 
|Signature Office Building |  | Dallas, TX           |      | 56,532 Sq. Ft.       |      | 10.42                |      | 10.00       |      | ***   |      | 100 |      | 100 |  | ***
|Two Hickory               |  | Farmers Branch, TX   |      | 96,127 Sq. Ft.       |      | 18.29                |      | *           |      | *     |      | 89  |      | *   |  | *  
|Westgrove Air Plaza       |  | Addison, TX          |      | 78,326 Sq. Ft.       |      | 11.29                |      | 12.68       |      | 13.26 |      | 79  |      | 74  |  | 94 
|Industrial Warehouses     |  |                      |      |                      |      |                      |      |             |      |       |      |     |      |     |  |    
|5360 Tulane               |  | Atlanta, GA          |      | 30,000 Sq. Ft.       |      | 2.85                 |      | 2.85        |      | 2.80  |      | 100 |      | 100 |  | 65 
|Addison Hanger            |  | Addison, TX          |      | 23,650 Sq. Ft.       |      | 7.83                 |      | 7.54        |      | 7.94  |      | 100 |      | 67  |  | 100
|Addison Hanger II         |  | Addison, TX          |      | 29,000 Sq. Ft.       |      | 9.05                 |      | 9.24        |      | 9.64  |      | 100 |      | 92  |  | 92 
|Encon                     |  | Fort Worth, TX       |      | 256,410 Sq. Ft.      |      | 2.93                 |      | 3.12        |      | 3.17  |      | 100 |      | 100 |  | 100
|Space Center              |  | San Antonio, TX      |      | 101,500 Sq. Ft.      |      | 3.36                 |      | 3.41        |      | 3.43  |      | 61  |      | 61  |  | 84 
|Shopping Centers          |  |                      |      |                      |      |                      |      |             |      |       |      |     |      |     |  |    
|Bridgeview Plaza          |  | LaCrosse, WI         |      | 116,008 Sq. Ft.      |      | 7.23                 |      | 6.97        |      | 7.25  |      | 89  |      | 89  |  | 90 
|Cullman                   |  | Cullman, AL          |      | 92,466 Sq. Ft.       |      | 5.15                 |      | 3.55        |      | 3.53  |      | 27  |      | 27  |  | 95 
|Dunes Plaza               |  | Michigan City, IN    |      | 223,869 Sq. Ft.      |      | 5.92                 |      | 5.91        |      | 5.51  |      | 53  |      | 64  |  | 61 
|Willowbrook Village       |  | Coldwater, MI        |      | 179,741 Sq. Ft.      |      | 5.95                 |      | *           |      | *     |      | 93  |      | *   |  | *  



|             |  |                 |  |           |  |                   |        |             |   |                                                      |  |      |        |      |    |      |    |      |    |      |   |       |  |   |       |  |   |      
|------------ |  | --------------- |  | --------- |  | ----------------- | ------ | ----------- | - | ---------------------------------------------------- |  | ---- | ------ | ---- | -- | ---- | -- | ---- | -- | ---- | - | ----- |  | - | ----- |  | - | -----
|             |  |                 |  |           |  | Average Room Rate |        | Occupancy % |   | Total Room Revenues Divided By Total Available
Rooms
|Property     |  | Location        |  | Rooms     |  | 2005              |        | 2004        |   | 2003                                                 |  | 2005 |        | 2004 |    | 2003 |    | 2005 |    | 2004 |   | 2003 
|Hotels       |  |                 |  |           |  |                   |        |             |   |                                                      |  |      |        |      |    |      |    |      |    |      |   |       |  |   |       |  |   |      
|Akademia     |  | Wroclaw, Poland |  | 161 Rooms |  | $                 | 63.00  |             | $ | 55.33                                                |  | $    | 47.78  |      | 73 |      | 65 |      | 51 |      | $ | 45.09 |  | $ | 35.98 |  | $ | 46.86
|City Suites  |  | Chicago, IL     |  | 45 Rooms  |  |                   | 144.21 |             |   | 126.29                                               |  |      | 120.16 |      | 63 |      | 58 |      | 58 |      |   | 90.19 |  |   | 71.60 |  |   | 76.78
|The Majestic |  | Chicago, IL     |  | 55 Rooms  |  |                   | 151.17 |             |   | 129.64                                               |  |      | 124.47 |      | 52 |      | 52 |      | 48 |      |   | 79.18 |  |   | 65.91 |  |   | 57.86
|Willows      |  | Chicago, IL     |  | 52 Rooms  |  |                   | 141.10 |             |   | 119.84                                               |  |      | 121.24 |      | 57 |      | 57 |      | 53 |      |   | 80.11 |  |   | 67.62 |  |   | 69.54



|                           |  |                    |  |             
|-------------------------- |  | ------------------ |  | ------------
|Property                   |  | Location           |  | Acres       
|Land                       |  |                    |  |             
|1013 Common                |  | New Orleans, LA    |  | .413 Acres  
|2301 Valley Branch         |  | Farmers Branch, TX |  | 23.763 Acres
|Addison Park  Residential |  | Addison, TX        |  | 3.37 Acres  
|Addison Park  Retail      |  | Addison, TX        |  | 1.93 Acres  
|Alliance 8                 |  | Tarrant County, TX |  | 8.0 Acres   
|Alliance 52                |  | Tarrant County, TX |  | 51.887 Acres
|Alliance Airport           |  | Tarrant County, TX |  | 12.724 Acres
|Centura                    |  | Farmers Branch, TX |  | 8.753 Acres 
|Cooks Lane                 |  | Fort Worth, TX     |  | 23.242 Acres
|Denton                     |  | Denton, TX         |  | 25.928 Acres
|Denton-Andrew B            |  | Denton, TX         |  | 22.918 Acres
|Denton-Andrew C            |  | Denton, TX         |  | 5.217 Acres 
|Denton-Coonrod             |  | Denton, TX         |  | 82.203 Acres
|DeSoto                     |  | DeSoto, TX         |  | 21.897 Acres
|Dominion                   |  | Farmers Branch, TX |  | 14.39 Acres 
|Fiesta                     |  | San Angelo, TX     |  | .6657 Acres 
|Folsom                     |  | Farmers Branch, TX |  | 36.777 Acres
|Fruitland                  |  | Fruitland, FL      |  | 4.66 Acres  
|Hollywood Casino           |  | Farmers Branch, TX |  | 42.815 Acres
|Kaufman Cogen              |  | Kaufman County, TX |  | 2,567 Acres 



14



---

##### Table of Contents

##### Index to Financial Statements

|                     |  |                    |  |              
|-------------------- |  | ------------------ |  | -------------
|Property             |  | Location           |  | Acres        
|Kaufman Taylor       |  | Kaufman County, TX |  | 30.99 Acres  
|Lacy Longhorn        |  | Farmers Branch, TX |  | 17.115 Acres 
|Lakeshore Villas     |  | Humble, TX         |  | 1.36 Acres   
|Lamar/Parmer         |  | Austin, TX         |  | 17.07 Acres  
|Las Colinas          |  | Las Colinas, TX    |  | 4.7 Acres    
|LCLLP                |  | Las Colinas, TX    |  | 41.19 Acres  
|Limestone Canyon II  |  | Austin, TX         |  | 9.96 Acres   
|Lubbock              |  | Lubbock, TX        |  | 2.866 Acres  
|Luna                 |  | Farmers Branch, TX |  | 2.61 Acres   
|Mandahl Bay          |  | US Virgin Islands  |  | 110.68 Acres 
|Manhattan            |  | Farmers Branch, TX |  | 108.892 Acres
|Mansfield            |  | Mansfield, TX      |  | 21.892 Acres 
|Marine Creek         |  | Ft. Worth, TX      |  | 43.43 Acres  
|Mason Park           |  | Houston, TX        |  | 18 Acres     
|McKinney 36          |  | McKinney, TX       |  | 34.58 Acres  
|McKinney Ranch       |  | McKinney, TX       |  | 432.69 Acres 
|Mira Lago            |  | Farmers Branch, TX |  | 4.152 Acres  
|Nashville            |  | Nashville, TN      |  | 6.21 Acres   
|Pac Trust            |  | Farmers Branch, TX |  | 7.07 Acres   
|Pantaze              |  | Dallas, TX         |  | 5.997 Acres  
|Payne I              |  | Las Colinas, TX    |  | 109.85 Acres 
|Payne II             |  | Las Colinas, TX    |  | 39.87 Acres  
|Pulaski              |  | Pulaski County, AR |  | 21.9 Acres   
|Railroad             |  | Dallas, TX         |  | .293 Acres   
|Rochelle I           |  | Las Colinas, TX    |  | 10.096 Acres 
|Rochelle II          |  | Las Colinas, TX    |  | 21.269 Acres 
|Rogers               |  | Rogers, AR         |  | 20.08 Acres  
|Seminary West        |  | Ft. Worth, TX      |  | 5.36 Acres   
|Senlac               |  | Farmers Branch, TX |  | 11.9 Acres   
|Senlac VHP           |  | Farmers Branch, TX |  | 3.95 Acres   
|Sheffield Village    |  | Grand Prairie, TX  |  | 13.9 Acres   
|Southwood Plantation |  | Tallahassee, FL    |  | 12.95 Acres  
|Valley Ranch         |  | Irving, TX         |  | 29.9 Acres   
|West End             |  | Dallas, TX         |  | 5.34 Acres   
|Whorton              |  | Benton County, AR  |  | 79.68 Acres  
|Wilmer 88            |  | Dallas, TX         |  | 87.62 Acres  

---

|* |  | Property was purchased in 2003, 2004 or 2005.
|- |  | ---------------------------------------------

|** |  | Property was under construction.
|-- |  | --------------------------------

|*** |  | No applicable data for Signature Athletic Club. TCI sold the athletic club in November 2004 but retained the Signature office building.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

Occupancy presented here and throughout this ITEM 2. is without reference to whether leases in effect are at, below or above market rates.

In 2005, TCI purchased the following properties:



|                        |  |                    |  |                      |  |                |        |                           |   |               |  |   |               |     |  |               |     |  |       |    
|----------------------- |  | ------------------ |  | -------------------- |  | -------------- | ------ | ------------------------- | - | ------------- |  | - | ------------- | --- |  | ------------- | --- |  | ----- | ---
|Property                |  | Location           |  | Units/ Sq. Ft./Acres |  | Purchase Price |        | Net Cash Paid/ (Received) |   | Debt Incurred |  |   | Interest Rate |     |  | Maturity Date |    
|Apartments              |  |                    |  |                      |  |                |        |                           |   |               |  |   |               |     |  |               |     |  |       |    
|Foxwood(3)              |  | Memphis, TN        |  | 220 Units            |  | $              | 6,988  |                           | $ |              |  | $ | 5,609         | (1) |  | 6.54          | %   |  | 01/08 |    
|Legends of El Paso(4)   |  | El Paso, TX        |  | 240 Units            |  |                | 2,247  |                           |   | 464           |  |   | 1,774         |     |  | 5.50          |     |  | 01/47 |    
|Mission Oaks(4)         |  | San Antonio, TX    |  | 228 Units            |  |                | 573    |                           |   | 573           |  |   |              |     |  | 5.30          |     |  | 09/46 |    
|Parc at Metro Center(4) |  | Nashville, TN      |  | 144 Units            |  |                | 817    |                           |   |              |  |   | 817           |     |  | 5.65          |     |  | 09/46 |    
|Office Buildings        |  |                    |  |                      |  |                |        |                           |   |               |  |   |               |     |  |               |     |  |       |    
|600 Las Colinas         |  | Las Colinas, TX    |  | 509,829 Sq. Ft.      |  |                | 56,000 |                           |   | 17,663        |  |   | 40,487        | (9) |  | 6.16          | (9) |  | 01/13 | (9)
|Park West               |  | Farmers Branch, TX |  | 243,416 Sq. Ft.      |  |                | 10,000 |                           |   | 4,715         |  |   | 6,500         |     |  | 7.50          | (2) |  | 05/06 |    
|Two Hickory(3)          |  | Farmers Branch, TX |  | 96,127 Sq. Ft.       |  |                | 11,502 |                           |   |              |  |   | 7,430         | (1) |  | 4.90          | (2) |  | 05/06 |    



15



---

##### Table of Contents

##### Index to Financial Statements

|                           |  |                    |  |                      |  |                |  |                           |     |  |               |  |               |     |  |               |    
|-------------------------- |  | ------------------ |  | -------------------- |  | -------------- |  | ------------------------- | --- |  | ------------- |  | ------------- | --- |  | ------------- | ---
|Property                   |  | Location           |  | Units/ Sq. Ft./Acres |  | Purchase Price |  | Net Cash Paid/ (Received) |     |  | Debt Incurred |  | Interest Rate |     |  | Maturity Date |    
|Shopping Centers           |  |                    |  |                      |  |                |  |                           |     |  |               |  |               |     |  |               |    
|Willowbrook Village        |  | Coldwater, MI      |  | 179,741 Sq. Ft.      |  | 8,200          |  | 2,223                     |     |  | 6,495         |  | 7.28          |     |  | 02/13         |    
|Land                       |  |                    |  |                      |  |                |  |                           |     |  |               |  |               |     |  |               |    
|Addison Park  Residential |  | Addison, TX        |  | 1.93 Acres           |  | 1,475          |  | 381                       |     |  | 1,180         |  | 8.00          | (2) |  | 11/06         |    
|Addison Park  Retail      |  | Addison, TX        |  | 3.37 Acres           |  | 783            |  | 201                       |     |  | 626           |  | 8.00          | (2) |  | 11/06         |    
|Alliance Airport           |  | Tarrant County, TX |  | 12.724 Acres         |  | 850            |  | 892                       |     |  |              |  |              |     |  |              |    
|Alliance 8                 |  | Tarrant County, TX |  | 8 Acres              |  | 657            |  | 332                       |     |  | 408           |  | 7.75          | (2) |  | 05/06         |    
|Alliance 52                |  | Tarrant County, TX |  | 51.887 Acres         |  | 2,538          |  | 1,054                     |     |  | 1,610         |  | 7.75          | (2) |  | 05/06         |    
|Denton                     |  | Denton, TX         |  | 25.928 Acres         |  | 2,100          |  | 862                       |     |  | 1,365         |  | 7.75          | (2) |  | 04/07         |    
|Denton-Andrew B            |  | Denton, TX         |  | 22.918 Acres         |  | 853            |  | 345                       |     |  | 554           |  | 8.00          | (2) |  | 06/07         |    
|Denton-Andrew C            |  | Denton, TX         |  | 5.217 Acres          |  | 303            |  | 126                       |     |  | 197           |  | 8.00          | (2) |  | 06/07         |    
|Kaufman Cogen              |  | Kaufman County, TX |  | 2,567 Acres          |  | 5,498          |  | 6,110                     |     |  |              |  |              |     |  |              |    
|Kaufman Taylor             |  | Kaufman County, TX |  | 30.999 Acres         |  | 465            |  | 486                       |     |  |              |  |              |     |  |              |    
|Luna                       |  | Farmers Branch, TX |  | 2.606 Acres          |  | 250            |  | 257                       |     |  |              |  |              |     |  |              |    
|Mandahl Bay                |  | US Virgin Islands  |  | 50.4 Acres           |  | 7,000          |  | 4,101                     |     |  | 3,500         |  | 7.00          |     |  | 07/05         | (8)
|Mandahl Bay (Chung)        |  | US Virgin Islands  |  | .75 Acres            |  | 95             |  | 101                       |     |  |              |  |              |     |  |              |    
|Mandahl Bay (Gilmore)      |  | US Virgin Islands  |  | 1.02 Acres           |  | 96             |  | 104                       |     |  |              |  |              |     |  |              |    
|Mandahl Bay (Inn)          |  | US Virgin Islands  |  | 14.992 Acres         |  | 2,500          |  | 2,731                     |     |  |              |  |              |     |  |              |    
|Mandahl Bay (Marina)       |  | US Virgin Islands  |  | 24.02 Acres          |  | 2,000          |  | 2,101                     |     |  |              |  |              |     |  |              |    
|Mansfield                  |  | Mansfield, TX      |  | 21.892 Acres         |  | 1,450          |  | 577                       |     |  | 943           |  | 7.50          | (2) |  | 03/07         |    
|McKinney Ranch             |  | McKinney, TX       |  | 464.93 Acres         |  | 45,975         |  | 19,992                    |     |  | 28,051        |  | 8.00          |     |  | 12/08         |    
|Pantaze                    |  | Dallas, TX         |  | 5.997 Acres          |  | 265            |  | 276                       |     |  |              |  |              |     |  |              |    
|Payne I & II(10)           |  | Las Colinas, TX    |  | 149.72 Acres         |  | 1,000          |  | 1,066                     |     |  |              |  |              |     |  |              |    
|Senlac                     |  | Farmers Branch, TX |  | 11.94 Acres          |  | 625            |  | 643                       | (7) |  |              |  |              |     |  |              |    
|Senlac VHP                 |  | Farmers Branch, TX |  | 3.95 Acres           |  | 595            |  | 623                       |     |  |              |  |              |     |  |              |    
|Southwood Plantation(5)    |  | Tallahassee, FL    |  | 12.95 Acres          |  | 525            |  | 555                       |     |  |              |  |              |     |  |              |    
|TuTu                       |  | US Virgin Islands  |  | 19.5 Acres           |  | 1,350          |  | 1,401                     |     |  |              |  |              |     |  |              |    
|West End(6)                |  | Dallas, TX         |  | .158 Acres           |  | 49             |  | 52                        |     |  |              |  |              |     |  |              |    
|Whorton                    |  | Benton County, AR  |  | 79.68 Acres          |  | 4,332          |  | 702                       |     |  | 3,828         |  | 6.08          | (2) |  | 01/07         |    
|Wilmer 88                  |  | Dallas, TX         |  | 87.62 Acres          |  | 638            |  | 668                       |     |  |              |  |              |     |  |              |    

---

|(1) |  | Assumed debt.
|--- |  | -------------

|(2) |  | Variable rate.
|--- |  | --------------

|(3) |  | Property received from ARI, a related party, for payment of a note receivable. See NOTE 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(4) |  | Initial construction loan funding to purchase land and begin apartment construction. Does not represent actual units purchased.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Purchased a 50% interest in this land tract.
|--- |  | --------------------------------------------

|(6) |  | Purchased a 37.5% interest in this land tract.
|--- |  | ----------------------------------------------

|(7) |  | Funds for purchase were provided by ARI, a related party.
|--- |  | ---------------------------------------------------------

|(8) |  | Debt was extended to April 2006, with an increase in the interest rate to 8.0%.
|--- |  | -------------------------------------------------------------------------------

|(9) |  | Represents two loans on the building: a first lien of $35.3 million at 6.16% that matures in January 2013 and second lien of $5.1 million at 6.16% that matures in January 2013.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | TCI dissolved the 50% Tenant-In-Common interest in the Payne Land, resulting in TCI owning the 109.85 acre Payne I tract and the 39.87 acre Payne II tract. TCI paid an additional
$1.0 million for a 30.43 flood plain acreage difference between the two parties.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2005, TCI sold the following properties:



|              |  |                    |  |                           |  |             |        |                   |   |                 |  |              |       |  |   |      
|------------- |  | ------------------ |  | ------------------------- |  | ----------- | ------ | ----------------- | - | --------------- |  | ------------ | ----- |  | - | -----
|Property      |  | Location           |  | Units/Acres/Rooms/Sq. Ft. |  | Sales Price |        | Net Cash Received |   | Debt Discharged |  | Gain on Sale
|Apartments    |  |                    |  |                           |  |             |        |                   |   |                 |  |              |       |  |   |      
|By The Sea    |  | Corpus Christi, TX |  | 153 Units                 |  | $           | 7,450  |                   | $ | 2,050           |  | $            | 5,165 |  | $ | 1,343
|Terrace Hills |  | El Paso, TX        |  | 310 Units                 |  |             | 12,300 |                   |   | 5,467           |  |              | 5,890 |  |   | 6,527



16



---

##### Table of Contents

##### Index to Financial Statements

|                              |  |                    |  |                           |  |             |  |                   |  |                 |     |  |              |    
|----------------------------- |  | ------------------ |  | ------------------------- |  | ----------- |  | ----------------- |  | --------------- | --- |  | ------------ | ---
|Property                      |  | Location           |  | Units/Acres/Rooms/Sq. Ft. |  | Sales Price |  | Net Cash Received |  | Debt Discharged |     |  | Gain on Sale |    
|Office Buildings              |  |                    |  |                           |  |             |  |                   |  |                 |     |  |              |    
|9033 Wilshire                 |  | Los Angeles, CA    |  | 44,253 Sq. Ft.            |  | 12,000      |  | 4,116             |  | 6,506           |     |  | 2,162        |    
|Bay Plaza I                   |  | Tampa, FL          |  | 75,780 Sq. Ft.            |  | 4,682       |  | 3,253             |  | 961             |     |  | 919          |    
|Bay Plaza II                  |  | Tampa, FL          |  | 78,882 Sq. Ft.            |  | 4,719       |  | 1,114             |  | 3,284           |     |  | (199         | )  
|Institute Place               |  | Chicago, IL        |  | 144,915 Sq. Ft.           |  | 14,460      |  | 4,843             |  | 7,792           |     |  | 10,061       |    
|Industrial Warehouses         |  |                    |  |                           |  |             |  |                   |  |                 |     |  |              |    
|5700 Tulane                   |  | Atlanta, GA        |  | 67,850 Sq. Ft.            |  | 816         |  | 738               |  |                |     |  | 294          |    
|Shopping Centers              |  |                    |  |                           |  |             |  |                   |  |                 |     |  |              |    
|Promenade                     |  | Highland Ranch, CO |  | 133,558 Sq. Ft.           |  | 14,250      |  | 6,192             |  | 6,651           |     |  | 6,601        |    
|Hotels                        |  |                    |  |                           |  |             |  |                   |  |                 |     |  |              |    
|Majestic Inn                  |  | San Francisco, CA  |  | 57 Rooms                  |  | 7,900       |  | 3,487             |  | 3,950           |     |  | 3,272        |    
|Land                          |  |                    |  |                           |  |             |  |                   |  |                 |     |  |              |    
|Alamo Springs/Lemmon Carlisle |  | Dallas, TX         |  | 2.82 Acres                |  | 7,674       |  | 5,587             |  | 1,744           |     |  | 2,394        |    
|Granbury Station              |  | Fort Worth, TX     |  | 15.696 Acres              |  | 1,003       |  | 265               |  | 738             | (1) |  | 10           |    
|LCLLP                         |  | Las Colinas, TX    |  | 4.3 Acres                 |  | 1,873       |  | 511               |  | 1,290           |     |  | 1,327        |    
|McKinney Ranch                |  | McKinney, TX       |  | 1.328 Acres               |  | 347         |  | 325               |  |                |     |  | 191          |    
|McKinney Ranch(2)             |  | McKinney, TX       |  | 27.192 Acres              |  | 10,070      |  | 2,214             |  |                |     |  |             | (3)
|McKinney Ranch(4)             |  | McKinney, TX       |  | 3.73 Acres                |  | 1,381       |  | 290               |  |                |     |  |             | (5)
|Round Mountain(6)             |  | Lakeway, TX        |  | 10 Acres                  |  | 1,500       |  | 251               |  |                |     |  | 1,073        |    
|West End                      |  | Dallas, TX         |  | .7978 Acres               |  | 2,259       |  | 2,099             |  |                |     |  | 1,259        |    
|West End                      |  | Dallas, TX         |  | .826 Acres                |  | 2,430       |  | 213               |  | 2,000           |     |  | 1,448        |    

---

|(1) |  | Assumed debt.
|--- |  | -------------

|(2) |  | TCI provided $7.6 million of seller financing. See Note 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | -------------------------------------------------------------------------------------------

|(3) |  | Gain of $7.0 million deferred due to insufficient initial buyer investment.
|--- |  | ---------------------------------------------------------------------------

|(4) |  | TCI provided $1.0 million of seller financing. See Note 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | -------------------------------------------------------------------------------------------

|(5) |  | Gain of $307,000 deferred due to insufficient initial buyer investment.
|--- |  | -----------------------------------------------------------------------

|(6) |  | TCI provided $1.1 million of seller financing. See Note 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | -------------------------------------------------------------------------------------------

In 2005, TCI financed/refinanced the following properties:



|                     |  |                    |  |                             |  |              |       |                 |   |                  |  |   |              |   |  |              |      |  |       |    
|-------------------- |  | ------------------ |  | --------------------------- |  | ------------ | ----- | --------------- | - | ---------------- |  | - | ------------ | - |  | ------------ | ---- |  | ----- | ---
|Property             |  | Location           |  | Sq. Ft./Units/ Rooms/ Acres |  | DebtIncurred |       | Debt Discharged |   | NetCash Received |  |   | InterestRate |   |  | MaturityDate |     
|Apartments           |  |                    |  |                             |  |              |       |                 |   |                  |  |   |              |   |  |              |      |  |       |    
|Autumn Chase         |  | Midland, TX        |  | 64 Units                    |  | $            | 1,166 |                 | $ | 797              |  | $ | 317          |   |  | 5.88         | %(1) |  | 05/35 |    
|Courtyard            |  | Midland, TX        |  | 133 Units                   |  |              | 1,342 |                 |   | 966              |  |   | 266          |   |  | 5.88         | (1)  |  | 05/35 |    
|Southgate            |  | Odessa, TX         |  | 180 Units                   |  |              | 1,879 |                 |   | 1,712            |  |   | 61           |   |  | 5.88         | (1)  |  | 05/35 |    
|Westwood             |  | Odessa, TX         |  | 79 Units                    |  |              | 500   |                 |   |                 |  |   | 464          |   |  | 5.25         | (1)  |  | 12/35 |    
|Office Buildings     |  |                    |  |                             |  |              |       |                 |   |                  |  |   |              |   |  |              |      |  |       |    
|Bridgeview Plaza     |  | LaCrosse, WI       |  | 116,008 Sq. Ft.             |  |              | 7,197 |                 |   | 6,304            |  |   | 649          |   |  | 7.25         | (1)  |  | 03/10 |    
|Shopping Centers     |  |                    |  |                             |  |              |       |                 |   |                  |  |   |              |   |  |              |      |  |       |    
|Dunes Plaza          |  | Michigan City, IN  |  | 223,869 Sq. Ft.             |  |              | 3,750 |                 |   | 2,685            |  |   | 658          |   |  | 7.50         | (1)  |  | 01/10 |    
|Hotels               |  |                    |  |                             |  |              |       |                 |   |                  |  |   |              |   |  |              |      |  |       |    
|The Majestic         |  | Chicago, IL        |  | 55 Rooms                    |  |              | 3,225 |                 |   |                 |  |   | 3,066        |   |  | 6.40         |      |  | 06/10 |    
|Land                 |  |                    |  |                             |  |              |       |                 |   |                  |  |   |              |   |  |              |      |  |       |    
|2301 Valley Branch   |  | Farmers Branch, TX |  | 23.763 Acres                |  |              | 2,420 |                 |   | 2,841            |  |   | (385         | ) |  | 8.50         | (1)  |  | 12/06 |    
|Alliance Airport(2)  |  | Tarrant County, TX |  | 12.724 Acres                |  |              | 553   |                 |   |                 |  |   | 540          |   |  | 7.25         | (1)  |  | 01/07 |    
|Centura(3)           |  | Farmers Branch, TX |  | 8.753 Acres                 |  |              | 6,727 |                 |   |                 |  |   | 6,727        |   |  | 8.50         | (1)  |  | 08/07 |    
|DeSoto Ranch(2)      |  | DeSoto, TX         |  | 21.879 Acres                |  |              | 1,635 |                 |   | 1,271            |  |   | 336          |   |  | 7.25         | (1)  |  | 01/07 |    
|McKinney 36          |  | Collin County, TX  |  | 34.58 Acres                 |  |              | 4,000 |                 |   | 1,747            |  |   | 2,123        |   |  | 6.50         | (1)  |  | 12/07 |    
|Payne I              |  | Las Colinas, TX    |  | 109.85 Acres                |  |              | 6,732 |                 |   |                 |  |   | 6,550        |   |  | 8.00         |      |  | 12/07 |    
|Sheffield Village(2) |  | Grand Prairie, TX  |  | 13.9 Acres                  |  |              | 975   |                 |   | 975              |  |   | 94           |   |  | 7.75         | (1)  |  | 03/07 |    
|West End(2)          |  | Dallas, TX         |  | 6.324 Acres                 |  |              | 2,000 |                 |   |                 |  |   | 1,951        |   |  | 7.25         | (1)  |  | 01/07 | (4)
|West End(2)          |  | Dallas, TX         |  | 5.498 Acres                 |  |              | 2,000 |                 |   |                 |  |   | 1,842        |   |  | 8.00         | (1)  |  | 06/07 |    

---

|(1) |  | Variable rate.
|--- |  | --------------



17



---

##### Table of Contents

##### Index to Financial Statements

|(2) |  | Drawn on TCIs $10 million line of credit for land acquisition and financing.
|--- |  | -----------------------------------------------------------------------------

|(3) |  | IORI purchased the Centura Land for $6.7 million. See Note 8. RELATED PARTIES.
|--- |  | --------------------------------------------------------------------------------

|(4) |  | Loan was paid off in November 2005 from a partial sale.
|--- |  | -------------------------------------------------------

Properties Held-for-Sale.    Set forth below are TCIs properties held-for-sale.



|                    |  |               |  |          
|------------------- |  | ------------- |  | ---------
|Property            |  | Location      |  | Units    
|Apartments          |  |               |  |          
|Bay Walk            |  | Galveston, TX |  | 192 Units
|Island Bay          |  | Galveston, TX |  | 458 Units
|Marina Landing      |  | Galveston, TX |  | 256 Units
|Plantation          |  | Tulsa, OK     |  | 138 Units
|Willow-Wick Gardens |  | Pensacola, FL |  | 152 Units

Partnership Properties.    TCI is a 30% general partner in Sacramento
Nine (SAC 9), which owned the Prospect Park #29 Office Building. In December 2004, SAC 9 sold the Prospect Park #29 office building for $3.7 million, of which TCI received $1.1 million after closing costs and fees. TCI recognized a gain
from the sale of $882,000.

In December 2004, TCI sold to an unrelated investment group a 95% partnership interest in Garden Centura, L.P.
(Garden Centura). Garden Centura is the owner of the 410,901 sq. ft. Centura Tower office building located in Farmers Branch, Texas. TCI retained a non-controlling 1% general partner interest and a 4% limited partner interest in Garden
Centura, L.P. TCI accounts for its investment in this partnership on the equity method.

Provision for Asset
Impairments.    TCI recorded asset impairments of $3.4 million in 2005, $6.1 million for 2004 and $4.7 million for 2003, representing the write down of certain operating properties to current estimated fair value. The asset
impairment for 2005 relates to the following properties:



|                    |  |                    |  |              |  |            |        |                |   |               |  |            |     |  |   |      
|------------------- |  | ------------------ |  | ------------ |  | ---------- | ------ | -------------- | - | ------------- |  | ---------- | --- |  | - | -----
|Property            |  | Location           |  | Units/ Acres |  | Fair Value |        | Property Basis |   | Costs to Sell |  | Impairment
|Apartments          |  |                    |  |              |  |            |        |                |   |               |  |            |     |  |   |      
|Bay Walk/Island Bay |  | Galveston, TX      |  | 650 Units    |  | $          | 25,000 |                | $ | 25,598        |  | $          | 982 |  | $ | 1,580
|Land                |  |                    |  |              |  |            |        |                |   |               |  |            |     |  |   |      
|Centura             |  | Farmers Branch, TX |  | 8.753 Acres  |  |            | 12,025 |                |   | 13,865        |  |            |    |  |   | 1,840

The Bay Walk and Island Bay Apartments are under contract to sell together and the contractual
sales price was used as fair value. Centura Land was appraised for its sale to IORI and the appraised value was used as the fair value. The costs to sell are estimated closing costs and commission to be paid by TCI.

The asset impairment for 2004 relates to the following properties:



|                |  |                 |  |                 |  |            |       |                |   |               |  |            |     |  |   |      
|--------------- |  | --------------- |  | --------------- |  | ---------- | ----- | -------------- | - | ------------- |  | ---------- | --- |  | - | -----
|Property        |  | Location        |  | Sq. Feet        |  | Fair Value |       | Property Basis |   | Costs to Sell |  | Impairment
|Office Building |  |                 |  |                 |  |            |       |                |   |               |  |            |     |  |   |      
|225 Baronne     |  | New Orleans, LA |  | 416,834 Sq. Ft. |  | $          | 8,500 |                | $ | 10,220        |  | $          |    |  | $ | 1,720
|Harmon          |  | Sterling, VA    |  | 72,062 Sq. Ft.  |  |            | 6,500 |                |   | 9,080         |  |            | 320 |  |   | 2,900
|Mimado          |  | Sterling, VA    |  | 35,127 Sq. Ft.  |  |            | 4,000 |                |   | 5,367         |  |            | 210 |  |   | 1,577

The Harmon and Mimado buildings were sold and the contractual sales prices were used as fair
value. The costs to sell were the estimated closing costs and commissions to be paid by TCI. It was determined that the fair value of 225 Baronne was less than the current book value due to the pending loss of a major tenant. The Company determined
that future leases on the vacated space will likely be below market rates and the projected future cash flows of 225 Baronne may not be sufficient to recover the current book value.



18



---

##### Table of Contents

##### Index to Financial Statements

The asset impairment for 2003 relates to the following properties:



|                |  |            |  |                 |  |            |       |                |   |               |  |            |       |  |   |      
|--------------- |  | ---------- |  | --------------- |  | ---------- | ----- | -------------- | - | ------------- |  | ---------- | ----- |  | - | -----
|Property        |  | Location   |  | Sq. Feet/Acres  |  | Fair Value |       | Property Basis |   | Costs to Sell |  | Impairment
|Office Building |  |            |  |                 |  |            |       |                |   |               |  |            |       |  |   |      
|Brandeis        |  | Omaha, NE  |  | 319,234 Sq. Ft. |  | $          | 8,821 |                | $ | 13,630        |  | $          |      |  | $ | 4,357
|Land            |  |            |  |                 |  |            |       |                |   |               |  |            |       |  |   |      
|Red Cross       |  | Dallas, TX |  | 2.89 Acres      |  |            | 8,500 |                |   | 7,679         |  |            | 1,019 |  |   | 198  

Brandeis was returned to the lender via a Deed in Lieu of Foreclosure on February 27, 2004
and the outstanding debt and accrued interest was used as the fair value. The gross impairment for Brandeis was $4.9 million but was reduced by $452,000 for the minority interest portion. The Red Cross land was sold on January 30, 2004 and the
actual sales price less selling costs was used as the fair value.

Mortgage Loans

In addition to investments in real estate, a portion of TCIs assets are invested in mortgage notes receivable, principally secured by real estate.
TCI may originate mortgage loans in conjunction with providing purchase money financing of property sales. Management intends to service and hold for investment the mortgage notes in TCIs portfolio. TCIs mortgage notes receivable consist
of first, wraparound and junior mortgage loans.

Types of Mortgage Activity.    TCI has originated its own
mortgage loans, as well as acquired existing mortgage notes either directly from builders, developers or property owners, or through mortgage banking firms, commercial banks or other qualified brokers. Premier Funding, LLC, a related party, services
TCIs mortgage notes. TCIs investment policy is described in ITEM 1. BUSINESSBusiness Plan and Investment Policy.

Types of Properties Securing Mortgage Notes.    The properties securing TCIs mortgage notes receivable portfolio at December 31, 2005, consisted of five office buildings, three parcels of unimproved
land and various partnership and membership interests. Four mortgage notes receivable were unsecured at December 31, 2005. The Board of Directors may alter the types of properties securing or collateralizing mortgage loans in which TCI invests
without a vote of stockholders. TCIs Articles of Incorporation impose certain restrictions on transactions with related parties, as discussed in ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

At December 31, 2005, TCIs mortgage notes receivable portfolio included six mortgage loans with an aggregate principal balance of $35.7
million secured by income-producing real estate located in the Southeast and Southwest regions of the continental United States, six mortgage loans with an aggregate principal balance of $16.0 million secured by unimproved land in the Southwest
region of the continental United States, five loans with a principal balance of $7.6 million secured by partnership or membership interests and four unsecured loans with a principal balance of $3.9 million. At December 31, 2005, 6.0% of
TCIs assets were invested in notes and interest receivable.

The following table sets forth the percentages (based on the mortgage
note principal balance) by property type and geographic region, of the income producing properties that serve as collateral for TCIs mortgage notes receivable at December 31, 2005. Excluded are $27.5 million of mortgage notes that are
secured by unimproved land or other security, or are unsecured. See Schedule IV to the Consolidated Financial Statements included at ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA for further details of TCIs
mortgage notes receivable portfolio.



|          |  |            |   |  |                       |   |  |       |  
|--------- |  | ---------- | - |  | --------------------- | - |  | ----- | -
|Region    |  | Apartments |   |  | Commercial Properties |   |  | Total |  
|Southwest |  | 0.0        | % |  | 48.9                  | % |  | 48.9  | %
|Southeast |  | 0.0        |   |  | 51.1                  |   |  | 51.1  |  
|          |  |            |   |  |                       |   |  |       |  
|          |  | 0.0        | % |  | 100.0                 | % |  | 100.0 | %
|          |  |            |   |  |                       |   |  |       |  



19



---

##### Table of Contents

##### Index to Financial Statements

A summary of the activity in TCIs mortgage notes receivable portfolio during 2005 is as follows:



|                                               |  |    |  
|---------------------------------------------- |  | -- | -
|Mortgage notes receivable at January 1, 2005   |  | 23 |  
|Loans paid off                                 |  | (8 | )
|Loans funded                                   |  | 6  |  
|                                               |  |    |  
|Mortgage notes receivable at December 31, 2005 |  | 21 |  
|                                               |  |    |  

During 2005, $10.8 million was collected in full payment of eight mortgage notes and $1.4 million
in principal payments were received on other mortgage notes. At December 31, 2005, 1.5% of TCIs assets were invested in mortgage notes secured by non-income producing real estate, comprised of a second lien mortgage note secured by 33
acres of unimproved land in Travis County, Texas, a first lien note secured by 13 acres of unimproved land in Harris County, Texas, a second lien note secured by 22.3 acres of unimproved land in Collin County, Texas, a second lien note secured by
1,092 acres in Austin, Texas, and two first lien notes secured by 27.2 and 3.73 acres in McKinney, Texas.

First Mortgage
Loans.    TCI invests in first mortgage notes with short, medium and long-term maturities. First mortgage loans generally provide for level periodic payments of principal and interest sufficient to substantially repay the
loan prior to maturity, but may involve interest-only payments or moderate amortization of principal and a balloon principal payment at maturity. With respect to first mortgage loans, the borrower is required to provide a
mortgagees title policy or an acceptable legal title opinion as to the validity and the priority of the mortgage lien over all other obligations, except liens arising from unpaid property taxes and other exceptions normally allowed by first
mortgage lenders. TCI may grant participations in first mortgage loans it originates to other lenders.

The following discussion briefly
describes first mortgage loans funded in 2005, as well as events during 2005 that affected previously funded first mortgage loans.

In
March 2002, TCI sold the 174,513 Sq. Ft. Hartford Office Building in Dallas, Texas, for $4.0 million, providing $4.0 million in seller financing as well as an additional $1.4 million line of credit for leasehold improvements all in the form of a
first lien mortgage note. The note bears interest at a variable interest rate, currently 8.0% per annum, requires monthly interest only payments and matures in March 2007. As of March 2006, TCI has funded $896,000 of the $1.4 million line of
credit. TCI determined during the third quarter of 2005 that it would classify this note as non-performing due to the lack of debt payments received and the probability that no debt payments would be received in the future. Effective for the quarter
ended September 30, 2005, TCI no longer accrues interest on this note. The loan is not considered impaired due to managements opinion that the fair value of the collateral is sufficient to cover the current loan balance and accrued
interest at March 2006.

In September 2005, TCI sold 10 acres of unimproved land to a third party for $1.5 million and provided $1.1
million of the purchase price as seller financing. The secured note bore interest at 10%, required monthly interest only payments and matured in September 2008. In December 2005, TCI sold this note to a financial institution for full face value less
closing costs, plus accrued interest. TCI and other related parties have also guaranteed the full payment of the note balances, including any outstanding interest and costs incurred by the financial institution.

In December 2005, TCI sold 27.192 acres and 3.73 acres to a third party for $10.1 million and $1.4 million, and provided $7.6 million and $1.0 million of
seller financing, respectively. Both notes bear interest at 8.0% per annum, require monthly interest only payments and mature in December 2008. In January 2006, TCI sold both notes to a financial institution for full face value less closing
costs, plus accrued interest. The financial institution has a Put Option that would require TCI to purchase both notes back under the following conditions: (1) failure to construct agreed upon roads on the property by December 2006;
(2) there occurs any event of default by the buyer; (3) certain escrow deposits for the road completion are not sufficient to cover the cost of the road



20



---

##### Table of Contents

##### Index to Financial Statements

construction; (4) any amendment, modification or assignment of certain development and escrow agreements between TCI and the buyer; and (5) failure
of TCI to deliver certain documents to the financial institution within a timely manner. TCI and other related parties have also guaranteed the full payment of the note balances, including any outstanding interest and costs incurred by the financial
institution.

Junior Mortgage Loans.    TCI may invest in junior mortgage loans, secured by mortgages that are
subordinate to one or more prior liens either on the fee or a leasehold interest in real estate. Recourse on such loans ordinarily includes the real estate on which the loan is made, other collateral and personal guarantees by the borrower. The
Board of Directors restricts investment in junior mortgage loans, excluding wraparound mortgage loans, to not more than 10.0% of TCIs assets. At December 31, 2005, 3.5% of TCIs assets were invested in junior and wraparound mortgage
loans.

The following discussion briefly describes the junior mortgage loans that TCI originated in 2005 as well as events that affected
previously funded junior mortgage loans during 2005.

In August 2001, TCI agreed to fund up to $5.6 million secured by a second lien on an
office building in Dallas, Texas. The note receivable bore interest at a variable rate, required monthly interest only payments and originally matured in January 2003. By March 2004, TCI had funded a total of $4.3 million. On January 22, 2003,
TCI agreed to extend the maturity date until May 1, 2003. The collateral used to secure TCIs second lien was seized by the first lien holder in 2003. On March 11, 2004, TCI agreed to accept an assignment of claims in litigation as
additional security for the note. In December 2004, TCI agreed to a Modification Agreement with the borrower, which was effective November 1, 2003. As of the modified effective date, accrued interest of $582,000 was added to the principal
balance of the note, the interest rate was set to a fixed rate of 9.0% per annum and all principal and interest was due November 2005. TCI also received Pledge and Security Agreements in various partnership interests belonging to the borrower
and received various Assignments of Proceeds from sales in certain entities owned by the borrower. TCI also agreed to reduce accrued interest and principal by $1.5 million from the receipt of notes receivable assigned to TCI by borrower and by
$605,000 from cash received. TCI also received $1.4 million in January 2005 that was applied to accrued interest and principal effective December 30, 2004. As a result of the modification, TCI recognized a reduction of $1.4 million for loan
losses to expense in 2004. The following notes were assigned to TCI as payment on the note:



| |  |  | $678,000 from a partnership that owns an apartment building. This note is unsecured, bears no interest and has no maturity date. Distributions made from the partnership operations
will be used to pay the principal on the note. TCI received $132,000 in distributions in 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $264,000, including accrued interest, secured by a second lien on 13 acres of unimproved land. This note bears interest at 9.0% and matured in February 2003. TCIs parent
company, ARI, has taken title to the collateral, giving TCI a first lien position on the collateral. This note is considered performing and no allowance has been established.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $466,000 secured by a second lien on 23.3 acres of unimproved land. This note bears interest at 4.0% and is payable upon demand.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | $125,000 secured by a 100% interest in an affiliated company that owns an apartment building. This note bears interest at 12.0% and requires payments only if surplus cash is
available and matures in April 2009.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In December 2005, TCI advanced $2.5 million under this note to the borrower.

In July 2002, TCI entered into an agreement to fund up to $300,000 under a revolving line of credit secured by 100% interest in a
partnership of the borrower. The line of credit bears interest at 12.0% per annum, requires monthly interest only payments and matured in June 2005. This loan was extended to June 2006 in the second quarter of 2005 and was subsequently modified
in the fourth quarter 2005. This second modification extends the loan maturity to October 2007 and limits any advances under the line of credit to $25,000 per month. As of March 2006, the borrower had $143,000 of remaining available credit under the
credit limit.



21



---

##### Table of Contents

##### Index to Financial Statements

In October 2004, TCI sold the In The Pines apartments to a third party and provided $1.0 million of the
purchase price as seller financing in the form of two notes. The first note bore interest at 7.0% per annum, required monthly interest only payments and matured in January 2005. The Purchaser extended this note to March 2005 by paying 1.0% of
the outstanding principal balance as an extension fee and then extended the note an additional 30 days to April 2005 by paying an extension fee of 0.5% of the outstanding principal balance. In the event of a default, the note is also secured by
membership rights in the purchasers entity. The second note was unsecured, bore interest at 8.5% per annum, required monthly interest only payments and matured in January 2005. The Purchaser extended this note to March 2005 by paying 1.0%
of the outstanding principal balance as an extension fee and then extended the note an additional 30 days to April 2005 by paying an extension fee of 0.5% of the outstanding principal balance. Both loans were extended to October 2005 with the
payment to TCI of a 2.0% extension fee. Both loans were paid in full, including unpaid interest, in October 2005.

In March 2005, TCI
entered into an agreement to advance a third party $3.2 million for development costs relating to single family residential lots in Austin, Texas. These advances are secured by membership interests in the borrower and a second lien on 1,092 acres of
undeveloped land. The secured note bears interest at 10%, requires semi-annual interest payments, and matures in March 2008. In September 2005 the total amount authorized under this advance was increased to $5.0 million. As of March 31, 2006,
TCI had advanced $4.2 million to the borrower. TCI also guaranteed, with full recourse to TCI, an $18 million bank loan for the borrower which is secured by a first lien on the 1,092 acres of undeveloped land. In June 2005, TCI purchased the
subsidiary of a related party for $4.1 million that holds two notes receivable from this third party totaling $3.0 and $1.0 million, respectively. These notes are secured by approximately 142 acres of undeveloped land and membership interests in the
borrowers. The secured notes bear interest at 12.0%, have an interest reserve for payments that is added to the principal balance on a monthly basis, and matured in June 2005. Both loans were extended to September 2005 and upon maturity, both loan
balances were paid under the advance referred to at the beginning of this paragraph.

Related Parties.    In
January 2002, TCI purchased 100% of the outstanding common shares of ART Two Hickory Corporation (Two Hickory), a wholly-owned subsidiary of ARI, a related party, for $4.4 million. Two Hickory owns the 96,217 sq. ft. Two Hickory Centre
Office Building in Farmers Branch, Texas. ARI guaranteed that the asset shall produce at least a 12.0% annual return of the purchase price for a period of three years from the purchase date. If the asset failed to produce the 12.0% annual return,
ARI was obligated to pay TCI any shortfall. In addition, if the asset failed to produce the 12.0% return for any calendar year and ARI failed to pay the shortfall, TCI could have required ARI to repurchase the shares of Two Hickory for the original
purchase price. Because ARI guaranteed the 12.0% return and TCI had the option of requiring ARI to repurchase the entities, and because ARI is a related party, management classified the consideration paid as a note receivable from ARI. In June 2002,
Two Hickory was refinanced. TCI received $1.3 million of the proceeds as a principal reduction on its note receivable from ARI. In January 2005, the guaranty period ended and TCI completed the purchase of Two Hickory by recording the asset and the
assumed debt, and removing the note receivable from ARI.

In April 2002, TCI purchased 100% of the following entities: ART One Hickory
Corporation (One Hickory), Garden Confederate Point, LP (Confederate Point), Garden Foxwood, LP (Foxwood), and Garden Woodsong, LP (Woodsong), all wholly-owned subsidiaries of ARI, a related party, for
$10.0 million. One Hickory owned the 120,615 sq. ft. One Hickory Centre Office Building in Farmers Branch, Texas. Confederate Point owned the 206 unit Confederate Apartments in Jacksonville, Florida. Foxwood owns the 220 unit Foxwood Apartments in
Memphis, Tennessee. Woodsong owned the 190 unit Woodsong Apartments in Smyrna, Georgia. ARI guaranteed a minimum 12.0% return annually based on the purchase price for a period of three years from the purchase date. If the assets failed to produce
the 12.0% return, ARI was required to pay TCI any shortfall. In addition, if the assets failed to produce the 12.0% return for a calendar year and ARI failed to pay the shortfall, TCI had the option of requiring ARI to repurchase the entities for
the original purchase price. Because ARI guaranteed the 12.0% return and TCI had the option of requiring ARI to repurchase the entities, management classified the consideration paid as a note receivable from ARI. In July 2002, the Woodsong



22



---

##### Table of Contents

##### Index to Financial Statements

Apartments were sold. ARI received $2.8 million from the proceeds as payment of principal and accrued but unpaid interest on the note receivable. In October
2003, TCI sold One Hickory to IORI for $12.2 million, less prorations, for a wraparound promissory note of $12.0 million. This note bears interest at 5.49% interest, requires monthly interest and principal payments and matures in June 2006. This
transaction effectively discharged the note receivable TCI had from ARI for the financing of One Hickory. Also, in November 2003, Confederate Point sold the Confederate Apartments and paid $2.1 million to TCI to pay off the loan and accrued but
unpaid interest. In April 2005, the guaranty period ended and TCI completed the purchase of the Foxwood Apartments by recording the asset and removing the note receivable from ARI.

In December 2003, TCI purchased a note receivable secured by a second lien on 33 acres of raw land in Travis County, Texas at par value from ARI for $2.4
million as a paydown on an affiliate loan balance. The note bears interest at 10.0% per annum, requires interest only payments beginning in November 2007 and matures in October 2008. Outstanding accrued interest is added to the principal
balance on an annual basis until 2007. During 2005 and 2004, $263,000 and $240,000 of accrued interest was added to the principal balance of the note, making the principal balance at December 31, 2005 $2.9 million.

In December 2003, TCI sold a tract of Marine Creek land to a subsidiary of Unified Housing Foundation, Inc. (UHF) for $1.5 million, receiving
cash and a note receivable. This sale was not recognized due to UHF being a related party and TCI having continuing involvement and control. In February 2004, Marine Creek was refinanced by UHF, which paid in full TCIs note payable on the
land. TCI then recorded the sale of the land and received a note receivable of $270,000, which was the difference between the sales price and the amount of TCIs note payable. The note bore interest at 6.0%, required quarterly payments from
available surplus cash and was due in December 2007. The note was paid in full, including accrued interest, in August 2005.

Other.    In July 2003, TCI advanced $2.3 million to the Class A Limited Partners of TCI Countryside, L.P. of which TCI is the general partner. This loan bears interest at 7.25% and matures in January 2007.
TCI also agreed to advance $1.1 million to the Class A Limited Partners by advancing $105,000 in July 2003 and every year thereafter for ten years. This loan bears interest at 7.25% and matures in July 2012. Interest due to TCI will be deducted
from the quarterly return owed by TCI to the Class A Limited Partners, eliminating the quarterly payments. In October 2005, TCI agreed to settle the remaining obligations under this loan by paying a lump sum of $425,000, making the total
advanced $740,000. After January 2007, TCI may redeem the Class A Limited Partners interests in exchange for cancellation of both notes.

In March 2004, TCI sold the Texstar Warehouse in Arlington, Texas to BCM for $2.4 million, including the assumption of debt. TCI also provided $1.3 million of the purchase price as seller financing. The unsecured note bears interest at the
prime rate plus 2%, which is currently 9.5%, and matured in April 2005. This note was extended to April 2008.

In March 2004, TCI sold a
K-Mart in Cary, North Carolina to BCM for $3.2 million, including the assumption of debt. TCI also provided $1.5 million of the purchase price as seller financing. The unsecured note bears interest at the prime rate plus 2%, which is currently 9.5%,
and matured in April 2005. This note was extended to April 2008.

In December 2004, TCI sold the Centura Tower office building to a
partnership and retained a 1% non-controlling general partner interest and a 4% limited partner interest. TCI has certain obligations to fund the partnership for rent abatements, tenant improvements, leasing commissions and other cash shortfalls.
$4.1 million of these obligations were escrowed by TCI with the lender at loan closing. Through December 31, 2005, TCI has funded $4.7 million of these obligations, with $4.1 million recorded as an investment in the partnership and the
remainder of $603,000 in the form of a note receivable from the partnership. This note has no maturity date, requires no payments, and bears interest at a fixed rate of 7.0% per annum. The note will be paid out of excess cash flow or from sales
proceeds, but only after certain partner preferred returns are paid.



23



---

##### Table of Contents

##### Index to Financial Statements

Partnership mortgage loans.    TCI owns a 60.0% general partner interest and
IORI owns a 40.0% general partner interest in Nakash Income Associates (NIA), which owns a wraparound mortgage note receivable secured by a building occupied by a Wal-Mart in Maulden, Missouri.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

During the fourth
quarter of the fiscal year covered by this Report, no proceeding previously reported was terminated. During the fiscal year ended December 31, 2005, the Innovo Realty, Inc. proceeding filed August 10, 2004 was resolved in April 2005. See
Note 8 to the Consolidated Financial Statements.

Also, on May 16, 2005, the United States District Court for the Northern District of
Texas, Dallas Division, entered its Memorandum Opinion and Order and Judgment dismissing a purported stockholders derivative action filed October 5, 2004, by Sunset Management LLC against a number of entities, including the Company. The
Courts Judgment granted a Motion to Dismiss filed by the Defendants, including the Company, and ordered that Plaintiff Sunset Management LLC take nothing by its suit. No appeal was timely filed, and the dismissal of the action is now final.
The Sunset Complaint was purportedly filed derivatively on behalf of the Company. With the Judgment dismissing this action, the Company is not, at December 31, 2005, or thereafter through the date of this Report, a direct party to any
litigation involving Sunset Management LLC.

Two separate legal proceedings continue to exist which involve matters between Sunset
Management LLC and ARI and BCM over a pledge as collateral for certain loans of a number of shares of Common Stock of the Company. Both cases are proceedings associated with the case styled In Re: ART Williamsburg, Inc., Debtor, pending in
the United States Bankruptcy Court for the Eastern District of Texas, Sherman Division, Case No. 4:03-43909-BTR-11, filed August 22, 2003. The associated cases are American Realty Trust, et al. v. Sunset Management LLC, et al.,
Adversary Proceeding No. 03-04256 filed September 10, 2003, and Sunset Management LLC, et al. v. American Realty Investors, Inc., et al., now pending in the United States District Court for the Eastern District of Texas, Tyler
Division, as Case No. 4:06-CV-18. Both proceedings involve certain shares of Common Stock of the Company beneficially owned by BCM and ARI and its subsidiaries and matters emanating from certain loans in September 2001 to BCM and three
subsidiaries of ARI, Sunset Management LLCs agreement to extend maturity dates and accept substituted collateral, arrangements which were not honored. Adversary Proceeding No. 03-04256 was removed to the Bankruptcy Court from a Texas
state court originally filed in October 2002 alleging breach of contract, misrepresentation, breach of duty of good faith and fair dealing, and slander of title by Sunset Management LLC which also sought certain declaratory relief against Sunset
Management LLC, as well as temporary and permanent anti-suit injunctions against Sunset Management LLC. Case No. 4:06-CV-18 was originally filed in the United States District Court for the Northern District of Texas, Dallas Division, and
originally sought to require a conveyance by ARI and/or its subsidiaries of certain pledged shares back to pledgors ARI and BCM. Such matter was first transferred to the United States Bankruptcy Court for the Eastern District of Texas as an
adversary proceeding and then transferred to the United States District Court for the Eastern District of Texas, Tyler Division.

The
ownership of property and provision of services to the public as tenants entails an inherent risk of liability. Although the Company and its subsidiaries are involved in various items of litigation incidental to and in the ordinary course of its
business, in the opinion of Management, the outcome of such litigation will not have a material adverse impact upon the Companys financial condition, results of operations or liquidity.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

The Annual Meeting of Stockholders was held on November 22, 2005, at which proxies were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended (the Exchange Act).
There was no solicitation in opposition to Managements nominees listed in the Proxy Statement, all of which were elected. At the Annual meeting stockholders were asked to consider and vote upon the election of Directors and



24



---

##### Table of Contents

##### Index to Financial Statements

the ratification of the selection of the independent public accountants for TCI for the fiscal year ending December 31, 2005. At the meeting,
stockholders elected the following individuals as Directors:



|                      |  |               |  |                   
|--------------------- |  | ------------- |  | ------------------
|                      |  | Shares Voting
|Director              |  | For           |  | Withheld Authority
|Henry A. Butler       |  | 7,377,532     |  | 19,607            
|Sharon Hunt           |  | 7,369,895     |  | 27,244            
|Robert A. Jakuszewski |  | 7,380,765     |  | 16,374            
|Ted R. Munselle       |  | 7,370,805     |  | 26,334            
|Ted P. Stokely        |  | 7,378,217     |  | 18,922            

There were no abstentions or broker non-votes on the election of Directors. With respect to the
ratification of the appointment of Farmer, Fuqua & Huff, P.C. as independent auditors of the Company for the fiscal year ending December 31, 2005, and any interim period, at least 7,380,092 votes were received in favor of such
proposal, 3,275 votes were received against such proposal, and 13,771 votes abstained.



25



---

##### Table of Contents

##### Index to Financial Statements

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

TCIs Common Stock is listed and traded on the New York Stock Exchange (NYSE) under the symbol TCI. The following table sets
forth the high and low sales prices as reported in the consolidated reporting system of the NYSE.



|                                        |  |      |       |     |   |      
|--------------------------------------- |  | ---- | ----- | --- | - | -----
|Quarter Ended                           |  | High |       | Low
|March 31, 2006 (through March 24, 2006) |  | $    | 18.79 |     | $ | 15.60
|                                        |  |     
|March 31, 2005                          |  |      | 20.10 |     |   | 14.20
|June 30, 2005                           |  |      | 22.19 |     |   | 18.80
|September 30, 2005                      |  |      | 21.45 |     |   | 19.60
|December 31, 2005                       |  |      | 19.79 |     |   | 16.50
|                                        |  |     
|March 31, 2004                          |  |      | 17.33 |     |   | 14.42
|June 30, 2004                           |  |      | 14.59 |     |   | 10.99
|September 30, 2004                      |  |      | 13.75 |     |   | 12.40
|December 31,2004                        |  |      | 14.59 |     |   | 13.55

On March 24, 2006, the closing price of TCIs Common Stock as reported in the
consolidated reporting system of the NYSE was $16.90 per share.

As of March 24, 2006, TCIs Common Stock was held by 4,313
holders of record.

TCI paid no dividends in 2005, 2004 or 2003. The payment of dividends, if any, will be determined by the Board of
Directors in light of conditions then existing, including the Companys financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board of
Directors.

In December 1989, the Board of Directors approved a share repurchase program, authorizing the repurchase of a total of 687,000
shares of TCIs Common Stock. In October 2000, the Board increased this authorization to 1,409,000 shares. Through December 31, 2005, a total of 1,189,910 shares have been repurchased at a cost of $15.9 million. No shares were repurchased
in 2003 or 2005. In November 2004, the Board approved a private block purchase of 212,800 shares of Common Stock for a total cost of $3.1 million. The following table represents shares repurchased during each of the three months ended
December 31, 2005:



|                                 |  |                                  |  |                              |   |                                                                        |   |                                                                         |        
|-------------------------------- |  | -------------------------------- |  | ---------------------------- | - | ---------------------------------------------------------------------- | - | ----------------------------------------------------------------------- | -------
|                                 |  | Total Number of Shares Purchased |  | Average Price Paid Per Share |   | Total Number of Shares Purchased as Part of
Publicly Announced Program |   | Maximum Number of Shares that May Yet Be
Purchased Under the Program(a)
|Balance as of September 30, 2005 |  |                                 |  | $                            |  |                                                                        |  |                                                                         | 219,090
|October 1-31, 2005               |  |                                 |  |                              |  |                                                                        |  |                                                                         | 219,090
|November 1-30, 2005              |  |                                 |  |                              |  |                                                                        |  |                                                                         | 219,090
|December 1-31, 2005              |  |                                 |  |                              |  |                                                                        |  |                                                                         | 219,090
|                                 |  |                                  |  |                              |   |                                                                        |   |                                                                         |        
|Total                            |  |                                 |  | $                            |  |                                                                        |  |                                                                         | 219,090
|                                 |  |                                  |  |                              |   |                                                                        |   |                                                                         |        

---

|(a) |  | On June 23, 2000, the TCI Board of Directors approved a share repurchase program for up to 1,409,000 shares of common stock. The repurchase program has no termination date.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---

##### Table of Contents

##### Index to Financial Statements

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|--------------------------------------------------------------------------------------------- |  | -------------------------------- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | - |  | - | --------- | -
|                                                                                              |  | For the Years Ended December 31, |          
|                                                                                              |  | 2005                             |           |   | 2004 |   |           | 2003 |  |   | 2002      |   |  | 2001 |          
|                                                                                              |  | dollars in thousands             |          
|EARNINGS DATA                                                                                 |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Total operating revenues                                                                      |  | $                                | 105,444   |   |      | $ | 83,604    |      |  | $ | 68,558    |   |  | $    | 52,631    |   |  | $ | 48,932    |  
|Total operating expenses                                                                      |  |                                  | 94,006    |   |      |   | 85,936    |      |  |   | 75,066    |   |  |      | 39,715    |   |  |   | 30,328    |  
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Operating loss                                                                                |  |                                  | 11,438    |   |      |   | (2,332    | )    |  |   | (6,508    | ) |  |      | 12,916    |   |  |   | 18,604    |  
|Other income (expense)                                                                        |  |                                  | (37,958   | ) |      |   | (24,658   | )    |  |   | (9,120    | ) |  |      | (39,126   | ) |  |   | (34,918   | )
|Loss before gain on real estate sales, minority interest, and equity in earnings of investees |  |                                  | (26,520   | ) |      |   | (26,990   | )    |  |   | (15,628   | ) |  |      | (26,210   | ) |  |   | (16,314   | )
|Gain on land sales                                                                            |  |                                  | 7,702     |   |      |   | 7,110     |      |  |   | 1,641     |   |  |      | 666       |   |  |   |          |  
|Gain on sale of real estate                                                                   |  |                                  |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   | 48,333    |  
|Equity in income (loss) of investees                                                          |  |                                  | 968       |   |      |   | (1,497    | )    |  |   | (4,291    | ) |  |      | (3,818    | ) |  |   | (8,997    | )
|Minority interest                                                                             |  |                                  | (112      | ) |      |   | (1,194    | )    |  |   | 2,230     |   |  |      | 892       |   |  |   | 67        |  
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income (loss) from continuing operations                                                  |  |                                  | (17,962   | ) |      |   | (22,571   | )    |  |   | (16,048   | ) |  |      | (28,470   | ) |  |   | 23,089    |  
|Income tax benefit                                                                            |  |                                  | 802       |   |      |   | 10,976    |      |  |   |          |   |  |      |          |   |  |   |          |  
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income (loss) from continuing operations                                                  |  |                                  | (17,160   | ) |      |   | (11,595   | )    |  |   | (16,048   | ) |  |      | (28,470   | ) |  |   | 23,089    |  
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Discontinued operations, net of taxes                                                         |  |                                  | 26,229    |   |      |   | 35,301    |      |  |   | 16,721    |   |  |      | 33,321    |   |  |   | (3,278    | )
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income (loss)                                                                             |  |                                  | 9,069     |   |      |   | 23,706    |      |  |   | 673       |   |  |      | 4,851     |   |  |   | 19,811    |  
|Preferred dividend requirement                                                                |  |                                  | (210      | ) |      |   | (210      | )    |  |   | (126      | ) |  |      | (190      | ) |  |   | (172      | )
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income (loss) applicable to Common shares                                                 |  | $                                | 8,859     |   |      | $ | 23,496    |      |  | $ | 547       |   |  | $    | 4,661     |   |  | $ | 19,639    |  
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|PER SHARE DATA                                                                                |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income (loss) from continuing operations                                                  |  | $                                | (2.20     | ) |      | $ | (1.46     | )    |  | $ | (2.00     | ) |  | $    | (3.56     | ) |  | $ | 2.70      |  
|Net income (loss) from discontinued operations                                                |  |                                  | 3.32      |   |      |   | 4.36      |      |  |   | 2.07      |   |  |      | 4.14      |   |  |   | (.39      | )
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income (loss) applicable to Common shares                                                 |  | $                                | 1.12      |   |      | $ | 2.90      |      |  | $ | .07       |   |  | $    | .58       |   |  | $ | 2.31      |  
|                                                                                              |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Weighted average shares outstanding                                                           |  |                                  | 7,900,869 |   |      |   | 8,082,854 |      |  |   | 8,078,108 |   |  |      | 8,057,361 |   |  |   | 8,478,377 |  
|                                                                                              |  |                                  |           |   |     
|BALANCE SHEET DATA                                                                            |  |                                  |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Real estate, net                                                                              |  | $                                | 833,885   |   |      | $ | 658,300   |      |  | $ | 641,022   |   |  | $    | 736,977   |   |  | $ | 622,171   |  
|Real estate heldforsale                                                                     |  |                                  | 40,446    |   |      |   | 49,878    |      |  |   | 61,457    |   |  |      | 22,510    |   |  |   | 516       |  
|Real estate subject to sales contract                                                         |  |                                  | 68,738    |   |      |   | 70,350    |      |  |   | 79,848    |   |  |      |          |   |  |   |          |  
|Notes and interest receivable, net                                                            |  |                                  | 64,818    |   |      |   | 56,630    |      |  |   | 30,741    |   |  |      | 27,953    |   |  |   | 22,049    |  
|Total assets                                                                                  |  |                                  | 1,089,079 |   |      |   | 920,311   |      |  |   | 882,784   |   |  |      | 858,489   |   |  |   | 709,152   |  
|Notes and interest payable                                                                    |  |                                  | 770,161   |   |      |   | 644,071   |      |  |   | 626,465   |   |  |      | 586,628   |   |  |   | 461,037   |  
|Stockholders equity                                                                          |  |                                  | 251,179   |   |      |   | 240,519   |      |  |   | 221,758   |   |  |      | 222,394   |   |  |   | 216,768   |  
|Book value per share                                                                          |  | $                                | 30.96     |   |      | $ | 30.44     |      |  | $ | 27.33     |   |  | $    | 27.55     |   |  | $ | 26.95     |  

TCI purchased 26 properties for a total of $180.6 million in 2005, 20 properties for a total of
$86.7 million in 2004, 10 properties for a total of $36.9 million in 2003, 16 properties for a total of $107.7 million in 2002, and 17 properties for a total of $62.5 million in 2001. TCI sold nine properties and nine parcels of land for



27



---

##### Table of Contents

##### Index to Financial Statements

$107.1 million in 2005, 20 properties, the two remaining warehouses in the Kelly portfolio and four parcels of land for $276.7 million in 2004, 13
properties, two warehouses in the Kelly portfolio and 5 parcels of land for $86.6 million in 2003, 18 properties and a partial land parcel for a total of $117.6 million in 2002, and 22 properties, one warehouse in the Kelly portfolio and three
partial land parcels in 2001 for a total of $161.5 million. See ITEM 2. PROPERTIESReal Estate and ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

This Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the
captions Business, Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations. We caution investors that any forward-looking statements in this report, or which
management may make orally or in writing from time to time, are based on managements beliefs and on assumptions made by, and information currently available to, management. When used, the words anticipate, believe,
expect, intend, may, might, plan, estimate, project, should, will, result and similar expressions which do not relate solely to
historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends,
uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or
projected. We caution you that, while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We
expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are
based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that
may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:



| |  |  | general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on tenants financial condition, and
competition from other developers, owners and operators of real estate);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | failure to manage effectively our growth and expansion into new markets or to integrate acquisitions successfully;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | risks and uncertainties affecting property development and construction (including, without limitation, construction delays, cost overruns, inability to obtain necessary permits and
public opposition to such activities);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | costs of compliance with the Americans with Disabilities Act and other similar laws and regulations;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | potential liability for uninsured losses and environmental contamination;
| | - |  | -------------------------------------------------------------------------



| |  |  | risks associated with our dependence on key personnel whose continued service is not guaranteed; and
| | - |  | ----------------------------------------------------------------------------------------------------



28



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | the other risk factors identified in this Form 10-K, including those described under the caption Risk Factors.
| | - |  | ----------------------------------------------------------------------------------------------------------------

The risks included here are not exhaustive. Other sections of this report, including Part I, Item IBusinessRisk Factors,
include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for
management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in
any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for
future periods and current reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise.

Overview

TCI invests in real estate through acquisitions, leases and partnerships and in mortgage
loans on real estate, including first, wraparound and junior mortgage loans. TCI is the successor to a California business trust organized on September 6, 1983, which commenced operations on January 31, 1984. On November 30, 1999, TCI
acquired all of the outstanding shares of beneficial interest of CMET, a real estate company, in a tax-free exchange of shares, issuing 1.181 shares of its Common Stock for each outstanding CMET share. TCI accounted for the merger as a purchase.

Prior to January 1, 2000, TCI elected to be treated as a Real Estate Investment Trust (REIT) under Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the Code). During the third quarter of 2000, TCI no longer met the requirement for tax treatment as a REIT due to a concentration of ownership.

Today, TCI is an externally advised real estate investment company that owns a diverse portfolio of residential apartment communities, office buildings,
hotels and other commercial properties. TCI has a preeminent track record as a developer, completing the construction of 19 apartment properties comprising 4,362 units over the last three years. In addition, TCI owns a high-quality portfolio of land
held for future development and continues to invest in well-located land tracts in high-growth markets primarily in Texas. The Company is an active buyer and seller and during 2005 acquired over $180.6 million and sold over $107.1 million of land
and income-producing properties. As of December 31, 2005, the Company owned approximately 10,354 units in 52 residential apartment communities, 22 commercial properties comprising almost four million rentable square feet and 4 hotels
containing a total of 313 rooms. In addition, at December 31, 2005, TCI owned 4,200 acres of land held for development and had almost 1,100 apartment units in five projects under construction. The Company currently owns income-producing
properties and land in 15 states as well as in Poland and the U.S. Virgin Islands. Prime Income Asset Management, LLC (Prime) is the Companys external advisor. Regis Property Management, LLC, an affiliate of Prime, manages the
Companys commercial properties. Regis Hotel I, LLC, another Prime affiliate, manages the Companys hotel investments. TCI engages various third-party companies to lease and manage its apartment properties.

Critical Accounting Policies

The preparation of
financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We
base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our



29



---

##### Table of Contents

##### Index to Financial Statements

judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting
policies would have been applied resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results,
adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters
that are inherently uncertain.

Real Estate Held for Investment

Real estate held for investment is carried at cost. Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS No. 144), requires that a property be considered impaired if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the
property. If impairment exists, an impairment loss is recognized, by a charge against earnings, equal to the amount by which the carrying amount of the property exceeds the fair value less cost to sell the property. If impairment of a property is
recognized, the carrying amount of the property is reduced by the amount of the impairment, and a new cost for the property is established. Such new cost is depreciated over the propertys remaining useful life. Depreciation is provided by the
straight-line method over estimated useful lives, which range from five to 40 years.

Real Estate Held-for-Sale

Foreclosed real estate is initially recorded at new cost, defined as the lower of original cost or fair value minus estimated costs of sale. SFAS
No. 144 also requires that properties held for sale be reported at the lower of carrying amount or fair value less costs of sale. If a reduction in a held for sale propertys carrying amount to fair value less costs of sale is required, a
provision for loss is recognized by a charge against earnings. Subsequent revisions, either upward or downward, to a held for sale propertys estimated fair value less costs of sale are recorded as an adjustment to the propertys carrying
amount, but not in excess of the propertys carrying amount when originally classified as held for sale. A corresponding charge against or credit to earnings is recognized. Properties held for sale are not depreciated.

Investments in Equity Investees

TCI may be considered to have the ability to exercise significant influence over the operating and investment policies of certain of its investees. Those investees are accounted for using the equity method. Under the equity method, an
initial investment, recorded at cost, is increased by a proportionate share of the investees operating income and any additional investment and decreased by a proportionate share of the investees operating losses and distributions
received.

Recognition of Rental Income

Rental income for commercial property leases is recognized on a straight-line basis over the respective lease terms. Rental income for residential property leases is recorded when due from residents and is recognized
monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. For hotel properties, revenues for room sales and guest services are recognized as rooms are occupied
and services are rendered.

Revenue Recognition on the Sale of Real Estate

Sales of real estate are recognized when and to the extent permitted by Statement of Financial Accounting Standards No. 66, Accounting for
Sales of Real Estate (SFAS No. 66), as amended by SFAS No. 144. Until the requirements of SFAS No. 66 for full profit recognition have been met, transactions are accounted for using the deposit, installment, cost
recovery or financing method, whichever is appropriate. When TCI provides seller



30



---

##### Table of Contents

##### Index to Financial Statements

financing, gain is not recognized at the time of sale unless the buyers initial investment and continuing investment are deemed to be adequate as
determined by SFAS 66 guidelines.

Non-performing Notes Receivable

TCI considers a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest
payments. Any new note receivable that results from a modification or extension of a note considered non-performing will also be considered non-performing, without regard to the borrowers adherence to payment terms.

Interest Recognition on Notes Receivable

Interest income is not recognized on notes receivable that have been delinquent for 60 days or more. In addition, accrued but unpaid interest income is only recognized to the extent that the net realizable value of
the underlying collateral exceeds the carrying value of the receivable.

Allowance for Estimated Losses

A valuation allowance is provided for estimated losses on notes receivable considered to be impaired. Impairment is considered to exist when it is
probable that all amounts due under the terms of the note will not be collected. Valuation allowances are provided for estimated losses on notes receivable to the extent that the investment in the note exceeds managements estimate of fair
value of the collateral securing such note.

Fair Value of Financial Instruments

The following assumptions were used in estimating the fair value of its notes receivable, marketable equity securities and notes payable. For performing
notes receivable, the fair value was estimated by discounting future cash flows using current interest rates for similar loans. For non-performing notes receivable, the estimated fair value of TCIs interest in the collateral property was used.
For marketable equity securities, fair value was based on the year-end closing market price of each security. For notes payable, the fair value was estimated using current rates for mortgages with similar terms and maturities.

Results of Operations

2005 Compared to
2004.    TCI had net income of $9.1 million in 2005, including gains on sale of real estate totaling $31.5 million and net income of $23.7 million in 2004, including gains on sale of real estate totaling $63.3 million.
Fluctuations in the components of revenues and expense between 2005 and 2004 are discussed below.

Rents were $105.4 million in 2005
compared to $83.6 million in 2004. The increase in rents from 2005 to 2004 is primarily due to new rental income from completed apartment projects since 2001, a slight increase in commercial rents due to new purchases in 2005, and an increase in
hotel revenues due to higher room rates and average occupancies during 2005.

Property operations expenses were $64.9 million in 2005
compared to $53.2 million in 2004. This increase is primarily due to additional operations expense from the completion of apartment projects since 2001, and increases in hotel and land operations during 2005.

Depreciation expense was $16.1 million in 2005 compared to $16.7 million in 2004. Depreciation expense decreased slightly in 2005 due to lower
depreciation for commercial and hotels, offset by increased depreciation from apartment construction projects being completed since 2001.



31



---

##### Table of Contents

##### Index to Financial Statements

General and administrative expenses were $8.3 million in 2005 compared to $9.3 million in 2004. The
decrease in 2005 was due to a reduction in legal fees and state income taxes, offset by higher professional fees, cost reimbursements to the advisor, and predevelopment expenses for projects not being constructed.

Advisory fee expense was $4.7 million in 2005 compared to $6.7 million in 2004. The decrease in 2005 was due to TCI receiving an operating expense refund
from Prime of $2.4 million in 2005. See NOTE 12. ADVISORY AGREEMENT.

Interest income of $3.7 million in 2005 approximated the
$3.7 million in 2004.

Gain on foreign currency transaction was $292,000 in 2005 compared to $3.8 million in 2004. Gain or loss on foreign
currency transaction is the result of Hotel Akademia converting long-term debt, which is denominated in Euros, into the functional currency, the Polish Zloty. The Euro has weakened against the Zloty in 2005 and 2004, which has resulted in TCI
recognizing these gains.

Interest expense was $39.9 million in 2005 compared to $30.5 million in 2003. Interest expense increased in 2005
due to increased debt due from apartment construction projects being completed since 2001. Commercial and land interest was also higher in 2005 due to new purchases and refinancings during 2005. A large amount of TCIs land debts have variable
interest rates tied to the prime rate or other bank rates. These rates have risen throughout 2005, which has also contributed to higher interest expense for TCIs land holdings. Hotel interest decreased during 2005 due to lower interest rates
on refinanced debt.

TCI recorded asset impairments of $1.8 million in 2005 and $1.7 million in 2004, representing the write-down of
certain operating properties to current estimated fair value.



|         |  |                    |  |             |  |           |        |               |   |              |  |            |  |   |      
|-------- |  | ------------------ |  | ----------- |  | --------- | ------ | ------------- | - | ------------ |  | ---------- |  | - | -----
|Property |  | Location           |  | Units/Acres |  | FairValue |        | PropertyBasis |   | Costs toSell |  | Impairment
|Land     |  |                    |  |             |  |           |        |               |   |              |  |            |  |   |      
|Centura  |  | Farmers Branch, TX |  | 8.753 Acres |  | $         | 12,025 |               | $ | 13,865       |  |           |  | $ | 1,840

Centura Land was appraised for its sale to IORI and the appraised value was used as the fair
value. The costs to sell are estimated closing costs and commissions paid by TCI.

The assets for 2004 include the following properties:



|                |  |                 |  |                  |  |           |       |               |   |              |  |            |   |  |   |      
|--------------- |  | --------------- |  | ---------------- |  | --------- | ----- | ------------- | - | ------------ |  | ---------- | - |  | - | -----
|Property        |  | Location        |  | Sq. Feet/Acres   |  | FairValue |       | PropertyBasis |   | Costs toSell |  | Impairment
|Office Building |  |                 |  |                  |  |           |       |               |   |              |  |            |   |  |   |      
|225 Baronne     |  | New Orleans, LA |  | 416, 834 Sq. Ft. |  | $         | 8,500 |               | $ | 10,220       |  | $          |  |  | $ | 1,720

It was determined that the fair value of 225 Baronne was less than the current book value due to
the pending loss of the anchor tenant. It was determined that future leases on the vacated space will be below market rates and the projected future cash flows of 225 Baronne will not be sufficient to recover the current book value.

TCI recorded a reduction to loss provisions of $1.5 million in 2004, representing the removal of the allowance on TCIs note receivables. All of
TCIs note receivables are performing or are secured by collateral that is equal to or greater than the note balance.

Net income fee
to affiliate was $522,000 in 2005 compared to $1.9 million in 2004. The net income fee is payable to TCIs advisor based on 7.5% of TCIs net income, after certain adjustments. TCI had higher net income, after adjustments, in 2004 as
compared to 2005, therefore the net income fee was higher.



32



---

##### Table of Contents

##### Index to Financial Statements

Other income (expense) was $370,000 in 2005 compared to $555,000 in 2004. Other income in 2004 was higher
due to TCI receiving a higher amount of dividend income from its holdings in Realty Korea CR-REIT Co., Ltd. No. 1.

Equity in earnings
of investees was $968,000 in 2005 compared to equity in loss of investees of $1.5 million in 2004. IORI and ARI both recognized income from continuing operations for 2005, as compared to a loss for ARI from continuing operations in 2004.

Income from discontinued operations was $27.5 million in 2005 compared to $58.8 million in 2004. Income from discontinued operations relates to 9
operating properties sold during 2005, five apartments designated as held for sale and 22 operating properties TCI sold during 2004. The following table summarizes revenue and expense information for these properties sold and held-for-sale.



|                                                                          |  |      |        |   |      |   |        |  
|------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                          |  | 2005 |        |   | 2004 |  
|Revenue                                                                   |  |      |        |   |      |   |        |  
|Rental                                                                    |  | $    | 14,626 |   |      | $ | 36,052 |  
|Property operations                                                       |  |      | 11,777 |   |      |   | 21,885 |  
|                                                                          |  |      |        |   |      |   |        |  
|                                                                          |  |      | 2,849  |   |      |   | 14,167 |  
|Expenses                                                                  |  |      |        |   |      |   |        |  
|Interest                                                                  |  |      | 6,407  |   |      |   | 12,280 |  
|Depreciation                                                              |  |      | 553    |   |      |   | 5,865  |  
|                                                                          |  |      |        |   |      |   |        |  
|                                                                          |  |      | 6,960  |   |      |   | 18,145 |  
|                                                                          |  |      |        |   |      |   |        |  
|Net loss from discontinued operations before gains on sale of real estate |  |      | (4,111 | ) |      |   | (3,978 | )
|Gain on sale of real estate                                               |  |      | 31,473 |   |      |   | 63,348 |  
|Write-down of assets held-for-sale                                        |  |      | (1,580 | ) |      |   | (4,477 | )
|Equity in investees gain on sale of real estate                           |  |      | 1,673  |   |      |   | 3,884  |  
|                                                                          |  |      |        |   |      |   |        |  
|Net income from discontinued operations                                   |  | $    | 27,455 |   |      | $ | 58,777 |  
|                                                                          |  |      |        |   |      |   |        |  

Discontinued operations have not been segregated in the consolidated statements of cash flows.
Therefore, amounts for certain captions will not agree with respective consolidated statements of operations.

In 2005 and 2004, gains on
sale of real estate totaling $31.5 million and $63.3 million were recognized. See NOTE 2. REAL ESTATE.

2004 Compared to
2003.    TCI had net income of $23.7 million in 2004, including gains on sale of real estate totaling $63.3 million and net income of $673,000 in 2003, including gains on sale of real estate totaling $21.7 million.
Fluctuations in the components of revenues and expense between 2004 and 2003 are discussed below.

Rents were $83.6 million in 2004
compared to $68.6 million in 2003. The increase in rents from 2004 to 2003 is primarily due to new rental income from completed apartment projects since 2001 and a slight increase in hotel revenues.

Property operations expenses were $53.2 million in 2004 compared to $49.2 million in 2003. This increase is primarily due to additional operations
expense from the completion of apartment projects since 2001, which is offset by decreases in hotel and land operations during 2004.

Depreciation expense was $16.7 million in 2004 compared to $11.8 million in 2003. Depreciation expense increased in 2004 primarily due to apartment construction projects being completed since 2001.



33



---

##### Table of Contents

##### Index to Financial Statements

General and administrative expenses were $9.3 million in 2004 compared to $9.1 million in 2003. The
increase in 2004 was due to an increase in state income taxes and cost reimbursements to the Advisor, offset by lower legal cost and professional fees.

Advisory fee expense was $6.7 million in 2004 compared to $4.9 million in 2003. The increase in 2004 was due to higher average gross assets during the year. Also, TCI received an operating expense refund from Prime of
$1.3 million in 2003. See NOTE 12. ADVISORY AGREEMENT.

Interest income was $3.7 million in 2004 compared to $2.9 million
in 2003. The increase in 2004 was primarily due to additional interest from an increase in the outstanding notes receivable balances during 2004.

Gain on foreign currency transaction was $3.8 million in 2004, compared to a loss of $3.3 million in 2003. Gain or loss on foreign currency transaction is the result of Hotel Akademia converting long-term debt, which is denominated in
Euros, into the functional currency, the Polish Zloty. The Euro weakened against the Zloty during 2004, which has resulted in TCI recognizing this gain.

Interest expense was $30.5 million in 2004 compared to $21.2 million in 2003. Interest expense increased in 2004 primarily due to increased debt due to apartment construction projects being completed since 2001.
Changes in other segments interest expense were nominal from 2004 to 2003.

TCI recorded asset impairments of $1.7 million in 2004 and
$198,000 in 2003, representing the write-down of certain operating properties to current estimated fair value.

The assets for 2004 include
the following properties:



|                |  |                 |  |                  |  |           |       |               |   |              |  |            |   |  |   |      
|--------------- |  | --------------- |  | ---------------- |  | --------- | ----- | ------------- | - | ------------ |  | ---------- | - |  | - | -----
|Property        |  | Location        |  | Sq. Feet/ Acres  |  | FairValue |       | PropertyBasis |   | Costs toSell |  | Impairment
|Office Building |  |                 |  |                  |  |           |       |               |   |              |  |            |   |  |   |      
|225 Baronne     |  | New Orleans, LA |  | 416, 834 Sq. Ft. |  | $         | 8,500 |               | $ | 10,220       |  | $          |  |  | $ | 1,720

It was determined that the fair value of 225 Baronne was less than the current book value due to
the pending loss of the anchor tenant. It was determined that future leases on the vacated space will be below market rates and the projected future cash flows of 225 Baronne will not be sufficient to recover the current book value.

The assets for 2003 include the following properties:



|          |  |            |  |                |  |           |       |               |   |              |  |            |       |  |   |    
|--------- |  | ---------- |  | -------------- |  | --------- | ----- | ------------- | - | ------------ |  | ---------- | ----- |  | - | ---
|Property  |  | Location   |  | Sq. Feet/Acres |  | FairValue |       | PropertyBasis |   | Costs toSell |  | Impairment
|Land      |  |            |  |                |  |           |       |               |   |              |  |            |       |  |   |    
|Red Cross |  | Dallas, TX |  | 2.89 Acres     |  | $         | 8,500 |               | $ | 7,679        |  | $          | 1,019 |  | $ | 198

The Red Cross land was sold on January 30, 2004 and the actual sales price less selling costs
was used as the fair value.

Net income fee to affiliate was $1.9 million in 2004. The net income fee is payable to TCIs advisor
based on 7.5% of TCIs net income, after certain adjustments. TCI had a net loss for 2003, therefore no net income fee was due.

Gain
on settlement of debt was $4.4 million in 2003. The gain resulted from a favorable ruling in a lender dispute regarding the mortgage loans on three office buildings in New Orleans, Louisiana.

Gain on condemnation award was $4.8 million in 2003, resulting from the settlement of a dispute regarding a land parcel in Dallas, Texas.



34



---

##### Table of Contents

##### Index to Financial Statements

Other income (expense) was $555,000 in 2004 compared to $3.8 million in 2003. Other income in 2003 was
higher due to TCI receiving a litigation settlement of $3.4 million.

Equity in loss of investees was $1.5 million in 2004 compared to $4.3
million in 2003. The losses from equity investees are primarily attributed to operating losses for IORI and ARI. IORI and ARI had lower losses from continuing operations in 2004.

Income from discontinued operations was $58.8 million in 2004 compared to $16.7 million in 2003. Income from discontinued operations relates to 22
operating properties sold during 2004 and 15 operating properties TCI sold during 2003. The following table summarizes revenue and expense information for these properties sold and held-for-sale.



|                                                                          |  |      |        |   |      |   |        |  
|------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                          |  | 2004 |        |   | 2003 |  
|Revenue                                                                   |  |      |        |   |      |   |        |  
|Rental                                                                    |  | $    | 36,052 |   |      | $ | 55,616 |  
|Property operations                                                       |  |      | 21,885 |   |      |   | 30,142 |  
|                                                                          |  |      |        |   |      |   |        |  
|                                                                          |  |      | 14,167 |   |      |   | 25,474 |  
|Expenses                                                                  |  |      |        |   |      |   |        |  
|Interest                                                                  |  |      | 12,280 |   |      |   | 21,844 |  
|Depreciation                                                              |  |      | 5,865  |   |      |   | 9,055  |  
|                                                                          |  |      |        |   |      |   |        |  
|                                                                          |  |      | 18,145 |   |      |   | 30,899 |  
|                                                                          |  |      |        |   |      |   |        |  
|Net loss from discontinued operations before gains on sale of real estate |  |      | (3,978 | ) |      |   | (5,425 | )
|Gain on sale of real estate                                               |  |      | 63,348 |   |      |   | 21,650 |  
|Write-down of assets held for sale                                        |  |      | (4,477 | ) |      |   | (4,357 | )
|Equity in investees gain on sale of real estate                           |  |      | 3,884  |   |      |   | 4,853  |  
|                                                                          |  |      |        |   |      |   |        |  
|Net income from discontinued operations                                   |  | $    | 58,777 |   |      | $ | 16,721 |  
|                                                                          |  |      |        |   |      |   |        |  

Discontinued operations have not been segregated in the consolidated statements of cash flows.
Therefore, amounts for certain captions will not agree with respective consolidated statements of operations.

In 2004 and 2003, gains on
sale of real estate totaling $63.3 million and $21.7 million were recognized. See NOTE 2. REAL ESTATE.

Liquidity and Capital Resources

Cash and cash equivalents were $5.5 million, $21.8 million and $6.4 million at December 31, 2005, 2004 and 2003, respectively. The
principal reasons for the change in cash are discussed in the paragraphs below.

TCIs principal sources of cash have been and will
continue to be from property operations, proceeds from property sales, and the collection of mortgage notes receivable, borrowings and to a lesser extent, distributions from partnerships. Management anticipates that TCIs cash at
December 31, 2005, along with cash that will be generated in 2006 from property operations, will not be sufficient to meet all of TCIs cash requirements. Management intends to selectively sell income producing real estate, refinance or
extend real estate debt and seek additional borrowings against real estate to meet its cash requirements. Historically, management has been successful at extending its current maturity obligations. Management also anticipates funding ongoing real
estate construction projects and the acquisition of new real estate from cash generated by property sales, debt refinancings or extensions, and additional borrowings.

Net cash provided in operations was $16.7 million in 2005 compared to net cash used in operations of $13.2 million in 2004 and net cash provided by operations of $3.7 million in 2003. Cash flow from property



35



---

##### Table of Contents

##### Index to Financial Statements

operations is rents collected, less payment for property operating expenses or net rental income. Net cash provided by operating activities was higher in
2005 compared to 2004 due to higher operating income, increases in accounts and other payables and deferred gains on the sale of properties. These increases for 2005 were offset by lower depreciation being added back, higher interest payments on
notes payable and an increase in other assets. Although operating income was higher in 2004 compared to 2003 due to increased income from residential properties, cash from operations was less in 2004 compared to 2003 due to higher spending on
general and administrative expenses, advisory fees and net income fees and an increase in non-cash gains from property sales and foreign currency transactions in 2004 compared to 2003. Management believes that cash flow may decrease from property
operations as a result of selling income producing properties.

Management expects that funds from existing cash resources, selective sales
of income producing properties, refinancing of real estate, and additional borrowings against real estate will be sufficient to meet TCIs cash requirements associated with its current and anticipated level of operations, maturing debt
obligations and existing commitments. To the extent that TCIs liquidity permits or financing sources are available, management intends to make new real estate investments.

Net cash used in investing activities was $148.5 million in 2005 compared to $18.9 million in 2004 compared to $26.9 million in 2003. Cash from investing
activities decreased in 2005 compared to 2004 due to higher amounts of notes receivable funding, significantly more spent on real estate acquisitions and lower proceeds from real estate sales. These decreases were offset by less cash used for real
estate construction and improvements and payments received from the advisor during 2005 instead of payments made to the advisor as in 2004. Cash from investing activities increased in 2004 compared to 2003 due to higher proceeds from the sales of
real estate and collections on notes receivable, reduced by increased spending on real estate construction and improvements and real estate acquisitions, and an increase in payments to TCIs advisor.

Net cash provided by financing activities was $115.4 million in 2005 compared to $47.6 million in 2004 compared to $19.0 million in 2003. Cash from
financing activities increased in 2005 compared to 2004 due to higher proceeds from refinancing of notes payable and lower payments made on notes payable. Cash from financing activities increased in 2004 compared to 2003 due to higher proceeds from
refinancing of notes payable, which was reduced by higher payments on notes payable and the repurchase of TCIs common stock.

Management reviews the carrying values of TCIs properties and mortgage notes receivable at least annually and whenever events or a change in circumstances indicate that impairment may exist. Impairment is considered to exist if, in
the case of a property, the future cash flow from the property (undiscounted and without interest) is less than the carrying amount of the property. For notes receivable, impairment is considered to exist if it is probable that all amounts due under
the terms of the note will not be collected. If impairment is found to exist, a provision for loss is recorded by a charge against earnings. The note receivable review includes an evaluation of the collateral property securing such note. The
property review generally includes: (1) selective property inspections; (2) a review of the propertys current rents compared to market rents; (3) a review of the propertys expenses; (4) a review of maintenance
requirements; (5) a review of the propertys cash flow; (6) discussions with the manager of the property; and (7) a review of properties in the surrounding area.

Obligations and Commitments

TCI has contractual obligations and commitments primarily with regards
to the payment of mortgages.



36



---

##### Table of Contents

##### Index to Financial Statements

The following table aggregates TCIs expected contractual obligations and commitments subsequent to
December 31, 2005.



|                            |  |                        |         |                 |   |           |  |           |         |                  |   |        |  |   |        
|--------------------------- |  | ---------------------- | ------- | --------------- | - | --------- |  | --------- | ------- | ---------------- | - | ------ |  | - | -------
|                            |  | PAYMENTS DUE BY PERIOD
|                            |  | Total                  |         | Less than1 Year |   | 1-3 Years |  | 3-5 Years |         | More than5 Years
|                            |  | dollars in thousands  
|Long-Term Debt(1)           |  | $                      | 766,651 |                 | $ | 191,426   |  | $         | 124,574 |                  | $ | 37,415 |  | $ | 413,236
|Capital Lease Obligations   |  |                        |        |                 |   |          |  |           |        |                  |   |       |  |   |       
|Operating Leases            |  |                        |        |                 |   |          |  |           |        |                  |   |       |  |   |       
|Purchase Obligations        |  |                        |        |                 |   |          |  |           |        |                  |   |       |  |   |       
|Other Long-Term Liabilities |  |                        | 2,163   |                 |   | 2,163     |  |           |        |                  |   |       |  |   |       

---

|(1) |  | TCIs long-term debt may contain financial covenants that, if certain thresholds are not met, could allow the lender to accelerate principal payments or cause the note to
become due immediately.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other long-term liabilities represent TCIs intentions to purchase the interests of general and
limited partners formed to construct residential properties

Related Party Transactions

Historically, TCI, ARI, IORI, and others have each engaged in and may continue to engage in business transactions, including real estate partnerships,
with related parties. Management believes that all of the related party transactions represented the best investments available at the time and were at least as advantageous to TCI as could have been obtained from unrelated parties.

Operating Relationships

TCI received rents of
$56,000 in 2005, $69,000 in 2004, and $175,000 in 2003 from Prime and BCM for a lease at Addison Hanger. BCM owns a corporate jet that is housed at the hanger and TCI has available space at the hanger.

Property Transactions

Activity in 2005 included:

In December 2003, TCI sold six properties to subsidiaries of Unified Housing Foundation, Inc. (UHF), a Texas Non-Profit 501(c)
3 Corporation. TCI sold 10.72 acres of Marine Creek land for $1.5 million, Limestone at Vista Ridge apartments for $19.0 million, the Cliffs of El Dorado apartments for $13.4 million, the Limestone Canyon apartments for $18.0 million, the Sendero
Ridge apartments for $29.4 million and the Tivoli apartments for $16.1 million. Ted Stokely, Chairman of the Board of TCI, is the General Manager of UHF. Richard Humphrey, who is employed by Regis I, an affiliate, is Senior Vice President of UHF.
Due to UHF being considered a related party to TCI and TCI having continued involvement and control of these entities, these transactions have not been recorded as sales. Instead, these transactions will be accounted for on the deposit method and
the properties and corresponding debt will continue to be consolidated by TCI. The loans on Limestone Canyon apartments, Limestone at Vista Ridge apartments and Tivoli apartments were approved by their prospective lenders for transfer to the
purchasing entities. TCI has guaranteed the loans on each of these transfers. Also, Marine Creek land and the Cliffs of El Dorado apartments were recognized as sales during 2004. Management is seeking lender approval on the transfer of the note
associated with the Sendero Ridge apartments.

In June 2005, TCI purchased a subsidiary of a related party for $4.1 million, decreasing the
affiliate receivable by $4.1 million.



37



---

##### Table of Contents

##### Index to Financial Statements

In August 2005, TCI sold 8.753 acres to an affiliate for $6.7 million. For a period of one year following
closing and 90 days thereafter, the buyer has the right to convey the land to TCI for the original sales price, plus a 12% preferred return per annum accruing from the closing date. This transaction has been treated as a financing by TCI, with a
note payable of $6.7 million recorded.

Environmental Matters

Under various federal, state and local environmental laws, ordinances and regulations, TCI may be potentially liable for removal or remediation costs, as well as certain other potential costs, relating to hazardous or
toxic substances (including governmental fines and injuries to persons and property) where property-level managers have arranged for the removal, disposal or treatment of hazardous or toxic substances. In addition, certain environmental laws impose
liability for release of asbestos-containing materials into the air, and third parties may seek recovery for personal injury associated with such materials.

Management is not aware of any environmental liability relating to the above matters that would have a material adverse effect on TCIs business, assets or results of operations.

Newly Issued Accounting Standards

In December 2004,
the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123-R, Share-Based Payment. This Statement addresses the accounting for share-based payment
transactions in which a company receives employee services in exchange for (a) equity instruments of the company, such as stock options, or (b) liabilities, such as those related to performance units, that are based on the fair value of
the companys equity instruments or that may be settled by the issuance of such equity instruments.

SFAS No. 123-R, which is
effective for the Company beginning in the first quarter of fiscal year 2006, eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25, and generally requires that such transactions be accounted for
using prescribed fair-value-based methods. SFAS No. 123-R permits public companies to adopt its requirements using one of two methods: (a) a modified prospective method in which compensation costs are recognized beginning with
the effective date based on the requirements of SFAS No. 123-R for all share-based payments granted after the effective date and based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of
SFAS No. 123-R that remain unvested on the effective date or (b) a modified retrospective method which includes the requirements of the modified prospective method described above, but also permits companies to restate based on
the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures either for all periods presented or prior interim periods of the year of adoption.

The Company has decided to adopt SFAS No. 123-R using the modified prospective method. SFAS No. 123(R) must be applied not only to new awards
but to previously granted awards that are not fully vested on the effective date. All of TCIs options were fully vested as of the effective date, and TCI has no outstanding options that were granted, modified or settled after the effective
date, so additional compensation costs for previously granted awards will not be recognized. In December 2005, the Companys Board of Directors cancelled the stock option plan, and at the present time, the Company has no plans to offer
additional stock options. The Company does not believe the adoption of SFAS No. 123(R) will have a material impact on its financial statements or results of operations.

In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections (Statement No. 154). Statement
No. 154, which replaces APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, changes the requirements for the accounting for and
reporting of a change in accounting principle. The statement requires retrospective application of changes in accounting principle to prior periods financial statements unless it is



38



---

##### Table of Contents

##### Index to Financial Statements

impracticable to determine the period-specific effects or the cumulative effect of the change. Statement No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of Statement No. 154 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows of TCI.

In June 2005, the FASB ratified the consensus in EITF Issue No. 04-5, Determining Whether a General Partner, or the General
Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (Issue 04-5), which provides guidance in determining whether a general partner controls a limited partnership.
Issue 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership. The presumption may be overcome if the limited partners have either (1) the substantive ability to dissolve the limited
partnership or otherwise remove the general partner without cause or (2) substantive participating rights, which provide the limited partners with the ability to effectively participate in significant decisions that would be expected to be made
in the ordinary course of the limited partnerships business and thereby preclude the general partner from exercising unilateral control over the partnership. The adoption of Issue 04-5 by us for new or modified limited partnership arrangements
is effective June 30, 2005 and for existing limited partnership arrangements effective January 1, 2006. We do not expect that we will be required to consolidate our current unconsolidated joint venture investments nor do we expect Issue
04-5 to have a material effect on our consolidated financial statements.

At its June 2005 meeting, the EITF reached a consensus regarding
Issue No. 05-6 (EITF 05-6), Determining the Amortization Period for Leasehold Improvements. EITF 05-6 is effective for periods beginning after June 29, 2005. The guidance requires that leasehold improvements acquired in a
business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of acquisition or purchase. The adoption
of EITF 05-6 did not have a material impact to our financial condition or results of operations.

Inflation

The effects of inflation on TCIs operations are not quantifiable. Revenues from property operations tend to fluctuate proportionately with
inflationary increases and decreases in housing costs. Fluctuations in the rate of inflation also affect sales values of properties and the ultimate gain to be realized from property sales. To the extent that inflation affects interest rates,
TCIs earnings from short-term investments, the cost of new financings as well as the cost of variable interest rate debt will be affected.

Tax
Matters

Prior to the year 2000, TCI elected and in the opinion of management, qualified to be taxed as a REIT as defined under Sections
856 through 860 of the Internal Revenue Code of 1986, as amended. During the third quarter of 2000, due to a concentration in ownership, TCI no longer met the requirements for tax treatment as a REIT under the Code.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK

TCIs future operations, cash flow and fair values of financial instruments are partially dependent on the then existing market interest rates and market equity prices. Market risk is based on changes in market rates and prices, and
the effect of the changes on future operations. Market risk is managed by matching a propertys anticipated net operating income to appropriate financing.

TCI is exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. TCI does not hold financial instruments for trading or other speculative purposes, but
rather issues these financial instruments to finance its portfolio of real estate assets. TCIs interest rate sensitivity position is managed by TCIs capital markets department. Interest rate sensitivity is the relationship between
changes in



39



---

##### Table of Contents

##### Index to Financial Statements

market interest rates and the fair value of market rate sensitive assets and liabilities. TCIs earnings are affected as changes in short-term interest
rates impact its cost of variable rate debt and maturing fixed rate debt. A large portion of TCIs market risk is exposure to short-term interest rates from variable rate borrowings. The impact on TCIs financial statements of refinancing
fixed debt that matured during 2005 was not material. As permitted, management intends to convert a significant portion of those borrowings from variable rates to fixed rates. If market interest rates for variable rate debt average 100 basis points
more in 2006 than they did during 2005, TCIs interest expense would increase and net income would decrease by $1.8 million. This amount is determined by considering the impact of hypothetical interest rates on TCIs borrowing cost. The
analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate its
exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in TCIs financial structure.

The following table contains only those exposures that existed at December 31, 2005. Anticipation of exposures or risk on positions that could
possibly arise was not considered. TCIs ultimate interest rate risk and its effect on operations will depend on future capital market exposures, which cannot be anticipated with a probable assurance level. Dollars in thousands.



|                                          |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  |   |        
|----------------------------------------- |  | ---- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - | ---------- | - | ------ | ----- |  | - | ------- | - |  | - | -------
|Assets                                    |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  |   |        
|Notes receivable                          |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  |   |        
|Variable interest rate-fair value         |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  | $ | 6,771  
|                                          |  |      |         |   |      |   |       
|                                          |  | 2006 |         |   | 2007 |   |        | 2008 |  |   | 2009   |   |  | 2010 |        |   | Thereafter |   |        | Total
|Instruments maturities                   |  | $    |        |   |      | $ | 4,896  |      |  | $ | 2,775  |   |  | $    |       |   |            | $ |       |       |  | $ |        |   |  | $ | 7,671  
|Instruments amortization                 |  |      |        |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |        |   |  |   |       
|Interest                                  |  |      | 920     |   |      |   | 586    |      |  |   | 284    |   |  |      |       |   |            |   |       |       |  |   |        |   |  |   | 1,790  
|Average rate                              |  |      | 8.9     | % |      |   | 7.8    | %    |  |   | 8.7    | % |  |      |       | % |            |   |       | %     |  |   |        | % |  |   |        
|Fixed interest rate-fair value            |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  | $ | 46,911 
|                                          |  |      |         |   |      |   |       
|                                          |  | 2006 |         |   | 2007 |   |        | 2008 |  |   | 2009   |   |  | 2010 |        |   | Thereafter |   |        | Total
|Instruments maturities                   |  | $    | 27,555  |   |      | $ | 16,819 |      |  | $ | 6,950  |   |  | $    | 140    |   |            | $ |       |       |  | $ | 4,037   |   |  | $ | 55,501 
|Instruments amortization                 |  |      | 111     |   |      |   | 50     |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |        |   |  |   | 161    
|Interest                                  |  |      | 3,443   |   |      |   | 1,571  |      |  |   | 434    |   |  |      | 302    |   |            |   | 298    |       |  |   | 1,584   |   |  |   | 7,632  
|Average rate                              |  |      | 7.6     | % |      |   | 8.5    | %    |  |   | 8.5    | % |  |      | 7.6    | % |            |   | 7.6    | %     |  |   | 7.6     | % |  |   |        
|                                          |  |      |         |   |      |   |       
|Liabilities                               |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  |   |        
|Non-trading Instruments-Equity Price Risk |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  |   |        
|Notes payable                             |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  |   |        
|Variable interest rate-fair value         |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  | $ | 154,956
|                                          |  |      |         |   |      |   |       
|                                          |  | 2006 |         |   | 2007 |   |        | 2008 |  |   | 2009   |   |  | 2010 |        |   | Thereafter |   |        | Total
|Instruments maturities                   |  | $    | 78,441  |   |      | $ | 32,467 |      |  | $ | 15,323 |   |  | $    | 6,737  |   |            | $ | 12,425 |       |  | $ | 10,993  |   |  | $ | 156,386
|Instruments amortization                 |  |      | 2,289   |   |      |   | 1,473  |      |  |   | 1,372  |   |  |      | 1,295  |   |            |   | 1,113  |       |  |   | 11,942  |   |  |   | 19,484 
|Interest                                  |  |      | 11,315  |   |      |   | 5,735  |      |  |   | 3,543  |   |  |      | 2,723  |   |            |   | 1,752  |       |  |   | 9,532   |   |  |   | 34,600 
|Average rate                              |  |      | 7.8     | % |      |   | 7.5    | %    |  |   | 7.2    | % |  |      | 7.1    | % |            |   | 6.2    | %     |  |   | 5.2     | % |  |   |        
|Fixed interest rate-fair value            |  |      |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |         |   |  | $ | 548,453
|                                          |  |      |         |   |      |   |       
|                                          |  | 2006 |         |   | 2007 |   |        | 2008 |  |   | 2009   |   |  | 2010 |        |   | Thereafter |   |        | Total
|Instruments maturities                   |  | $    | 104,366 |   |      | $ | 25,061 |      |  | $ | 38,645 |   |  | $    | 5,727  |   |            | $ |       |       |  | $ | 80,703  |   |  | $ | 254,502
|Instruments amortization                 |  |      | 6,330   |   |      |   | 5,387  |      |  |   | 4,846  |   |  |      | 4,919  |   |            |   | 5,199  |       |  |   | 309,598 |   |  |   | 336,279
|Interest                                  |  |      | 36,805  |   |      |   | 31,133 |      |  |   | 28,972 |   |  |      | 26,030 |   |            |   | 25,505 |       |  |   | 431,296 |   |  |   | 579,741
|Average rate                              |  |      | 6.8     | % |      |   | 6.7    | %    |  |   | 6.7    | % |  |      | 6.6    | % |            |   | 6.6    | %     |  |   | 6.4     | % |  |   |        



40



---

##### Table of Contents

##### Index to Financial Statements

|ITEM 8. | CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | --------------------------------------------------------

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                             |  |     
|-------------------------------------------------------------------------------------------- |  | ----
|                                                                                             |  | Page
|Financial Statements                                                                         |  |     
|Report of Independent Registered Public Accounting Firms                                     |  | 42  
|Consolidated Balance SheetsDecember 31, 2005 and 2004                                       |  | 44  
|Consolidated Statements of OperationsYears Ended December 31, 2005, 2004 and 2003           |  | 45  
|Consolidated Statements of Stockholders EquityYears Ended December 31, 2005, 2004 and 2003 |  | 47  
|Consolidated Statements of Cash FlowsYears Ended December 31, 2005, 2004 and 2003           |  | 48  
|Notes to Consolidated Financial Statements                                                   |  | 50  
|                                                                                             | 
|Financial Statement Schedules                                                                |  |     
|Schedule IIIReal Estate and Accumulated Depreciation                                        |  | 84  
|Schedule IVMortgage Loans on Real Estate                                                    |  | 91  

All other schedules are omitted because they are not required, are not applicable or the
information required is included in the Consolidated Financial Statements or the notes thereto.



41



---

##### Table of Contents

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of

Transcontinental Realty Investors, Inc.

Dallas, Texas

We have audited the accompanying consolidated balance sheet of Transcontinental Realty
Investors, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders equity, and cash flows for the year then ended December 31, 2005 and 2004. These financial statements are
the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.

As
described in Note 23, Transcontinental Realty Investors, Inc.s management has indicated its intent to both sell income producing properties and refinance or extend debt secured by real estate to meet its liquidity needs.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
Transcontinental Realty Investors, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for years then ended, in conformity with accounting principals generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. Schedules III and IV
are presented for the purpose of complying with the Securities and Exchange Commissions rules and is not a required part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in
the audits of the consolidated financial statements and, in our opinion, fairly states, in all material respects, the financial data required to be set forth therein in relation to the consolidated financial statements taken as a whole.

FARMER, FUQUA & HUFF, PC

Plano, Texas

March 27, 2006



42



---

##### Table of Contents

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of

Transcontinental Realty Investors, Inc.

Dallas, Texas

We have audited the accompanying consolidated statements of operations, stockholders equity and cash flow of Transcontinental Realty Investors,
Inc. for the year ended December 31, 2003. We have also audited the schedules listed in the accompanying index. These financial statements and schedules are the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedules are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements and schedules. We believe that our audit provides a reasonable basis for our opinion.

As described in Note 23, Transcontinental Realty Investors, Inc.s management has indicated its intent to both sell income producing properties and refinance or extend debt secured by real estate, to meet its
liquidity needs.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated results of their operations and their cash flows of Transcontinental Realty Investors, Inc. for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the schedules present fairly, in all material respects, the information set forth therein.

BDO SEIDMAN, LLP

Dallas, Texas

March 30, 2004 (except for Notes 18,19 and 21 which are as of
March 27, 2006.)



43



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | --------- | - | ---------------- | - | ------- | -
|                                                                                                                                   |  | December 31, 2005      |           |   | December 31,2004 |  
|                                                                                                                                   |  | (dollars in thousands) |          
|Assets                                                                                                                             |  |                        |           |   |                  |  
|Real estate held for investment                                                                                                    |  | $                      | 911,981   |   |                  | $ | 730,584 |  
|Lessaccumulated depreciation                                                                                                      |  |                        | (78,096   | ) |                  |   | (72,284 | )
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  |                        | 833,885   |   |                  |   | 658,300 |  
|Real estate held-for-sale                                                                                                          |  |                        | 40,446    |   |                  |   | 49,878  |  
|Real estate subject to sales contract                                                                                              |  |                        | 68,738    |   |                  |   | 70,350  |  
|Notes and interest receivable                                                                                                      |  |                        |           |   |                  |   |         |  
|Performing (including $34,370 in 2005 and $40,496 in 2004 from affiliates and related parties)                                     |  |                        | 59,922    |   |                  |   | 56,630  |  
|Non-performing, non-accruing                                                                                                       |  |                        | 4,896     |   |                  |   |        |  
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  |                        | 64,818    |   |                  |   | 56,630  |  
|Lessallowance for estimated losses                                                                                                |  |                        |          |   |                  |   |        |  
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  |                        | 64,818    |   |                  |   | 56,630  |  
|Investment in real estate entities                                                                                                 |  |                        | 24,659    |   |                  |   | 17,582  |  
|Marketable equity securities, at market value                                                                                      |  |                        | 7,446     |   |                  |   | 6,580   |  
|Cash and cash equivalents                                                                                                          |  |                        | 5,462     |   |                  |   | 21,845  |  
|Other assets (including $1,103 in 2005 and $14,125 in 2004 from affiliates and related parties)                                    |  |                        | 43,625    |   |                  |   | 39,146  |  
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  | $                      | 1,089,079 |   |                  | $ | 920,311 |  
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|Liabilities and Stockholders Equity                                                                                               |  |                        |           |   |                  |  
|Liabilities:                                                                                                                       |  |                        |           |   |                  |   |         |  
|Notes and interest payable (including $6,987 in 2005 to affiliates and related parties)                                            |  | $                      | 657,481   |   |                  | $ | 524,670 |  
|Liabilities related to assets held for sale                                                                                        |  |                        | 53,357    |   |                  |   | 59,424  |  
|Liabilities related to assets subject to sales contract                                                                            |  |                        | 59,323    |   |                  |   | 59,977  |  
|Other liabilities (including $12,272 in 2005 and $2,282 in 2004 to affiliates and related parties)                                 |  |                        | 66,500    |   |                  |   | 34,840  |  
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  |                        | 836,661   |   |                  |   | 678,911 |  
|                                                                                                                                   |  |                       
|Commitments and contingencies                                                                                                      |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  |                       
|Minority interest                                                                                                                  |  |                        | 1,239     |   |                  |   | 881     |  
|Stockholders equity:                                                                                                              |  |                        |           |   |                  |   |         |  
|Preferred Stock                                                                                                                    |  |                        |           |   |                  |   |         |  
|Series C; $.01 par value; authorized, issued and outstanding 30,000 shares; (liquidation preference $3,000)                        |  |                        |          |   |                  |   |        |  
|Common Stock, $.01 par value; authorized, 10,000,000 shares; issued and outstanding 7,900,869 in 2005 and 7,900,869 shares in
2004 |  |                        | 81        |   |                  |   | 81      |  
|Paid-in capital                                                                                                                    |  |                        | 256,494   |   |                  |   | 256,704 |  
|Treasury stock                                                                                                                     |  |                        | (3,086    | ) |                  |   | (3,086  | )
|Accumulated deficit                                                                                                                |  |                        | (1,846    | ) |                  |   | (10,915 | )
|Accumulated other comprehensive loss                                                                                               |  |                        | (464      | ) |                  |   | (2,265  | )
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  |                        | 251,179   |   |                  |   | 240,519 |  
|                                                                                                                                   |  |                        |           |   |                  |   |         |  
|                                                                                                                                   |  | $                      | 1,089,079 |   |                  | $ | 920,311 |  
|                                                                                                                                   |  |                        |           |   |                  |   |         |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



44



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                           |  | For the Years Ended December 31, |        
|                                                                                                           |  | 2005                             |         |   | 2004 |   |         | 2003 | 
|                                                                                                           |  | dollars in thousands             |        
|Property revenue:                                                                                          |  |                                  |         |   |      |   |         |      |  |   |         |  
|Rents and other property revenues (including $56 in 2005 and $69 in 2004 from affiliates)                  |  | $                                | 105,444 |   |      | $ | 83,604  |      |  | $ | 68,558  |  
|                                                                                                           |  |                                  |        
|Operating expenses:                                                                                        |  |                                  |         |   |      |   |         |      |  |   |         |  
|Property operations (including $5,408 in 2005 and $4,849 in 2004 to affiliates and related parties)        |  |                                  | 64,885  |   |      |   | 53,210  |      |  |   | 49,176  |  
|Depreciation and amortization                                                                              |  |                                  | 16,130  |   |      |   | 16,714  |      |  |   | 11,806  |  
|General and administrative (including $2,359 in 2005 and $2,181 in 2004 to affiliates and related parties) |  |                                  | 8,255   |   |      |   | 9,279   |      |  |   | 9,149   |  
|Advisory Fees                                                                                              |  |                                  | 4,736   |   |      |   | 6,733   |      |  |   | 4,935   |  
|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  
|Total operating expenses                                                                                   |  |                                  | 94,006  |   |      |   | 85,936  |      |  |   | 75,066  |  
|Operating income (loss)                                                                                    |  |                                  | 11,438  |   |      |   | (2,332  | )    |  |   | (6,508  | )
|                                                                                                           |  |                                  |        
|Other income/(expense):                                                                                    |  |                                  |         |   |      |   |         |      |  |   |         |  
|Interest income (including $2,336 in 2005 and $2,069 in 2004 from affiliates and related parties)          |  |                                  | 3,671   |   |      |   | 3,683   |      |  |   | 2,857   |  
|Gain (loss) on foreign currency transaction                                                                |  |                                  | 292     |   |      |   | 3,766   |      |  |   | (3,309  | )
|Mortgage and loan interest (including $218 in 2005 and $379 in 2004 to affiliates and related parties)     |  |                                  | (39,929 | ) |      |   | (30,463 | )    |  |   | (21,227 | )
|Provision for asset impairment                                                                             |  |                                  | (1,840  | ) |      |   | (1,722  | )    |  |   | (198    | )
|Provision for losses                                                                                       |  |                                  |        |   |      |   | 1,456   |      |  |   | (158    | )
|Discount on sale of note receivables                                                                       |  |                                  |        |   |      |   |        |      |  |   | (104    | )
|Net income fee                                                                                             |  |                                  | (522    | ) |      |   | (1,933  | )    |  |   |        |  
|Gain on settlement of debt                                                                                 |  |                                  |        |   |      |   |        |      |  |   | 4,392   |  
|Gain on condemnation award                                                                                 |  |                                  |        |   |      |   |        |      |  |   | 4,800   |  
|Other income/ (expense)                                                                                    |  |                                  | 370     |   |      |   | 555     |      |  |   | 3,827   |  
|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  
|                                                                                                           |  |                                  |        
|Total other income/(expense)                                                                               |  |                                  | (37,958 | ) |      |   | (24,658 | )    |  |   | (9,120  | )
|Loss before gain on land sales, equity in earnings of investees and minority interest                      |  |                                  | (26,520 | ) |      |   | (26,990 | )    |  |   | (15,628 | )
|Gain on land sales                                                                                         |  |                                  | 7,702   |   |      |   | 7,110   |      |  |   | 1,641   |  
|Equity in earnings (loss) of investees                                                                     |  |                                  | 968     |   |      |   | (1,497  | )    |  |   | (4,291  | )
|Minority interests                                                                                         |  |                                  | (112    | ) |      |   | (1,194  | )    |  |   | 2,230   |  
|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  
|                                                                                                           |  |                                  | 8,558   |   |      |   | 4,419   |      |  |   | (420    | )
|Loss from continuing operations                                                                            |  |                                  | (17,962 | ) |      |   | (22,571 | )    |  |   | (16,048 | )
|Add: income tax benefit (expense)                                                                          |  |                                  | 802     |   |      |   | 10,976  |      |  |   |        |  
|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net loss from continuing operations                                                                        |  |                                  | (17,160 | ) |      |   | (11,595 | )    |  |   | (16,048 | )
|Income (loss) from discontinued operations (See Note 19)                                                   |  |                                  | 27,455  |   |      |   | 58,777  |      |  |   | 16,721  |  
|Less: Income tax benefit (expense)                                                                         |  |                                  | (1,226  | ) |      |   | (23,476 | )    |  |   |        |  
|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net income (loss) from discontinued operations                                                             |  |                                  | 26,229  |   |      |   | 35,301  |      |  |   | 16,721  |  
|Net income                                                                                                 |  |                                  | 9,069   |   |      |   | 23,706  |      |  |   | 673     |  
|Preferred dividend requirement                                                                             |  |                                  | (210    | ) |      |   | (210    | )    |  |   | (126    | )
|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  
|Net income applicable to common shares                                                                     |  | $                                | 8,859   |   |      | $ | 23,496  |      |  | $ | 547     |  
|                                                                                                           |  |                                  |         |   |      |   |         |      |  |   |         |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



45



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS(Continued)



|                                                                     |  |                                  |           |   |      |   |           |      |  |   |           |  
|-------------------------------------------------------------------- |  | -------------------------------- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                     |  | For the Years Ended December 31, |          
|                                                                     |  | 2005                             |           |   | 2004 |   |           | 2003 | 
|Basic earnings per share:                                            |  |                                  |           |   |      |   |           |      |  |   |           |  
|Net loss from continuing operations                                  |  | $                                | (2.20     | ) |      | $ | (1.46     | )    |  | $ | (2.22     | )
|Correction of accounting error in prior period (See Note 21.)        |  |                                  |          |   |      |   |          |      |  |   | .22       |  
|Discontinued operations                                              |  |                                  | 3.32      |   |      |   | 4.36      |      |  |   | 2.07      |  
|                                                                     |  |                                  |           |   |      |   |           |      |  |   |           |  
|Net income applicable to Common shares                               |  | $                                | 1.12      |   |      | $ | 2.90      |      |  | $ | .07       |  
|                                                                     |  |                                  |           |   |      |   |           |      |  |   |           |  
|Diluted earnings:                                                    |  |                                  |           |   |      |   |           |      |  |   |           |  
|Net loss from continuing operations                                  |  | $                                | (2.20     | ) |      | $ | (1.46     | )    |  | $ | (2.22     | )
|Correction of accounting error in prior period (See Note 21.)        |  |                                  |          |   |      |   |          |      |  |   | .22       |  
|Discontinued operations                                              |  |                                  | 3.32      |   |      |   | 4.36      |      |  |   | 2.07      |  
|                                                                     |  |                                  |           |   |      |   |           |      |  |   |           |  
|Net income applicable to Common shares                               |  | $                                | 1.12      |   |      | $ | 2.90      |      |  | $ | .07       |  
|                                                                     |  |                                  |           |   |      |   |           |      |  |   |           |  
|Weighted average Common shares used in computing earnings per share: |  |                                  |           |   |      |   |           |      |  |   |           |  
|Basic                                                                |  |                                  | 7,900,869 |   |      |   | 8,082,854 |      |  |   | 8,078,108 |  
|Diluted                                                              |  |                                  | 7,900,869 |   |      |   | 8,082,854 |      |  |   | 8,078,108 |  





The accompanying notes are an integral part of these Consolidated Financial Statements.



46



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY



|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------------- |  | ---------------------- | - | -------------- | ------ | -- | -------------- | - | ------- | ------------------ |  | - | ----------------------------------- | - |  | ------------------- | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                               |  | Common Stock           |   | Paid-inCapital |        |    | Treasury Stock |   |         | AccumulatedDeficit |  |   | AccumulatedOtherComprehensiveIncome |   |  | StockholdersEquity |        
|                                                               |  | Shares                 |   |                | Amount |    |                |   |         |                   
|                                                               |  | (dollars in thousands) |  
|Balance, December 31, 2002                                     |  | 8,072,594              |   |                | $      | 81 |                | $ | 257,040 |                    |  | $ |                                    |   |  | $                   | (35,294 | ) |  | $ | 567    |   |  | $ | 222,394 |  
|Comprehensive income                                           |  |                        |   |                |        |    |                |   |         |                    |  |   |                                    |   |  |                     |         |   |  |   |        |   |  |   |         |  
|Unrealized loss on foreign currency translation                |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     |        |   |  |   | (1,183 | ) |  |   | (1,183  | )
|Net income                                                     |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     | 673     |   |  |   |       |   |  |   | 673     |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                    |   |  |                     |         |   |  |   |        |   |  |   | (510    | )
|Series A Preferred Stock cash dividends ($5.00 per share)      |  |                       |   |                |        |   |                |   | (29     | )                  |  |   |                                    |   |  |                     |        |   |  |   |       |   |  |   | (29     | )
|Series C Preferred Stock cash dividends ($6.00 per share)      |  |                       |   |                |        |   |                |   | (97     | )                  |  |   |                                    |   |  |                     |        |   |  |   |       |   |  |   | (97     | )
|Conversion of 5,829 Series A Preferred Stock into Common Stock |  | 41,075                 |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     |        |   |  |   |       |   |  |   |        |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2003                                     |  | 8,113,669              |   |                |        | 81 |                |   | 256,914 |                    |  |   |                                    |   |  |                     | (34,621 | ) |  |   | (616   | ) |  |   | 221,758 |  
|Comprehensive income                                           |  |                        |   |                |        |    |                |   |         |                    |  |   |                                    |   |  |                     |         |   |  |   |        |   |  |   |         |  
|Unrealized loss on foreign currency translation                |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     |        |   |  |   | (3,229 | ) |  |   | (3,229  | )
|Unrealized gain on marketable securities                       |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     |        |   |  |   | 1,580  |   |  |   | 1,580   |  
|Net income                                                     |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     | 23,706  |   |  |   |       |   |  |   | 23,706  |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                    |   |  |                     |         |   |  |   |        |   |  |   | 22,057  |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                    |   |  |                     |         |   |  |   |        |   |  |   |         |  
|Repurchase of common stock                                     |  | (212,800               | ) |                |        |   |                |   |        |                    |  |   | (3,086                              | ) |  |                     |        |   |  |   |       |   |  |   | (3,086  | )
|Series C Preferred Stock cash dividends ($7.00 per share)      |  |                       |   |                |        |   |                |   | (210    | )                  |  |   |                                    |   |  |                     |        |   |  |   |       |   |  |   | (210    | )
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2004                                     |  | 7,900,869              |   |                |        | 81 |                |   | 256,704 |                    |  |   | (3,086                              | ) |  |                     | (10,915 | ) |  |   | (2,265 | ) |  |   | 240,519 |  
|Comprehensive income                                           |  |                        |   |                |        |    |                |   |         |                    |  |   |                                    |   |  |                     |         |   |  |   |        |   |  |   |         |  
|Unrealized gain on foreign currency translation                |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     |        |   |  |   | 935    |   |  |   | 935     |  
|Unrealized gain on marketable securities                       |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     |        |   |  |   | 866    |   |  |   | 866     |  
|Net income                                                     |  |                       |   |                |        |   |                |   |        |                    |  |   |                                    |   |  |                     | 9,069   |   |  |   |       |   |  |   | 9,069   |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   | 10,870  |  
|Series C Preferred Stock cash dividends ($7.00 per share)      |  |                       |   |                |        |   |                |   | (210    | )                  |  |   |                                    |   |  |                     |        |   |  |   |       |   |  |   | (210    | )
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2005                                     |  | 7,900,869              |   |                | $      | 81 |                | $ | 256,494 |                    |  | $ | (3,086                              | ) |  | $                   | (1,846  | ) |  | $ | (464   | ) |  | $ | 251,179 |  
|                                                               |  |                        |   |                |        |    |                |   |         |                    |  |   |                                     |   |  |                     |         |   |  |   |        |   |  |   |         |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



47



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                             |  |                                  |          |   |      |   |          |      |  |   |          |  
|------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                                             |  | For the Years Ended December 31, |         
|                                                                                                             |  | 2005                             |          |   | 2004 |   |          | 2003 | 
|                                                                                                             |  | (dollars in thousands)           |         
|Cash Flows from Operating Activities:                                                                        |  |                                  |          |   |      |   |          |      |  |   |          |  
|Reconciliation of net loss to net cash used by operating activities                                          |  |                                  |          |   |      |   |          |      |  |   |          |  
|Net Income                                                                                                   |  | $                                | 9,069    |   |      | $ | 23,706   |      |  | $ | 673      |  
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                    |  |                                  |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                                                                |  |                                  | 16,684   |   |      |   | 22,578   |      |  |   | 20,860   |  
|Provision for loss                                                                                           |  |                                  |         |   |      |   | (1,456   | )    |  |   | 104      |  
|Amortization of deferred borrowing costs                                                                     |  |                                  | 3,985    |   |      |   | 3,900    |      |  |   | 3,134    |  
|Gain on sale of real estate                                                                                  |  |                                  | (40,848  | ) |      |   | (74,342  | )    |  |   | (28,144  | )
|Provision for asset impairment                                                                               |  |                                  | 3,420    |   |      |   | 6,199    |      |  |   | 4,713    |  
|Equity in (income) loss of equity investees                                                                  |  |                                  | (968     | ) |      |   | 1,497    |      |  |   | 4,291    |  
|Gain on extinguishment of debt                                                                               |  |                                  |         |   |      |   |         |      |  |   | (4,392   | )
|Gain on condemnation award                                                                                   |  |                                  |         |   |      |   |         |      |  |   | (4,800   | )
|(Gain) loss on foreign currency transaction                                                                  |  |                                  | (292     | ) |      |   | (3,766   | )    |  |   | 3,309    |  
|(Gain) loss allocated to minority interest                                                                   |  |                                  | 112      |   |      |   | 1,194    |      |  |   | (2,230   | )
|(Increase) decrease in interest receivable                                                                   |  |                                  | 1,247    |   |      |   | (1,209   | )    |  |   | (683     | )
|Decrease in other assets                                                                                     |  |                                  | 782      |   |      |   | 9,173    |      |  |   | 1,670    |  
|Increase (decrease) in interest payable                                                                      |  |                                  | (269     | ) |      |   | (889     | )    |  |   | 311      |  
|Increase in other liabilities                                                                                |  |                                  | 23,768   |   |      |   | 195      |      |  |   | 4,954    |  
|                                                                                                             |  |                                  |          |   |      |   |          |      |  |   |          |  
|Net cash provided by (used in) operating activities                                                          |  |                                  | 16,690   |   |      |   | (13,220  | )    |  |   | 3,770    |  
|                                                                                                             |  |                                  |         
|Cash Flows from Investing Activities:                                                                        |  |                                  |          |   |      |   |          |      |  |   |          |  
|Collections on notes receivable (including $2,490 in 2005, $718 in 2004, and $1,241 in 2003 from affiliates) |  |                                  | 6,160    |   |      |   | 8,851    |      |  |   | 4,651    |  
|Funding of notes receivable (including $3,297 in 2004 from affiliates)                                       |  |                                  | (11,752  | ) |      |   | (3,457   | )    |  |   | (736     | )
|Acquisitions of real estate                                                                                  |  |                                  | (170,333 | ) |      |   | (40,140  | )    |  |   | (14,250  | )
|Real estate improvements                                                                                     |  |                                  | (3,464   | ) |      |   | (9,328   | )    |  |   | (4,462   | )
|Real estate construction (including $ 1,714 in 2005, $5,625 in 2004, and $4,050 in 2003 to affiliates)       |  |                                  | (53,303  | ) |      |   | (152,684 | )    |  |   | (59,055  | )
|Proceeds from sale of real estate                                                                            |  |                                  | 88,248   |   |      |   | 221,497  |      |  |   | 56,635   |  
|Payments made under interest rate swap agreement                                                             |  |                                  |         |   |      |   |         |      |  |   | (87      | )
|Purchase of marketable equity securities                                                                     |  |                                  |         |   |      |   |         |      |  |   | (5,000   | )
|Deposits on pending purchase                                                                                 |  |                                  | (2,670   | ) |      |   | (4,825   | )    |  |   | (9,784   | )
|Payments (to) from advisor                                                                                   |  |                                  | 3,032    |   |      |   | (39,867  | )    |  |   | 5,264    |  
|Distributions (contributions) to equity investees                                                            |  |                                  | (4,374   | ) |      |   | 1,007    |      |  |   | (48      | )
|                                                                                                             |  |                                  |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                                                                        |  |                                  | (148,456 | ) |      |   | (18,946  | )    |  |   | (26,872  | )
|                                                                                                             |  |                                  |         
|Cash Flows from Financing Activities:                                                                        |  |                                  |          |   |      |   |          |      |  |   |          |  
|Payments on notes payable (including $398 in 2005, and $226 in 2004 to affiliates)                           |  |                                  | (79,955  | ) |      |   | (276,137 | )    |  |   | (124,659 | )
|Proceeds from notes payable                                                                                  |  |                                  | 198,142  |   |      |   | 330,988  |      |  |   | 146,072  |  
|Dividends paid to preferred shareholders                                                                     |  |                                  | (210     | ) |      |   | (263     | )    |  |   | (74      | )
|Repurchase of Common Stock                                                                                   |  |                                  |         |   |      |   | (3,086   | )    |  |   |         |  
|Deferred financing costs                                                                                     |  |                                  | (2,594   | ) |      |   | (3,925   | )    |  |   | (2,361   | )
|                                                                                                             |  |                                  |          |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                                                    |  |                                  | 115,383  |   |      |   | 47,577   |      |  |   | 18,978   |  
|                                                                                                             |  |                                  |          |   |      |   |          |      |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                                                         |  |                                  | (16,383  | ) |      |   | 15,411   |      |  |   | (4,124   | )
|Cash and cash equivalents, beginning of year                                                                 |  |                                  | 21,845   |   |      |   | 6,434    |      |  |   | 10,558   |  
|                                                                                                             |  |                                  |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents, end of year                                                                       |  | $                                | 5,462    |   |      | $ | 21,845   |      |  | $ | 6,434    |  
|                                                                                                             |  |                                  |          |   |      |   |          |      |  |   |          |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



48



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)



|                                                                              |  |                                 |        |      |   |        |  |   |       
|----------------------------------------------------------------------------- |  | ------------------------------- | ------ | ---- | - | ------ |  | - | ------
|                                                                              |  | For the Years EndedDecember 31,
|                                                                              |  | 2005                            |        | 2004 |   | 2003  
|                                                                              |  | (dollars in thousands)         
|Supplemental Disclosures of Cash Flow Information:                            |  |                                 |        |      |   |        |  |   |       
|Cash paid for interest                                                        |  | $                               | 42,081 |      | $ | 39,210 |  | $ | 43,016
|                                                                              |  |                                 |       
|Notes payable assumed on purchase of real estate                              |  |                                 | 13,006 |      |   | 15,033 |  |   | 2,650 
|Notes payable assumed by buyer on sale of real estate                         |  |                                 | 738    |      |   | 21,898 |  |   | 11,291
|Funds collected by affiliate on sale of note receivable                       |  |                                 |       |      |   |       |  |   | 2,633 
|Notes receivable received from sale of real estate                            |  |                                 | 9,713  |      |   | 21,608 |  |   | 4,760 
|Real estate refinancing proceeds received by affiliate                        |  |                                 |       |      |   |       |  |   | 1,226 
|Real estate received from related party to satisfy debt                       |  |                                 | 1,631  |      |   | 36,198 |  |   | 10,700
|Real estate sold to a related party to satisfy debt                           |  |                                 |       |      |   | 5,000  |  |   |      
|Note payable proceeds used by affiliate for purchase of real estate           |  |                                 |       |      |   | 1,000  |  |   |      
|Note payable proceeds used by affiliate to satisfy debt                       |  |                                 |       |      |   | 1,260  |  |   |      
|Note payable paid-off on behalf of affiliate                                  |  |                                 |       |      |   | 1,851  |  |   |      
|Subsidiary purchased from affiliate decreasing affiliate receivable           |  |                                 | 4,101  |      |   |       |  |   |      
|Acquisition of real estate to satisfy note receivable                         |  |                                 | 4,207  |      |   |       |  |   |      
|Funds collected by affiliate for property damage insurance reimbursement      |  |                                 | 8,182  |      |   |       |  |   |      
|Issuance of note payable for which cash proceeds were received by the advisor |  |                                 |       |      |   |       |  |   | 6,239 
|Unrealized foreign currency translation loss                                  |  |                                 |       |      |   | 3,229  |  |   | 1,183 
|Unrealized gain on marketable securities                                      |  |                                 | 866    |      |   | 1,580  |  |   |      
|Unrealized foreign currency translation gain                                  |  |                                 | 935    |      |   |       |  |   |      
|Asset impairment write-down                                                   |  |                                 | 3,420  |      |   | 6,199  |  |   |      



The accompanying notes are
an integral part of these Consolidated Financial Statements.



49



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying Consolidated Financial Statements of Transcontinental Realty Investors, Inc. and consolidated entities have been prepared in conformity
with accounting principles generally accepted in the United States of America, the most significant of which are described in NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The Notes to Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements. The data presented in the Notes to Consolidated Financial Statements are as of December 31 of each year and for the year then ended, unless otherwise indicated. Dollar amounts in tables
are in thousands, except per share amounts.

Effective March 31, 2003, TCI financial results have been consolidated in the American
Realty Investors, Inc. (ARI) Form 10-K and related consolidated financial statements. As of December 31, 2005, ARI owned 82.2% of the outstanding TCI common shares.

Certain balances for 2003 and 2004 have been reclassified to conform to the 2005 presentation.



|NOTE 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|------- | ------------------------------------------

Organization and business.    Transcontinental Realty Investors, Inc. (TCI), a Nevada corporation, is successor to a California business trust which was organized on September 6, 1983, and
commenced operations on January 31, 1984. TCI invests in real estate through direct ownership, leases and partnerships and it also invests in mortgage loans on real estate. In October 2001, TCI announced a preliminary agreement for the
acquisition of TCI by American Realty Investors, Inc. (ARI). See NOTE 23. COMMITMENTS AND CONTINGENCIES AND LIQUIDITY.

Basis of consolidation.    The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, generally all of which are wholly-owned, and all entities in which the Company
has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of Interpretation No. 46(R), Consolidation of Variable Interest
Entities (FIN 46(R)) or meets certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (EITF) Issue 04-5, Investors Accounting for an Investment in a
Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (EITF 04-5). Controlling interest in an entity is normally determined by the ownership of a majority of the entitys
voting interests; however, other determining factors include, but may not be limited to, whether the Company provides significant financial support and bears a majority of the financial risks, authorizes certain capital transactions such as the
purchase, sale or financing of material assets or makes operating decisions that materially affect the entitys financial results All intercompany balances and transactions have been eliminated in consolidation.

Accounting estimates.    In the preparation of Consolidated Financial Statements in conformity with accounting principles
generally accepted in the United States of America, it is necessary for management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
Consolidated Financial Statements and the reported amounts of revenues and expense for the year ended. Actual results could differ from those estimates.

Interest recognition on notes receivable.    It is TCIs policy to cease recognizing interest income on notes receivable that have been delinquent for 60 days or more. In addition,
accrued but unpaid interest income is only recognized to the extent that the net realizable value of the underlying collateral exceeds the carrying value of the receivable.

Allowance for estimated losses.    Valuation allowances are provided for estimated losses on notes receivable considered to be
impaired. Impairment is considered to exist when it is probable that all amounts due



50



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



under the terms of the note will not be collected. Valuation allowances are provided for estimated losses on notes receivable to the extent that the
Companys investment in the note exceeds the estimated fair value of the collateral securing such note.

Recent Accounting
pronouncements.    In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123-R, Share-Based Payment. This
Statement addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for (a) equity instruments of the company, such as stock options, or (b) liabilities, such as those related
to performance units, that are based on the fair value of the companys equity instruments or that may be settled by the issuance of such equity instruments.

SFAS No. 123-R, which is effective for the Company beginning in the first quarter of fiscal year 2006, eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25,
and generally requires that such transactions be accounted for using prescribed fair-value-based methods. SFAS No. 123-R permits public companies to adopt its requirements using one of two methods: (a) a modified prospective
method in which compensation costs are recognized beginning with the effective date based on the requirements of SFAS No. 123-R for all share-based payments granted after the effective date and based on the requirements of SFAS No. 123 for
all awards granted to employees prior to the effective date of SFAS No. 123-R that remain unvested on the effective date or (b) a modified retrospective method which includes the requirements of the modified prospective method
described above, but also permits companies to restate based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures either for all periods presented or prior interim periods of the year of adoption.

The Company has decided to adopt SFAS No. 123-R using the modified prospective method. SFAS No. 123(R) must be applied not only
to new awards but to previously granted awards that are not fully vested on the effective date. All of TCIs options were fully vested as of the effective date, and TCI has no outstanding options that were granted, modified or settled after the
effective date, so additional compensation costs for previously granted awards will not be recognized. In December 2005, the Companys Board of Directors cancelled the stock option plan, and at the present time, the Company has no plans to
offer additional stock options. The Company does not believe the adoption of SFAS No. 123(R) will have a material impact on its financial statements or results of operations.

In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections (Statement No. 154). Statement
No. 154, which replaces APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, changes the requirements for the accounting for and
reporting of a change in accounting principle. The statement requires retrospective application of changes in accounting principle to prior periods financial statements unless it is impracticable to determine the period-specific effects or the
cumulative effect of the change. Statement No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of Statement No. 154 is not expected to have a
material impact on our consolidated financial position, results of operations or cash flows of TCI.

In June 2005, the FASB ratified the
consensus in EITF Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (Issue 04-5),
which provides guidance in determining whether a general partner controls a limited partnership. Issue 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership. The presumption may be overcome if
the limited partners have either (1) the substantive ability to dissolve the limited partnership or otherwise remove the general partner without cause or (2) substantive participating rights, which provide the limited partners with the
ability to effectively participate in



51



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



significant decisions that would be expected to be made in the ordinary course of the limited partnerships business and thereby preclude the general
partner from exercising unilateral control over the partnership. The adoption of Issue 04-5 by us for new or modified limited partnership arrangements is effective June 30, 2005 and for existing limited partnership arrangements effective
January 1, 2006. We do not expect that we will be required to consolidate our current unconsolidated joint venture investments nor do we expect Issue 04-5 to have a material effect on our consolidated financial statements.

At its June 2005 meeting, the EITF reached a consensus regarding Issue No. 05-6 (EITF 05-6), Determining the Amortization Period for Leasehold
Improvements. EITF 05-6 is effective for periods beginning after June 29, 2005. The guidance requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the
lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of acquisition or purchase. The adoption of EITF 05-6 did not have a material impact to our financial condition or results of
operations.

Real estate held for investment and depreciation.    Real estate held for investment is
carried at cost. Statement of Financial Accounting Standards No. 144 (SFAS No. 144) requires that a property be considered impaired, if the sum of the expected future cash flows (undiscounted and without interest charges) is
less than the carrying amount of the property. If impairment exists, an impairment loss is recognized, by a charge against earnings, equal to the amount by which the carrying amount of the property exceeds the fair value of the property. If
impairment of a property is recognized, the carrying amount of the property is reduced by the amount of the impairment, and a new cost for the property is established. Such new cost is depreciated over the propertys remaining useful life.
Depreciation is provided by the straight-line method over estimated useful lives, which range from five to 40 years.

Real estate
held-for-sale.    Foreclosed real estate is initially recorded at new cost, defined as the lower of original cost or fair value minus estimated cost of sale. SFAS No. 144 also requires properties held for sale be
reported at the lower of carrying amount or fair value less costs of sale. If a reduction in a held for sale propertys carrying amount to fair value less costs of sale is required, a provision for loss is recognized by a charge against
earnings. Subsequent revisions, either upward or downward, to a held for sale propertys estimated fair value less costs of sale is recorded as an adjustment to the propertys carrying amount, but not in excess of the propertys
carrying amount when originally classified as held for sale. A corresponding charge against or credit to earnings is recognized. Properties held for sale are not depreciated.

Foreign Currency Translation.    Assets and liabilities of TCIs foreign subsidiaries are translated using exchange rates
as of the current balance sheet date, and revenues and expenses are translated using exchange rates as determined throughout the year. Unrealized gains or losses from translations are included in Accumulated Other Comprehensive Income, as a separate
component of the Companys stockholders equity. Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions. The effect of the
transactions gain or loss is included in the caption Gain/(loss) on foreign currency transaction in TCIs Consolidated Statement of Operations.

Recognition of Rental Income.    Rental income for commercial property leases is recognized on a straight-line basis over the respective lease terms. Rental income for residential property
leases is recorded when due from residents and is recognized monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. For hotel properties, revenues for room
sales and guest services are recognized as rooms are occupied and services are rendered.

Revenue recognition on the sale of real
estate.    Sales of real estate are recognized when and to the extent permitted by Statement of Financial Accounting Standards No. 66, Accounting for Sales of Real Estate



52



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(SFAS No. 66), as amended by SFAS No. 144. Until the requirements of SFAS No. 66 for full profit recognition have been met,
transactions are accounted for using the deposit, installment, cost recovery or financing method, whichever is appropriate. When TCI provides seller financing, gain is not recognized at the time of sale unless the buyers initial investment and
continuing investment are deemed to be adequate as determined by SFAS 66 guidelines.

Investment in non-controlled equity
investees.    The equity method is used to account for investments in partnerships which TCI does not control but for which significant influence can be exerted, and for its investment in the shares of common stock of Income
Opportunity Realty Investors, Inc., (IORI) and ARI. Under the equity method, an initial investment, recorded at cost, is increased by a proportionate share of the investees operating income and any additional advances and decreased
by a proportionate share of the investees operating losses and distributions received.

Operating
segments.    Management has determined reportable operating segments to be those that are used for internal reporting purposes, which disaggregates operations by type of real estate.

Fair value of financial instruments.    The following assumptions were used in estimating the fair value of notes receivable
and notes payable. For performing notes receivable, the fair value was estimated by discounting future cash flows using current interest rates for similar loans. For non-performing notes receivable, the estimated fair value of TCIs interest in
the collateral property was used. For notes payable, the fair value was estimated using current rates for mortgages with similar terms and maturities.

Cash equivalents.    For purposes of the Consolidated Statements of Cash Flows, all highly liquid investments purchased with an original maturity of three months or less are considered to be
cash equivalents.

Earnings per share.    Income (loss) per share is presented in accordance with Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Income (loss) per share is computed based upon the weighted average number of shares of Common Stock outstanding during each year. Diluted net income per share is computed
using the weighted average number of common and dilutive common equivalent shares outstanding during the year. Dilutive common equivalent shares consist of stock options and convertible preferred stock. The weighted average common shares used to
calculate diluted earnings per share for the years ended December 31, 2005, 2004 and 2003 exclude 240,827, 264,874 and 266,686 shares relating to options and convertible preferred stock to purchase shares of common stock. These dilutive shares
were excluded from the calculation of dilutive earnings per share because the effect of their inclusion would be antidilutive.

Stock-based employee compensation.    TCI accounts for stock-based compensation utilizing the intrinsic value method in accordance with the provisions of Accounting Principles Board Opinion No. 25 (APB
25), Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no compensation expense is recognized for fixed option plans because the exercise prices of employee stock options equal or exceed the market
prices of the underlying stock on the dates of grant.



53



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table represents the effect on net income and earnings per share if TCI had applied the
fair value based method and recognition provisions of Statement of Financial Accounting Standards No. 123 (SFAS No. 123), Accounting for Stock-Based Compensation, to stock-based employee compensation:



|                                                                                                                                       |  |                        |       |   |      |   |        |      |  |   |      |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | - | ---- | - | ------ | ---- |  | - | ---- | -
|                                                                                                                                       |  | 2005                   |       |   | 2004 |   |        | 2003 | 
|                                                                                                                                       |  | (dollars in thousands) |      
|Net income (loss) applicable to common shares, as reported                                                                             |  | $                      | 8,859 |   |      | $ | 23,496 |      |  | $ | 547  |  
|Deduct: Stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax
effects |  |                        | (154  | ) |      |   | (137   | )    |  |   | (109 | )
|                                                                                                                                       |  |                        |       |   |      |   |        |      |  |   |      |  
|Proforma net income applicable to common shares                                                                                        |  | $                      | 8,705 |   |      | $ | 23,359 |      |  | $ | 438  |  
|                                                                                                                                       |  |                        |       |   |      |   |        |      |  |   |      |  
|Net income (loss) per share:                                                                                                           |  |                        |       |   |      |   |        |      |  |   |      |  
|Basic, as reported                                                                                                                     |  | $                      | 1.12  |   |      | $ | 2.90   |      |  | $ | .07  |  
|Basic, pro forma                                                                                                                       |  | $                      | 1.10  |   |      | $ | 2.88   |      |  | $ | .05  |  
|Diluted, as reported                                                                                                                   |  | $                      | 1.12  |   |      | $ | 2.90   |      |  | $ | .07  |  
|Diluted, pro forma                                                                                                                     |  | $                      | 1.10  |   |      | $ | 2.88   |      |  | $ | .05  |  

The fair value of each option is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions:



|                          |  |       |   |  |       |  
|------------------------- |  | ----- | - |  | ----- | -
|                          |  | 2005  |   |  | 2004  |  
|Dividend yield            |  |      |   |  |      |  
|Expected volatility       |  | 34.00 | % |  | 35.10 | %
|Risk-free interest rate   |  | 4.26  | % |  | 4.04  | %
|Expected lives (in years) |  | 9.0   |   |  | 9.0   |  

The weighted average fair value per share of options granted in 2005 and 2004 was $9.35 and
$11.82, respectively.



54



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|NOTE 2. | REAL ESTATE
|------- | -----------

In 2005, TCI
purchased the following properties:



|                           |  |                    |  |                      |  |                |        |                           |   |        |               |  |   |              |     |  |               |     |  |       |    
|-------------------------- |  | ------------------ |  | -------------------- |  | -------------- | ------ | ------------------------- | - | ------ | ------------- |  | - | ------------ | --- |  | ------------- | --- |  | ----- | ---
|Property                   |  | Location           |  | Units/ Sq. Ft./Acres |  | Purchase Price |        | Net Cash Paid/ (Received) |   |        | Debt Incurred |  |   | InterestRate |     |  | Maturity Date |    
|Apartments                 |  |                    |  |                      |  |                |        |                           |   |        |               |  |   |              |     |  |               |     |  |       |    
|Foxwood(3)                 |  | Memphis, TN        |  | 220 Units            |  | $              | 6,988  |                           | $ |       |               |  | $ | 5,609        | (1) |  | 6.54          | %   |  | 01/08 |    
|Legends of El Paso(4)      |  | El Paso, TX        |  | 240 Units            |  |                | 2,247  |                           |   | 464    |               |  |   | 1,774        |     |  | 5.50          |     |  | 01/47 |    
|Mission Oaks(4)            |  | San Antonio, TX    |  | 228 Units            |  |                | 573    |                           |   | 573    |               |  |   |             |     |  | 5.30          |     |  | 09/46 |    
|Parc at Metro Center(4)    |  | Nashville, TN      |  | 144 Units            |  |                | 817    |                           |   |       |               |  |   | 817          |     |  | 5.65          |     |  | 09/46 |    
|                           |  |                    |  |                      |  |                |       
|Office Buildings           |  |                    |  |                      |  |                |        |                           |   |        |               |  |   |              |     |  |               |     |  |       |    
|600 Las Colinas            |  | Las Colinas, TX    |  | 509,829 Sq. Ft.      |  |                | 56,000 |                           |   | 17,663 |               |  |   | 40,487       | (9) |  | 6.16          | (9) |  | 01/13 | (9)
|Park West                  |  | Farmers Branch, TX |  | 243,416 Sq. Ft.      |  |                | 10,000 |                           |   | 4,715  |               |  |   | 6,500        |     |  | 7.50          | (2) |  | 05/06 |    
|Two Hickory(3)             |  | Farmers Branch, TX |  | 96,127 Sq. Ft.       |  |                | 11,502 |                           |   |       |               |  |   | 7,430        | (1) |  | 4.90          | (2) |  | 05/06 |    
|                           |  |                    |  |                      |  |                |       
|Shopping Centers           |  |                    |  |                      |  |                |        |                           |   |        |               |  |   |              |     |  |               |     |  |       |    
|Willowbrook Village        |  | Coldwater, MI      |  | 179,741 Sq. Ft.      |  |                | 8,200  |                           |   | 2,223  |               |  |   | 6,495        |     |  | 7.28          |     |  | 02/13 |    
|                           |  |                    |  |                      |  |                |       
|Land                       |  |                    |  |                      |  |                |        |                           |   |        |               |  |   |              |     |  |               |     |  |       |    
|Addison Park  Residential |  | Addison, TX        |  | 1.93 Acres           |  |                | 1,475  |                           |   | 381    |               |  |   | 1,180        |     |  | 8.00          | (2) |  | 11/06 |    
|Addison Park  Retail      |  | Addison, TX        |  | 3.37 Acres           |  |                | 783    |                           |   | 201    |               |  |   | 626          |     |  | 8.00          | (2) |  | 11/06 |    
|Alliance Airport           |  | Tarrant County, TX |  | 12.724 Acres         |  |                | 850    |                           |   | 892    |               |  |   |             |     |  |              |     |  |      |    
|Alliance 8                 |  | Tarrant County, TX |  | 8 Acres              |  |                | 657    |                           |   | 332    |               |  |   | 408          |     |  | 7.75          | (2) |  | 05/06 |    
|Alliance 52                |  | Tarrant County, TX |  | 51.887 Acres         |  |                | 2,538  |                           |   | 1,054  |               |  |   | 1,610        |     |  | 7.75          | (2) |  | 05/06 |    
|Denton                     |  | Denton, TX         |  | 25.928 Acres         |  |                | 2,100  |                           |   | 862    |               |  |   | 1,365        |     |  | 7.75          | (2) |  | 04/07 |    
|Denton-Andrew B            |  | Denton, TX         |  | 22.918 Acres         |  |                | 853    |                           |   | 345    |               |  |   | 554          |     |  | 8.00          | (2) |  | 06/07 |    
|Denton-Andrew C            |  | Denton, TX         |  | 5.217 Acres          |  |                | 303    |                           |   | 126    |               |  |   | 197          |     |  | 8.00          | (2) |  | 06/07 |    
|Kaufman Cogen              |  | Kaufman County, TX |  | 2,567 Acres          |  |                | 5,498  |                           |   | 6,110  |               |  |   |             |     |  |              |     |  |      |    
|Kaufman Taylor             |  | Kaufman County, TX |  | 30.999 Acres         |  |                | 465    |                           |   | 486    |               |  |   |             |     |  |              |     |  |      |    
|Luna                       |  | Farmers Branch, TX |  | 2.606 Acres          |  |                | 250    |                           |   | 257    |               |  |   |             |     |  |              |     |  |      |    
|Mandahl Bay                |  | US Virgin Islands  |  | 50.4 Acres           |  |                | 7,000  |                           |   | 4,101  |               |  |   | 3,500        |     |  | 7.00          |     |  | 07/05 | (8)
|Mandahl Bay (Chung)        |  | US Virgin Islands  |  | .75 Acres            |  |                | 95     |                           |   | 101    |               |  |   |             |     |  |              |     |  |      |    
|Mandahl Bay (Gilmore)      |  | US Virgin Islands  |  | 1.02 Acres           |  |                | 96     |                           |   | 104    |               |  |   |             |     |  |              |     |  |      |    
|Mandahl Bay (Inn)          |  | US Virgin Islands  |  | 14.992 Acres         |  |                | 2,500  |                           |   | 2,731  |               |  |   |             |     |  |              |     |  |      |    
|Mandahl Bay (Marina)       |  | US Virgin Islands  |  | 24.02 Acres          |  |                | 2,000  |                           |   | 2,101  |               |  |   |             |     |  |              |     |  |      |    
|Mansfield                  |  | Mansfield, TX      |  | 21.892 Acres         |  |                | 1,450  |                           |   | 577    |               |  |   | 943          |     |  | 7.50          | (2) |  | 03/07 |    
|McKinney Ranch             |  | McKinney, TX       |  | 464.93 Acres         |  |                | 45,975 |                           |   | 19,992 |               |  |   | 28,051       |     |  | 8.00          |     |  | 12/08 |    
|Pantaze                    |  | Dallas, TX         |  | 5.997 Acres          |  |                | 265    |                           |   | 276    |               |  |   |             |     |  |              |     |  |      |    
|Payne I & II(10)           |  | Las Colinas, TX    |  | 149.72 Acres         |  |                | 1,000  |                           |   | 1,066  |               |  |   |             |     |  |              |     |  |      |    
|Senlac                     |  | Farmers Branch, TX |  | 11.94 Acres          |  |                | 625    |                           |   | 643    | (7)           |  |   |             |     |  |              |     |  |      |    
|Senlac VHP                 |  | Farmers Branch, TX |  | 3.95 Acres           |  |                | 595    |                           |   | 623    |               |  |   |             |     |  |              |     |  |      |    
|Southwood Plantation(5)    |  | Tallahassee, FL    |  | 12.95 Acres          |  |                | 525    |                           |   | 555    |               |  |   |             |     |  |              |     |  |      |    
|TuTu                       |  | US Virgin Islands  |  | 19.5 Acres           |  |                | 1,350  |                           |   | 1,401  |               |  |   |             |     |  |              |     |  |      |    
|West End(6)                |  | Dallas, TX         |  | .158 Acres           |  |                | 49     |                           |   | 52     |               |  |   |             |     |  |              |     |  |      |    
|Whorton                    |  | Benton County, AR  |  | 79.68 Acres          |  |                | 4,332  |                           |   | 702    |               |  |   | 3,828        |     |  | 6.08          | (2) |  | 01/07 |    
|Wilmer 88                  |  | Dallas, TX         |  | 87.62 Acres          |  |                | 638    |                           |   | 668    |               |  |   |             |     |  |              |     |  |      |    

---

|(1) |  | Assumed debt.
|--- |  | -------------

|(2) |  | Variable rate.
|--- |  | --------------

|(3) |  | Property received from ARI, a related party, for payment of a note receivable. See NOTE 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(4) |  | Initial construction loan funding to purchase land and begin apartment construction. Does not represent actual units purchased.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Purchased a 50% interest in this land tract.
|--- |  | --------------------------------------------

|(6) |  | Purchased a 37.5% interest in this land tract.
|--- |  | ----------------------------------------------

|(7) |  | Funds for purchase were provided by ARI, a related party.
|--- |  | ---------------------------------------------------------



55



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(8) |  | Debt was extended to April 2006, with an increase in the interest rate to 8.0%.
|--- |  | -------------------------------------------------------------------------------

|(9) |  | Represents two loans on the building: A first lien of $35.3 million at 6.16% that matures in January 2013. A second lien of $5.1 million at 6.16% that matures in January 2013.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | TCI dissolved the 50% Tenant-In-Common interest in the Payne Land, resulting in TCI owning the 109.85 acre Payne I tract and the 39.87 acre Payne II tract. TCI paid an additional
$1.0 million for a 30.43 flood plain acreage difference between the two parties.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2004, TCI purchased the following
properties:



|                           |  |                    |  |                      |  |                |        |                           |   |       |               |  |   |              |     |  |               |     |  |       |    
|-------------------------- |  | ------------------ |  | -------------------- |  | -------------- | ------ | ------------------------- | - | ----- | ------------- |  | - | ------------ | --- |  | ------------- | --- |  | ----- | ---
|Property                   |  | Location           |  | Units/ Sq. Ft./Acres |  | Purchase Price |        | Net Cash Paid/ (Received) |   |       | Debt Incurred |  |   | InterestRate |     |  | Maturity Date |    
|Apartments                 |  |                    |  |                      |  |                |        |                           |   |       |               |  |   |              |     |  |               |     |  |       |    
|288 City Park(1)           |  | Houston, TX        |  | 240 Units            |  | $              | 3,056  |                           | $ | 612   |               |  | $ | 2,444        |     |  | 5.95          | %   |  | 04/45 |    
|Blue Lake Villas II(1)     |  | Waxahachie, TX     |  | 70 Units             |  |                | 729    |                           |   | (164  | )             |  |   | 729          |     |  | 5.80          |     |  | 04/45 |    
|Bridges on Kinsey(1)       |  | Tyler, TX          |  | 232 Units            |  |                | 2,291  |                           |   | 596   |               |  |   | 1,687        |     |  | 5.74          |     |  | 08/45 |    
|Dakota Arms(1)             |  | Lubbock, TX        |  | 208 Units            |  |                | 2,472  |                           |   | 681   |               |  |   | 1,791        |     |  | 5.85          |     |  | 06/45 |    
|Laguna Vista(1)            |  | Farmers Branch, TX |  | 206 Units            |  |                | 2,424  |                           |   | 902   |               |  |   | 1,522        |     |  | 5.50          |     |  | 09/46 |    
|Lake Forest(1)             |  | Houston, TX        |  | 240 Units            |  |                | 2,316  |                           |   | (470  | )             |  |   | 2,316        |     |  | 5.60          |     |  | 03/45 |    
|Parc at Maumelle(1)        |  | Maumelle, AR       |  | 240 Units            |  |                | 3,120  |                           |   | 916   |               |  |   | 2,204        |     |  | 5.37          |     |  | 07/46 |    
|Treehouse(2)               |  | Irving, TX         |  | 160 Units            |  |                | 7,519  |                           |   | (498  | )             |  |   | 5,027        | (3) |  | 5.00          |     |  | 08/13 |    
|Vistas of Vance Jackson(1) |  | San Antonio, TX    |  | 240 Units            |  |                | 3,550  |                           |   | 771   |               |  |   | 2,779        |     |  | 5.78          |     |  | 06/45 |    
|Wildflower Villas(1)       |  | Temple, TX         |  | 220 Units            |  |                | 2,045  |                           |   | 79    |               |  |   | 1,966        |     |  | 5.99          |     |  | 10/45 |    
|                           |  |                    |  |                      |  |                |       
|Commercial                 |  |                    |  |                      |  |                |        |                           |   |       |               |  |   |              |     |  |               |     |  |       |    
|Executive Court(4)         |  | Memphis, TN        |  | 41,840 Sq. Ft.       |  |                | 1,970  |                           |   |      |               |  |   |             |     |  |              |     |  |      |    
|                           |  |                    |  |                      |  |                |       
|Land                       |  |                    |  |                      |  |                |        |                           |   |       |               |  |   |              |     |  |               |     |  |       |    
|Cooks Lane land            |  | Ft. Worth, TX      |  | 23.242 Acres         |  |                | 1,000  |                           |   | 1,034 |               |  |   |             |     |  |              |     |  |      |    
|Denton-Coonrod land        |  | Denton, TX         |  | 82.203 Acres         |  |                | 1,644  |                           |   | 1,046 |               |  |   | 840          |     |  | 6.25          |     |  | 11/06 |    
|DeSoto land                |  | DeSoto, TX         |  | 21.897 Acres         |  |                | 2,516  |                           |   | 1,364 |               |  |   | 1,265        |     |  | 6.25          |     |  | 11/06 |    
|Granbury Station land      |  | Ft. Worth, TX      |  | 15.696 Acres         |  |                | 923    |                           |   | 236   |               |  |   | 738          |     |  | 7.00          |     |  | 09/07 |    
|Lacy Longhorn land(5)      |  | Farmers Branch, TX |  | 17.115 Acres         |  |                | 4,474  |                           |   |      |               |  |   |             |     |  |              |     |  |      |    
|Los Colinas land(6)        |  | Los Colinas, TX    |  | 239.2 Acres          |  |                | 39,145 |                           |   |      |               |  |   | 10,006       | (7) |  |              | (7) |  |      | (7)
|Lubbock land               |  | Lubbock, TX        |  | 2.866 Acres          |  |                | 224    |                           |   | 224   |               |  |   |             |     |  |              |     |  |      |    
|Railroad land              |  | Dallas, TX         |  | .293 Acres           |  |                | 708    |                           |   | 704   |               |  |   |             |     |  |              |     |  |      |    
|Rogers land                |  | Rogers, AR         |  | 20.08 Acres          |  |                | 1,390  |                           |   | 619   |               |  |   | 1,130        |     |  | 10.50         |     |  | 04/05 |    
|Vista Ridge land(8)        |  | Lewisville, TX     |  | 14.216 Acres         |  |                | 2,585  |                           |   |      |               |  |   |             |     |  |              |     |  |      |    
|West End land(9)           |  | Dallas, TX         |  | .158 Acres           |  |                | 71     |                           |   | 71    |               |  |   |             |     |  |              |     |  |      |    

---

|(1) |  | Initial construction loan funding to purchase land and begin apartment construction. Does not represent actual units purchased.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Purchased from IORI, a related party, for assumption of debt and a note receivable, less $498,000 in cash received.
|--- |  | -------------------------------------------------------------------------------------------------------------------

|(3) |  | Assumed debt.
|--- |  | -------------

|(4) |  | Property received from ARI, a related party, for payment of a note receivable. See NOTE 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(5) |  | Property received from ARI, a related party, for a decrease of $4.5 million to TCIs affiliate receivable with Prime.
|--- |  | ---------------------------------------------------------------------------------------------------------------------

|(6) |  | The following tracts of land were purchased from ARI, a related party, for a decrease of $29.1 million to TCIs affiliate receivable from Prime: Payne, LCLLP, Rochelle I &
II and Valley Ranch. TCI owns a 50% Tenant-in-Common interest in the 268 acre Payne tract.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Includes $3.1 million assumed debt on the LCLLP tract with an interest rate of 7.0% and a maturity date of 12/06 and $6.9 million assumed debt on the Rochelle I & II and Valley
Ranch tracts with an interest rate of prime plus 3.0% (currently 10.5%) and a maturity date of 11/05. The debt on Rochelle I & II and Valley Ranch was extended to 11/06.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



56



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(8) |  | Property received from ARI, a related party, for a decrease of $2.6 million to TCIs affiliate receivable from Prime.
|--- |  | ---------------------------------------------------------------------------------------------------------------------

|(9) |  | TCI purchased a 50% interest in this land tract.
|--- |  | ------------------------------------------------

In
2005, TCI sold the following properties:



|                              |  |                    |  |                            |  |            |        |                   |   |       |                 |  |   |             |     |  |   |        |    
|----------------------------- |  | ------------------ |  | -------------------------- |  | ---------- | ------ | ----------------- | - | ----- | --------------- |  | - | ----------- | --- |  | - | ------ | ---
|Property                      |  | Location           |  | Units/ Acres/Rooms/Sq. Ft. |  | SalesPrice |        | Net Cash Received |   |       | Debt Discharged |  |   | Gainon Sale |    
|Apartments                    |  |                    |  |                            |  |            |        |                   |   |       |                 |  |   |             |     |  |   |        |    
|By The Sea                    |  | Corpus Christi, TX |  | 153 Units                  |  | $          | 7,450  |                   | $ | 2,050 |                 |  | $ | 5,165       |     |  | $ | 1,343  |    
|Terrace Hills                 |  | El Paso, TX        |  | 310 Units                  |  |            | 12,300 |                   |   | 5,467 |                 |  |   | 5,890       |     |  |   | 6,527  |    
|                              |  |                    |  |                            |  |           
|Office Buildings              |  |                    |  |                            |  |            |        |                   |   |       |                 |  |   |             |     |  |   |        |    
|9033 Wilshire                 |  | Los Angeles, CA    |  | 44,253 Sq. Ft.             |  |            | 12,000 |                   |   | 4,116 |                 |  |   | 6,506       |     |  |   | 2,162  |    
|Bay Plaza I                   |  | Tampa, FL          |  | 75,780 Sq. Ft.             |  |            | 4,682  |                   |   | 3,253 |                 |  |   | 961         |     |  |   | 919    |    
|Bay Plaza II                  |  | Tampa, FL          |  | 78,882 Sq. Ft.             |  |            | 4,719  |                   |   | 1,114 |                 |  |   | 3,284       |     |  |   | (199   | )  
|Institute Place               |  | Chicago, IL        |  | 144,915 Sq. Ft.            |  |            | 14,460 |                   |   | 4,843 |                 |  |   | 7,792       |     |  |   | 10,061 |    
|                              |  |                    |  |                            |  |           
|Industrial Warehouses         |  |                    |  |                            |  |            |        |                   |   |       |                 |  |   |             |     |  |   |        |    
|5700 Tulane                   |  | Atlanta, GA        |  | 67,850 Sq. Ft.             |  |            | 816    |                   |   | 738   |                 |  |   |            |     |  |   | 294    |    
|                              |  |                    |  |                            |  |           
|Shopping Centers              |  |                    |  |                            |  |            |        |                   |   |       |                 |  |   |             |     |  |   |        |    
|Promenade                     |  | Highland Ranch, CO |  | 133,558 Sq. Ft.            |  |            | 14,250 |                   |   | 6,192 |                 |  |   | 6,651       |     |  |   | 6,601  |    
|                              |  |                    |  |                            |  |           
|Hotels                        |  |                    |  |                            |  |            |        |                   |   |       |                 |  |   |             |     |  |   |        |    
|Majestic Inn                  |  | San Francisco, CA  |  | 57 Rooms                   |  |            | 7,900  |                   |   | 3,487 |                 |  |   | 3,950       |     |  |   | 3,272  |    
|                              |  |                    |  |                            |  |           
|Land                          |  |                    |  |                            |  |            |        |                   |   |       |                 |  |   |             |     |  |   |        |    
|Alamo Springs/Lemmon Carlisle |  | Dallas, TX         |  | 2.82 Acres                 |  |            | 7,674  |                   |   | 5,587 |                 |  |   | 1,744       |     |  |   | 2,394  |    
|Granbury Station              |  | Fort Worth, TX     |  | 15.696 Acres               |  |            | 1,003  |                   |   | 265   |                 |  |   | 738         | (1) |  |   | 10     |    
|LCLLP                         |  | Las Colinas, TX    |  | 4.3 Acres                  |  |            | 1,873  |                   |   | 511   |                 |  |   | 1,290       |     |  |   | 1,327  |    
|McKinney Ranch                |  | McKinney, TX       |  | 1.328 Acres                |  |            | 347    |                   |   | 325   |                 |  |   |            |     |  |   | 191    |    
|McKinney Ranch                |  | McKinney, TX       |  | 27.192 Acres               |  |            | 10,070 |                   |   | 2,214 | (2)             |  |   |            |     |  |   |       | (3)
|McKinney Ranch                |  | McKinney, TX       |  | 3.73 Acres                 |  |            | 1,381  |                   |   | 290   | (4)             |  |   |            |     |  |   |       | (5)
|Round Mountain                |  | Lakeway, TX        |  | 10 Acres                   |  |            | 1,500  |                   |   | 251   | (6)             |  |   |            |     |  |   | 1,073  |    
|West End                      |  | Dallas, TX         |  | .7978 Acres                |  |            | 2,259  |                   |   | 2,099 |                 |  |   |            |     |  |   | 1,259  |    
|West End                      |  | Dallas, TX         |  | .826 Acres                 |  |            | 2,430  |                   |   | 213   |                 |  |   | 2,000       |     |  |   | 1,448  |    

---

|(1) |  | Assumed debt.
|--- |  | -------------

|(2) |  | TCI provided $7.6 million of seller financing. See Note 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | -------------------------------------------------------------------------------------------

|(3) |  | Gain of $7.0 million deferred due to insufficient initial buyer investment.
|--- |  | ---------------------------------------------------------------------------

|(4) |  | TCI provided $1.0 million of seller financing. See Note 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | -------------------------------------------------------------------------------------------

|(5) |  | Gain of $307,000 deferred due to insufficient initial buyer investment.
|--- |  | -----------------------------------------------------------------------

|(6) |  | TCI provided $1.1 million of seller financing. See Note 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | -------------------------------------------------------------------------------------------



57



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In 2004, TCI sold the following properties:



|                            |  |                    |  |                      |  |             |        |                     |   |        |                 |  |   |                     |         |  |   |        |     
|--------------------------- |  | ------------------ |  | -------------------- |  | ----------- | ------ | ------------------- | - | ------ | --------------- |  | - | ------------------- | ------- |  | - | ------ | ----
|Property                    |  | Location           |  | Units/ Sq. Ft./Acres |  | Sales Price |        | Net Cash (Received) |   |        | Debt Discharged |  |   | Gain/(Loss) On Sale |        
|Apartments                  |  |                    |  |                      |  |             |        |                     |   |        |                 |  |   |                     |         |  |   |        |     
|Cliffs of El Dorado(2)      |  | McKinney, TX       |  | 208 Units            |  | $           | 13,442 |                     | $ | 10     |                 |  | $ | 10,323              | (1)     |  | $ |       | (3) 
|In The Pines                |  | Gainesville, FL    |  | 242 Units            |  |             | 11,300 |                     |   | 3,547  | (4)             |  |   | 5,201               |         |  |   | 5,136  |     
|Sandstone                   |  | Mesa, AZ           |  | 238 Units            |  |             | 8,650  |                     |   | 2,687  |                 |  |   | 5,531               |         |  |   | 1,136  |     
|Waters Edge IV(5)           |  | Gulfport, MS       |  | 80 Units             |  |             | 5,000  |                     |   |       |                 |  |   |                    |         |  |   |       | (6) 
|                            |  |                    |  |                      |  |            
|Office Building             |  |                    |  |                      |  |             |        |                     |   |        |                 |  |   |                     |         |  |   |        |     
|4135 Beltline               |  | Addison, TX        |  | 90,000 Sq. Ft.       |  |             | 4,900  |                     |   | 2,472  |                 |  |   | 2,009               |         |  |   | 345    |     
|Atrium                      |  | Palm Beach, FL     |  | 74,603 Sq. Ft.       |  |             | 5,775  |                     |   | 1,667  |                 |  |   | 3,772               |         |  |   | 328    |     
|Ambulatory Surgery Center   |  | Sterling, VA       |  | 33,832 Sq. Ft.       |  |             | 8,675  |                     |   | 5,448  |                 |  |   | 2,856               |         |  |   | 202    |     
|Brandeis(7)                 |  | Omaha, NE          |  | 319,234 Sq. Ft.      |  |             |       |                     |   |       |                 |  |   | 8,750               | (1)     |  |   | (92    | )   
|Centura Tower(8)            |  | Farmers Branch, TX |  | 410,901 Sq. Ft.      |  |             | 84,075 |                     |   | 36,350 |                 |  |   | 49,878              |         |  |   | 31,550 |     
|Corporate Pointe            |  | Chantilly, VA      |  | 69,918 Sq. Ft.       |  |             | 9,000  |                     |   | 5,025  |                 |  |   | 3,609               |         |  |   | 5,239  |     
|Countryside Harmon          |  | Sterling, VA       |  | 72,062 Sq. Ft.       |  |             | 9,150  |                     |   | 4,608  |                 |  |   | 3,865               |         |  |   | 1,931  |     
|Countryside Retail          |  | Sterling, VA       |  | 133,422 Sq. Ft.      |  |             | 27,100 |                     |   | 3,408  |                 |  |   | 22,800              |         |  |   | 5,475  |     
|Countryside Mimado          |  | Sterling, VA       |  | 35,127 Sq. Ft.       |  |             | 4,000  |                     |   | 102    |                 |  |   | 941                 |         |  |   | 72     |     
|Durham Centre(9)            |  | Durham, NC         |  | 207,171 Sq. Ft.      |  |             | 21,300 |                     |   | 6,703  |                 |  |   |                    |         |  |   |       | (10)
|One Steeplechase            |  | Sterling, VA       |  | 103,376 Sq. Ft.      |  |             | 11,900 |                     |   | 3,743  |                 |  |   | 7,654               |         |  |   | 6,184  |     
|Venture Center              |  | Atlanta, GA        |  | 38,272 Sq. Ft.       |  |             | 4,000  |                     |   | 997    |                 |  |   | 2,550               |         |  |   | 1,167  |     
|                            |  |                    |  |                      |  |            
|Industrial Warehouse        |  |                    |  |                      |  |             |        |                     |   |        |                 |  |   |                     |         |  |   |        |     
|Kelly (Cash Road)           |  | Dallas, TX         |  | 97,150 Sq. Ft.       |  |             | 1,500  |                     |   | 1,077  |                 |  |   | 422                 |         |  |   | 127    |     
|Kelly (Pinewood)            |  | Dallas, TX         |  | 100,000 Sq. Ft.      |  |             | 1,650  |                     |   | 65     |                 |  |   | 1,376               |         |  |   | 153    |     
|Ogden Industrial            |  | Ogden, UT          |  | 107,112 Sq. Ft.      |  |             | 2,600  |                     |   | 668    |                 |  |   | 1,775               |         |  |   | 1,374  |     
|Texstar Warehouse(12)       |  | Arlington, TX      |  | 97,846 Sq. Ft.       |  |             | 2,400  |                     |   |       |                 |  |   | 1,148               | (1)(17) |  |   |       | (13)
|                            |  |                    |  |                      |  |            
|Other                       |  |                    |  |                      |  |             |        |                     |   |        |                 |  |   |                     |         |  |   |        |     
|Signature Athletic Club(11) |  | Dallas, TX         |  | N/A                  |  |             | 120    |                     |   | (154   | )               |  |   | 88                  |         |  |   | (47    | )   
|                            |  |                    |  |                      |  |            
|Shopping Center             |  |                    |  |                      |  |             |        |                     |   |        |                 |  |   |                     |         |  |   |        |     
|K-Mart(12)                  |  | Cary, NC           |  | 92,033 Sq. Ft.       |  |             | 3,200  |                     |   |       |                 |  |   | 1,677               | (1)(17) |  |   |       | (14)
|Sadler Square               |  | Amelia Island, FL  |  | 70,295 Sq. Ft.       |  |             | 4,500  |                     |   | 1,876  |                 |  |   | 2,680               |         |  |   | 1,673  |     
|                            |  |                    |  |                      |  |            
|Land                        |  |                    |  |                      |  |             |        |                     |   |        |                 |  |   |                     |         |  |   |        |     
|Allen                       |  | Collin County, TX  |  | 492.531 Acres        |  |             | 19,962 |                     |   | 7,956  |                 |  |   | 4,088               |         |  |   | 7,056  |     
|Marine Creek(15)            |  | Ft. Worth, TX      |  | 10.73 Acres          |  |             | 1,488  |                     |   | 1,198  |                 |  |   | 991                 |         |  |   |       | (16)
|Rasor                       |  | Plano, TX          |  | 24.5 Acres           |  |             | 2,600  |                     |   | 2,600  |                 |  |   |                    |         |  |   | 53     |     
|Red Cross                   |  | Dallas, TX         |  | 2.89 Acres           |  |             | 8,500  |                     |   | 2,842  |                 |  |   | 4,450               |         |  |   |       |     

---

|(1) |  | Assumed debt.
|--- |  | -------------

|(2) |  | Property initially sold to Unified Housing Foundation, Inc. (UHF), a related party, in 2003. See NOTE 8. RELATED PARTY TRANSACTIONS.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Excludes a $1.7 million deferred gain from a related party sale.
|--- |  | ----------------------------------------------------------------

|(4) |  | TCI provided $1.0 million of the purchase price as seller financing. See NOTE 3. NOTES AND INTEREST RECEIVABLE.
|--- |  | -----------------------------------------------------------------------------------------------------------------

|(5) |  | Property sold to ARI, a related party, for an increase of $5.0 million to the affiliate receivable balance from Prime.
|--- |  | ----------------------------------------------------------------------------------------------------------------------

|(6) |  | Excludes a $494,000 deferred gain from a related party sale.
|--- |  | ------------------------------------------------------------

|(7) |  | Brandeis was returned to lender via a deed in lieu of foreclosure process. See NOTE 7. NOTES AND INTEREST PAYABLE.
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(8) |  | TCI sold a 95% limited partnership interest, retaining a 1% general partner and 4% limited partner interest.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(9) |  | Property sold to Edina Park Plaza Associates, L.P., of which the managing general partner is a subsidiary of ARI, a related party, for a wraparound note of $14.5 million and cash.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



58



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(10) |  | Excludes a $4.0 million deferred gain from a related party sale.
|---- |  | ----------------------------------------------------------------

|(11) |  | Signature Athletic Club was sold for the assumption of capital leases by purchaser. Net cash paid is from prepaid dues and unearned revenues due purchaser.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Property sold to Basic Capital Management (BCM), a related party, for assumption of debt and a note receivable. See NOTE 3. NOTES AND INTEREST RECEIVABLE.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) |  | Excludes a $1.0 million deferred gain from a related party sale.
|---- |  | ----------------------------------------------------------------

|(14) |  | Excludes $355,000 deferred gain from a related party sale.
|---- |  | ----------------------------------------------------------

|(15) |  | Property sold to UHF, a related party, for cash and a note receivable. See NOTE 8. RELATED PARTY TRANSACTIONS.
|---- |  | ----------------------------------------------------------------------------------------------------------------

|(16) |  | Excludes a $581,000 deferred gain from a related party sale.
|---- |  | ------------------------------------------------------------

|(17) |  | Failure to notify and receive approval from the lender for this transaction may constitute an event of default under the terms of the debt.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------

At December 31, 2005, TCI had the following properties under construction:



|                     |  |                    |  |           |  |                |        |                           |   |                         |  |   |       
|-------------------- |  | ------------------ |  | --------- |  | -------------- | ------ | ------------------------- | - | ----------------------- |  | - | ------
|Property             |  | Location           |  | Units     |  | AmountExpended |        | AdditionalAmountto Expend |   | ConstructionLoanFunding
|Apartments           |  |                    |  |           |  |                |        |                           |   |                         |  |   |       
|Laguna Vista         |  | Farmers Branch, TX |  | 206 Units |  | $              | 8,308  |                           | $ | 12,797                  |  | $ | 17,741
|Legends of El Paso   |  | El Paso, TX        |  | 240 Units |  |                | 5,319  |                           |   | 12,765                  |  |   | 16,040
|Mission Oaks         |  | San Antonio, TX    |  | 228 Units |  |                | 12,072 |                           |   | 5,397                   |  |   | 15,636
|Parc at Maumelle     |  | Maumelle, AR       |  | 240 Units |  |                | 11,805 |                           |   | 6,894                   |  |   | 16,829
|Parc at Metro Center |  | Nashville, TN      |  | 144 Units |  |                | 3,328  |                           |   | 9,287                   |  |   | 11,141

For the period ended December 31, 2005, TCI completed the 70 unit Blue Lake Villas II in
Waxahachie, Texas, the 272 unit Bluffs at Vista Ridge in Lewisville, Texas, the 232 unit Bridges on Kinsey in Tyler, Texas, the 208 unit Dakota Arms in Lubbock, Texas, the 240 unit Lake Forest in Houston, Texas, the 220 unit Wildflower Villas in
Temple, Texas, the 398 unit Kingsland Ranch Apartments in Houston, Texas, the 240 unit Stonebridge at City Park Apartments in Houston, Texas, and the 240 unit Vistas of Vance Jackson in San Antonio, Texas.

For the period ending December 31, 2004, TCI completed the 248 unit DeSoto Ranch Apartments in DeSoto, Texas, the 314 unit Verandas at Cityview
Apartments in Fort Worth, Texas, the 216 unit Mariposa Villas (Echo Valley) in Dallas, Texas, the 176 unit Breakwater Bay Apartments in Beaumont, Texas, the 156 unit Capitol Hill Apartments in Little Rock, Arkansas and the 332 unit Vistas of
Pinnacle Park Apartments in Dallas, Texas.

In November 2004, TCI agreed to swap 69,903 square feet of Centura land with 71,393 square feet
of land TXU Electric Delivery Company (TXU) owns adjacent to Centura land for the relocation of electric transmission and distribution facilities. TCI has agreed to pay the actual costs of relocation, which is estimated at $453,000. ARI
paid $216,361 of this cost on TCIs behalf in November 2004 and this amount was used to reduce TCIs receivable from Prime. Prime paid the remaining $216,361 on TCIs behalf in September 2005. TCI will also pay an additional $36,000
to TXU for the difference in the size of the TCI property and the TXU property.



59



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|NOTE 3. | NOTES AND INTEREST RECEIVABLE
|------- | -----------------------------

Notes
and interest receivable consisted of the following:



|                             |  |                    |        |           |   |                    |  |           |        |  |   |       
|---------------------------- |  | ------------------ | ------ | --------- | - | ------------------ |  | --------- | ------ |  | - | ------
|                             |  | 2005               |        | 2004     
|                             |  | EstimatedFairValue |        | BookValue |   | EstimatedFairValue |  | BookValue
|Notes receivable             |  |                    |        |           |   |                    |  |           |        |  |   |       
|Performing                   |  | $                  | 49,225 |           | $ | 58,437             |  | $         | 53,246 |  | $ | 53,895
|Non-performing, non-accruing |  |                    | 4,457  |           |   | 4,896              |  |           |       |  |   |      
|                             |  |                    |        |           |   |                    |  |           |        |  |   |       
|                             |  | $                  | 53,682 |           |   | 63,333             |  | $         | 53,246 |  |   | 53,895
|                             |  |                    |        |           |   |                    |  |           |        |  |   |       
|Interest receivable          |  |                    |        |           |   | 1,485              |  |           |        |  |   | 2,735 
|                             |  |                    |        |           |   |                    |  |           |        |  |   |       
|                             |  |                    |        |           | $ | 64,818             |  |           |        |  | $ | 56,630
|                             |  |                    |        |           |   |                    |  |           |        |  |   |       

Notes receivable at December 31, 2005, mature from 2006 through 2017 with interest rates
ranging from 4.0% to 12.0% per annum, with a weighted average rate of 7.57%. Notes receivable are generally non-recourse and are generally collateralized by real estate. Scheduled principal maturities of $27.7 million are due in 2006.

Unless otherwise noted, all of TCIs notes receivables are secured by real estate assets.

In December 2005, TCI sold 27.192 acres and 3.73 acres to a third party for $10.1 million and $1.4 million, and provided $7.6 million and $1.0 million of
seller financing, respectively. Both notes bear interest at 8.0% per annum, require monthly interest only payments and mature in December 2008. In January 2006, TCI sold both notes to a financial institution for full face value less closing
costs, plus accrued interest. The financial institution has a Put Option that would require TCI to purchase both notes back under the following conditions: (1) failure to construct agreed upon roads on the property by December 2006;
(2) there occurs any event of default by the buyer; (3) certain escrow deposits for the road completion are not sufficient to cover the cost of the road construction; (4) any amendment, modification or assignment of certain
development and escrow agreements between TCI and the buyer; and (5) failure of TCI to deliver certain documents to the financial institution within a timely manner. TCI and other related parties have also guaranteed the full payment of the
note balances, including any outstanding interest and costs incurred by the financial institution.

In September 2005, TCI sold 10 acres of
unimproved land to a third party for $1.5 million and provided $1.1 million of the purchase price as seller financing. The secured note bore interest at 10%, required monthly interest only payments and matured in September 2008. In December 2005,
TCI sold this note to a financial institution for full face value less closing costs, plus accrued interest. TCI and other related parties have also guaranteed the full payment of the note balances, including any outstanding interest and costs
incurred by the financial institution.

In March 2005, TCI entered into an agreement to advance a third party $3.2 million for development
costs relating to single family residential lots in Austin, Texas. These advances are secured by membership interests in the borrower and a second lien on 1,092 acres of undeveloped land. The secured note bears interest at 10%, requires semi-annual
interest payments, and matures in March 2008. In September 2005, the total amount authorized under this advance was increased to $5.0 million. As of March 31, 2006, TCI had advanced $4.2 million to the borrower. TCI also guaranteed, with
full recourse to TCI, an $18 million bank loan for the borrower which is secured by a first lien on 1,092 acres of undeveloped land. In June 2005, TCI purchased the subsidiary of a related party for $4.1 million that holds two notes receivable from
this third party for $3.0 and



60



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



$1.0 million, respectively. These notes are secured by approximately 142 acres of undeveloped land and membership interest in the borrowers. These secured
notes bear interest at 12.0%, have an interest reserve for payments that is added to the principal balance on a monthly basis, and matured in June 2005. Both loans were extended to September 2005 and upon maturity, both loan balances were paid under
the advance referred to at the beginning of this paragraph.

In October 2004, TCI sold the In The Pines apartments to a third party and
provided $1.0 million of the purchase price as seller financing in the form of two notes. The first note bore interest at 7.0% per annum, required monthly interest only payments and matured in January 2005. The Purchaser extended this note to
March 2005 by paying 1.0% of the outstanding principal balance as an extension fee and then extended the note an additional 30 days to April 2005 by paying an extension fee of 0.5% of the outstanding principal balance. In the event of a default, the
note is also secured by membership rights in the purchasers entity. The second note was unsecured, bore interest at 8.5% per annum, required monthly interest only payments and matured in January 2005. The Purchaser extended this note to
March 2005 by paying 1.0% of the outstanding principal balance as an extension fee and then extended the note an additional 30 days to April 2005 by paying an extension fee of 0.5% of the outstanding principal balance. Both loans were extended to
October 2005 with the payment to TCI of a 2.0% extension fee. Both loans were paid in full, including unpaid interest, in October 2005.

In
December 2004, TCI sold the Centura Tower office building to a partnership and retained a 1% non-controlling general partner interest and a 4% limited partner interest. TCI has certain obligations to fund the partnership for rent abatements, tenant
improvements, leasing commissions and other cash shortfalls. $4.1 million of these obligations were escrowed by TCI with the lender at loan closing. Through December 31, 2005, TCI has funded $4.7 million of these obligations, with $4.1
million recorded as an investment in the partnership and the remainder of $603,000 in the form of a note receivable from the partnership. This note has no maturity date, requires no payments, and bears interest at a fixed rate of 7.0% per
annum. The note will be paid out of excess cash flow or from sales proceeds, but only after certain partner preferred returns are paid.

In
July 2003, TCI advanced $2.3 million to the Class A Limited Partners of TCI Countryside, L.P. of which TCI is the general partner. This loan bears interest at 7.25% and matures in January 2007. TCI also agreed to advance $1.1 million to the
Class A Limited Partners by advancing $105,000 in July 2003 and every year thereafter for ten years. This loan bears interest at 7.25% and matures in July 2012. Interest due to TCI will be deducted from the quarterly return owed by TCI to the
Class A Limited Partners, eliminating the quarterly payments. In October 2005, TCI agreed to settle the remaining obligations under this loan by paying a lump sum of $425,000, making the total advanced $740,000. After January 2007, TCI may
redeem the Class A Limited Partners interests in exchange for cancellation of both notes.

In June 2003, TCI sold the 104 unit
Willo-Wick Gardens Apartments in North Augusta, South Carolina, for $2.7 million and provided $42,000 of the purchasers closing costs as seller financing. The note bore interest at a fixed rate of 5.0% and required all interest and principal
payments be paid at maturity on December 2003. This loan was extended until February 2004 and $10,000 was received in March 2004. This note, including accrued but unpaid interest, was paid in June 2004. TCI discounted the note $2,000 and recognized
a loss of $2,000.

In March 2002, TCI sold the 174,513 sq. ft. Hartford Office Building in Dallas, Texas, for $4.0 million and provided the
$4.0 million purchase price as seller financing and an additional $1.4 million line of credit for leasehold improvements all in the form of a first lien mortgage note. The note bears interest at a variable interest rate, currently 8.0% per
annum, requires monthly interest only payments and matures in March 2007. As of March 2006, TCI has funded $896,000 of the $1.4 million line of credit. TCI determined during the third quarter of 2005 that it would classify this note as
non-performing due to the lack of debt payments received and the



61



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



probability that no debt payments would be received in the future. Effective for the quarter ended September 30, 2005, TCI no longer accrues interest on
this note. The loan is not considered impaired due to managements opinion that the fair value of the collateral is sufficient to cover the current loan balance and accrued interest at March 2006.

In July 2002, TCI entered into an agreement to fund up to $300,000 under a revolving line of credit secured by 100% interest in a partnership of the
borrower. The line of credit bears interest at 12.0% per annum and requires monthly interest only payments, and originally matured in June 2005. This loan was extended to June 2006 in the second quarter of 2005 and was subsequently modified in
the fourth quarter 2005. This second modification extends the loan maturity to October 2007 and limits any advances under the line of credit to $25,000 per month. As of March 2006, the borrower had $143,000 of remaining available credit under the
credit limit.

In August 2001, TCI agreed to fund up to $5.6 million secured by a second lien on an office building in Dallas, Texas. The
note receivable bore interest at a variable rate (then 9.0% per annum), required monthly interest only payments and originally matured in January 2003. By March 2004, TCI had funded a total of $4.3 million. On January 22, 2003, TCI
agreed to extend the maturity date until May 1, 2003. The collateral used to secure TCIs second lien was seized by the first lien holder. On March 11, 2004, TCI agreed to accept an assignment of claims in litigation as additional
security for the note. In December 2004, TCI agreed to a Modification Agreement with the borrower, which was effective November 1, 2003. As of the modified effective date, accrued interest of $582,000 was added to the principal balance of the
note, the interest rate was set to a fixed rate of 9.0% per annum and all principal and interest is due November 2005. TCI also received Pledge and Security Agreements in various partnership interests belonging to the borrower and received
various Assignments of Proceeds from sales in certain entities owned by the borrower. TCI also agreed to reduce accrued interest and principal by $1.5 million from the receipt of notes receivable assigned to TCI by the borrower and by $605,000 from
cash received. TCI also received $1.4 million in January 2005 that was applied to accrued interest and principal effective December 30, 2004. As a result of this modification, TCI recognized a reduction of $1.4 million for loan losses to
expense in 2004. The following notes were assigned to TCI as payment on the note:



| |  |  | $678,000 from a partnership that owns an apartment building. This note is unsecured, bears no interest and has no maturity date. Distributions made from the partnership operations
will be used to pay the principal on the note. TCI received $132,000 in distributions in 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $264,000 secured by a second lien on 13 acres of unimproved land. This note bears interest at 9.0% and matured in February 2003. TCIs parent company, ARI, has taken title to
the collateral, giving TCI a first lien position on the collateral. This note is considered performing and no allowance has been established.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $466,000 secured by a second lien on 23.3 acres of unimproved land. This note bears interest at 4.0% and is payable upon demand.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | $125,000 secured by a 100% interest in an affiliated company that owns an apartment building. This note bears interest at 12.0%, only requires payments if surplus cash is available
and matures in April 2009.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In December 2005, TCI advanced $2.5 million under this note to the borrower.

Related Party.    In October 2004, TCI contemplated the sale of the common stock of TCI Lexington Corporation, which owns the
Lexington Center office building in Colorado Springs, Colorado, to One Realco Office Investors, Inc., a related party, for the assumption of debt of $4.9 million, which was subject to lender approval, and a seller note of $237,000. The assumption of
debt by One Realco Office Investors, Inc. was not



62



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



approved by the lender; therefore, TCIs Board of Directors rescinded their approval of the transaction. TCI extended the loan on the Lexington Center
with the lender in December 2004.

In October 2004, TCI sold the Durham Centre in Durham, North Carolina to a partnership, of which the
managing general partner is a subsidiary of ARI, for $21.3 million for cash and an all-inclusive wraparound note of $14.5 million. The note bears interest at a fixed rate of 7.63%, requires monthly interest payments and matures in September 2007.
TCI also made a loan to the partnership for $3.3 million. The note bears interest at a fixed rate of 7.63%, requires monthly interest payments and matures in September 2017.

In March 2004, TCI sold the Texstar Warehouse in Arlington, Texas to BCM for $2.4 million, including the assumption of debt. TCI also provided $1.3
million of the purchase price as seller financing. The unsecured note bears interest at the prime rate plus 2%, which is currently 9.5%, and matured in April 2005. This note was extended to April 2008.

In March 2004, TCI sold a K-Mart in Cary, North Carolina to BCM for $3.2 million, including the assumption of debt. TCI also provided $1.5 million of the
purchase price as seller financing. The unsecured note bears interest at the prime rate plus 2%, which is currently 9.5%, and matured in April 2005. This note was extended to April 2008.

In December 2003, TCI sold a tract of Marine Creek land to a subsidiary of Unified Housing Foundation, Inc. (UHF) for $1.5 million, receiving
cash and a note receivable. This sale was not recognized as a sale at that time because UHF is a related party and TCI has continuing involvement and control. In February 2004, Marine Creek was refinanced by UHF, which paid in full TCIs note
payable on the land. TCI then recorded the sale of the land and received a note receivable of $270,000, which was the difference between the sales price and the amount of TCIs note payable. The note bore interest at 6.0%, required quarterly
payments from available surplus cash and was due in December 2007. The note was paid in full, including accrued interest, in August 2005. TCI recorded the sale of the Marine Creek land tract due to the payment received on the note receivable. See
Note 8. RELATED PARTY TRANSACTIONS.

In December 2003, TCI purchased a note receivable secured by a second lien on 33 acres of
raw land in Travis County, Texas at par value from ARI for $2.4 million as a paydown on an affiliate loan balance. This note bears interest at 10.0%, requires interest only payments in November 2007 and matures in October 2008. Outstanding accrued
interest is added to the principal balance on an annual basis until 2007. During 2005 and 2004, $263,000 and $240,000 of accrued interest was added to the principal balance of the note, making the principal balance at December 31, 2005 $2.9
million.

In January 2002, TCI purchased 100% of the outstanding common shares of ART Two Hickory Corporation (Two Hickory), a
wholly-owned subsidiary of ARI for $4.4 million cash. Two Hickory owns the 96,217 sq. ft. Two Hickory Centre Office Building in Farmers Branch, Texas. ARI guaranteed that the asset shall produce at least a 12.0% annual return of the purchase price
for a period of three years from the purchase date. If the asset fails to produce the 12.0% annual return, ARI was obligated to pay TCI any shortfall. In addition, if the asset fails to produce the 12.0% return for any calendar year and ARI failed
to pay the shortfall, TCI could have required ARI to repurchase the shares of Two Hickory for the original purchase price. Because ARI guaranteed the 12.0% return and TCI had the option of requiring ARI to repurchase the entities, management has
classified this related party transaction as a note receivable from ARI. In June 2002, Two Hickory was refinanced. TCI received $1.3 million of the proceeds as a principal reduction on its note receivable from ARI. In January 2005, the guaranty
period ended and TCI completed the purchase of Two Hickory by recording the asset and the assumed debt, and removing the note receivable from ARI.



63



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In April 2002, TCI purchased 100% of the following entities: ART One Hickory Corporation (One
Hickory), Garden Confederate Point, LP (Confederate Point), Garden Foxwood, LP (Foxwood), and Garden Woodsong, LP (Woodsong), all wholly-owned subsidiaries of ARI for $10.0 million. One Hickory owned the
120,615 sq. ft. One Hickory Centre Office Building in Farmers Branch, Texas. Confederate Point owned the 206 unit Confederate Apartments in Jacksonville, Florida. Foxwood owns the 220 unit Foxwood Apartments in Memphis, Tennessee. Woodsong owned the
190 unit Woodsong Apartments in Smyrna, Georgia. ARI guaranteed that these assets shall produce at least a 12.0% return annually of the purchase price for a period of three years from the purchase date. If the assets collectively failed to produce
the 12.0% return, ARI was required to pay TCI any shortfall. In addition, if the assets fail to produce the 12.0% return for a calendar year and ARI failed to pay the shortfall, TCI had the option of requiring ARI to repurchase the entities for the
original purchase price. Because ARI guaranteed the 12.0% return and TCI has the option of requiring ARI to repurchase the entities, management has classified this related party transaction as a note receivable from ARI. In July 2002, the Woodsong
Apartments were sold. ARI received $2.8 million from the proceeds as payment of principal and accrued but unpaid interest on the note receivable. In October 2003, TCI sold One Hickory to IORI for $12.2 million, less prorations, for a wraparound
promissory note of $12.0 million. This note bears interest at 5.49% interest, requires monthly interest and principal payments and matures in June 2006. This transaction effectively discharged the note receivable TCI had from ARI for the financing
of One Hickory. Also, in November 2003, Confederate Point sold the Confederate Apartments and paid $2.1 million to TCI to pay off the loan and unpaid interest. In April 2005, TCI completed the purchase of the Foxwood Apartments by recording the
asset and removing the note receivable from ARI.

In December 2001, TCI purchased 100% of the outstanding common shares of National
Melrose, Inc. (NM), a wholly-owned subsidiary of ARI, a related party, for $2.0 million cash. NM owns the 41,840 sq. ft. Executive Court Office Building in Memphis, Tennessee. ARI has guaranteed the asset will produce at least a 12.0%
annual return of the purchase price for a period of three years from the purchase date. If the asset fails to produce the 12.0% annual return, ARI will pay TCI any shortfall. In addition, if the asset fails to produce 12.0% return for a calendar
year, TCI may require ARI to repurchase the shares of NM for the purchase price. Management has classified this related party transaction as a note receivable from ARI. In December 2004, TCI recorded the purchase of the Executive Court Office
Building by recording the asset and removing the note receivable from ARI.



|NOTE 4. | ALLOWANCE FOR ESTIMATED LOSSES
|------- | ------------------------------

Activity in the allowance for estimated losses was as follows:



|                                |  |      |   |      |   |        |      |  |   |      
|------------------------------- |  | ---- | - | ---- | - | ------ | ---- |  | - | -----
|                                |  | 2005 |   | 2004 |   |        | 2003
|Balance January 1,              |  | $    |  |      | $ | 1,456  |      |  | $ | 1,337
|Provision for loss              |  |      |  |      |   |       |      |  |   |     
|Fully reserved notes receivable |  |      |  |      |   |       |      |  |   | 119  
|Decrease in provision           |  |      |  |      |   | (1,456 | )    |  |   |     
|                                |  |      |   |      |   |        |      |  |   |      
|Balance December 31,            |  | $    |  |      | $ |       |      |  | $ | 1,456
|                                |  |      |   |      |   |        |      |  |   |      



64



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|NOTE 5. | INVESTMENT IN EQUITY METHOD REAL ESTATE ENTITIES
|------- | ------------------------------------------------

Investment in equity method real estate entities consisted of the following:



|                                                   |  |      |        |      |   |       
|-------------------------------------------------- |  | ---- | ------ | ---- | - | ------
|                                                   |  | 2005 |        | 2004
|American Realty Investors, Inc. (ARI)            |  | $    | 12,114 |      | $ | 9,870 
|Income Opportunity Realty Investors, Inc. (IORI) |  |      | 6,155  |      |   | 5,765 
|Garden Centura, L.P.                               |  |      | 6,048  |      |   | 1,925 
|Other                                              |  |      | 342    |      |   | 22    
|                                                   |  |      |        |      |   |       
|                                                   |  | $    | 24,659 |      | $ | 17,582
|                                                   |  |      |        |      |   |       

TCI owns an approximate 6.5% interest in ARI, a publicly held real estate company, having a market
value of $108.9 million at December 31, 2005. At December 31, 2005, ARI had total assets of $505.0 million and owned 12 apartments, seven commercial properties, seven hotels and 35 parcels of unimproved land. In 2005, ARI sold eight
apartments and 19 parcels of unimproved land for a total of $126.9 million, receiving net cash of $35.7 million after paying off or being relieved of $42.5 million in mortgage debt and the payment of various closing costs. ARI recognized gains
of $26.0 million on the sales of which TCIs equity share was $1.7 million. In 2004, ARI sold four apartments, three commercial properties, and 13 parcels of unimproved land for a total of $112.5 million, receiving net cash of $18.3
million after paying off or being relieved of $58.6 million in mortgage debt and the payment of various closing costs. ARI recognized gains of $25.5 million on the sales of which TCIs equity share was $1.7 million.

Based on the ownership percentage of TCIs investment in ARI and ARIs market value, TCIs investment in ARI has a market value of
approximately $6.0 million at December 31, 2005. The carrying value of this investment is approximately $12.2 million at December 31, 2005. Management continues to believe the market value of ARI temporarily undervalues its assets and
therefore, no impairment of TCIs investment in ARI has been recorded.

TCI owns an approximate 24.0% interest in IORI, a publicly
held real estate company. At December 31, 2005, IORI had total assets of $99.1 million and owned six apartments, one office building, one shopping center, one industrial warehouse, and one parcel of unimproved land, all within the State of
Texas. IORI did not sell any properties during 2005. Since IORI recognized no gains on the sale of property during 2005, TCI had no equity share on property sales. In 2004, IORI sold two office buildings, two office buildings and a parcel of
unimproved land for a total of $24.5 million, receiving net cash of $4.8 million after paying off $15.8 million in mortgage debt and the payment of various closing costs. IORI recognized gains of $5.5 million on the sales of which TCIs
equity share was $1.3 million. Based on the ownership percentage of TCIs investment in IORI and IORIs market value, TCIs investment in IORI has a market value of approximately $6.5 million at December 31, 2005. The
carrying value of this investment is approximately $6.2 million at December 31, 2005.

In December 2004, TCI sold a 95% interest in
Garden Centura, L.P. that owns the 410,901 sq. ft. Centura Tower office building located in Farmers Branch, Texas. TCI retained a non-controlling 1% general partner and 4% limited partner interest in Garden Centura, L.P. TCI accounts for its
investment in this partnership on the equity method. TCI contributed approximately $4.1 million to Garden Centura, L.P. during 2005 for rent abatements and tenant improvements. These funds are held in escrow with the lender and available for TCI to
receive repayment after the contributions are made to the partnership. TCI also contributed an additional $602,000 to Garden Centura, L.P. for cash shortfalls in 2005. These funds are recorded as a note receivable from the partnership.



65



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Prior to the first quarter of 2002, TCI accounted for its investments in Tri-City, Nakash and
Jor-Trans on the equity method. TCI was a 63.7% limited partner and IORI was a 36.3% general partner in Tri-City, and TCI is a 60.0% general partner and IORI is a 40.0% limited partner in Nakash. TCI owns a 55% limited and general partnership
interest in Jor-Trans. TCI makes all partnership operating and policy decisions of the partnerships and TCI has the right to approve the sale or refinancing of principal assets, or approve the acquisition of partnership assets. For Tri-City, IORI as
general partner only had protective rights in the partnership. TCI and IORI share one of the same members of the Board of Directors. Consequently, because TCI has a greater than 50.0% ownership over the operations of Tri- City, Nakash and Jor-Trans,
the operations of the partnership have been consolidated. In the first quarter of 2002, TCI began accounting for its investment in Tri-City, Nakash and Jor-Trans using a consolidated basis. The effect of these consolidations increased TCIs
assets, liabilities, and minority interest in 2002 by $5.4 million, $3.9 million and $1.5 million, respectively. In November 2002, Tri-City sold its only asset, a shopping center, for $4.2 million. Tri-City received net cash of $1.9 million after
the payment of various closing costs. TCI received a distribution of $1.2 million of the net proceeds and recognized a gain of $431,000 on its investment in Tri-City. Also, in July 2003, TCI sold the Jor-Trans partnership, which owned the Lincoln
Court Apartments, to the 45.0% limited partner in Jor-Trans for $1.8 million. TCI recognized a gain of $1.7 million on this transaction and has withdrawn from the partnership.

TCI is a non-controlling 30.0% general partner in SAC 9. In December 2004, SAC 9 sold the Prospect Park #29 office building for $3.7 million, of which
TCI received $1.1 million after closing costs and fees. TCI recognized a gain on the sale of investment in SAC 9 of $882,000 relating to this transaction.

Set forth below are summarized financial data for the entities accounted for using the equity method:



|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  
|---------------------------------------------------------------------------------- |  | ---- | -------- | -------- | ---- | - | -------- | -------- | - | - | -------- | -
|                                                                                   |  |      |          |          | 2005 |   |          | 2004     |  
|Real estate, net of accumulated depreciation ($80,146 in 2005 and $89,967 in 2004) |  |      | $        | 387,628  |      |   | $        | 338,181  |  
|Notes receivable                                                                   |  |      |          | 97,953   |      |   |          | 95,189   |  
|Other assets                                                                       |  |      |          | 210,953  |      |   |          | 169,027  |  
|Notes payable                                                                      |  |      |          | (394,678 | )    |   |          | (383,342 | )
|Other liabilities                                                                  |  |      |          | (113,290 | )    |   |          | (101,288 | )
|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  
|Shareholders equity/partners capital                                              |  |      | $        | 188,566  |      |   | $        | 117,767  |  
|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  
|                                                                                   |  |      |         
|                                                                                   |  | 2005 |          |          | 2004 |   |          | 2003     |  
|Rents and interest and other income                                                |  | $    | 122,550  |          |      | $ | 142,324  |          |   | $ | 114,529  |  
|Depreciation                                                                       |  |      | (10,753  | )        |      |   | (8,287   | )        |   |   | (9,308   | )
|Operating expenses                                                                 |  |      | (103,209 | )        |      |   | (118,854 | )        |   |   | (117,167 | )
|Gain on land sales                                                                 |  |      | 31,868   |          |      |   | 3,844    |          |   |   | 41,865   |  
|Interest expense                                                                   |  |      | (29,747  | )        |      |   | (39,020  | )        |   |   | (39,245  | )
|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  
|Income (loss) from continuing operations                                           |  |      | 10,709   |          |      |   | (19,993  | )        |   |   | (9,326   | )
|Income (loss) from discontinued operations                                         |  |      | (1,660   | )        |      |   | (2,235   | )        |   |   | (15,010  | )
|Gain from sale of discontinued operations                                          |  |      | 27,633   |          |      |   | 31,028   |          |   |   | 26,546   |  
|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  
|Net income                                                                         |  | $    | 36,682   |          |      | $ | 8,800    |          |   | $ | 2,210    |  
|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  
|                                                                                   |  |      |         
|TCIs equity share of:                                                             |  |      |          |          |      |   |          |          |   |   |          |  
|                                                                                   |  |      |         
|                                                                                   |  | 2005 |          |          | 2004 |   |          | 2003     |  
|Income (loss) before gain on sale of real estate                                   |  | $    | 968      |          |      | $ | (1,497   | )        |   | $ | (4,291   | )
|Gain on sale of real estate                                                        |  |      | 1,673    |          |      |   | 3,884    |          |   |   | 4,853    |  
|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  
|Net income (loss)                                                                  |  | $    | 2,641    |          |      | $ | 2,387    |          |   | $ | 562      |  
|                                                                                   |  |      |          |          |      |   |          |          |   |   |          |  



66



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|NOTE 6. | MARKETABLE EQUITY SECURITIES
|------- | ----------------------------

In March 2003, TCI acquired equity securities of Realty Korea CR-REIT Co., Ltd. No. 1 for $5.0 million, representing approximately a 9.2% ownership interest. This investment is considered an available-for-sale security. TCI has
recognized unrealized gains of $866,000 and $1.6 million during 2005 and 2004, respectively, due to increases in market price since December 31, 2003.



|NOTE 7. | NOTES AND INTEREST PAYABLE
|------- | --------------------------

Notes and
interest payable consisted of the following:



|                 |  |                     |         |           |   |                     |  |            |         |  |   |        
|---------------- |  | ------------------- | ------- | --------- | - | ------------------- |  | ---------- | ------- |  | - | -------
|                 |  | 2005                |         | 2004     
|                 |  | EstimatedFair Value |         | BookValue |   | EstimatedFair Value |  | Book Value
|Notes payable    |  | $                   | 703,409 |           | $ | 766,651             |  | $          | 594,551 |  | $ | 640,011
|                 |  |                     |         |           |   |                     |  |            |         |  |   |        
|Interest payable |  |                     |         |           |   | 3,510               |  |            |         |  |   | 4,060  
|                 |  |                     |         |           |   |                     |  |            |         |  |   |        
|                 |  |                     |         |           | $ | 770,161             |  |            |         |  | $ | 644,071
|                 |  |                     |         |           |   |                     |  |            |         |  |   |        

Scheduled principal payments are due as follows:



|           |  |   |        
|---------- |  | - | -------
|2006       |  | $ | 191,426
|2007       |  |   | 64,388 
|2008       |  |   | 60,186 
|2009       |  |   | 18,678 
|2010       |  |   | 18,737 
|Thereafter |  |   | 413,236
|           |  |   |        
|           |  | $ | 766,651
|           |  |   |        

Notes payable at December 31, 2005, bore interest at rates ranging from 4.14% to
16.4% per annum, and mature between 2006 and 2045. The mortgages were collateralized by deeds of trust on real estate having a net carrying value of $916.0 million.

In July 2005, TCI secured a line of credit for $10.0 million for the acquisition and financing of land tracts. The line of credit bears interest at the prime rate plus 1.0%, which is currently 8.5%, requires interest
only payments and matures in three years. Each land tract funding has a $2.0 million limit on the loan amount, requires interest only payments at the line of credits variable rate, and has a maturity date of 18 months. TCI has used all $10
million of the line of credit for land purchases as of December 31, 2005.

In May 2005, TCI received a loan in the amount of $4.0
million. The note bears interest at the prime rate plus 2.0%, which is currently 9.5%, requires monthly interest only payments and matures in one year. The loan is collateralized by TCIs equity holdings in Realty Korea CR-REIT Co., Ltd.
No. 1 and by equity securities owned by an affiliate.

In February 2005, TCI received a loan in the amount of $5.0 million. The note
bears interest at 8.0% per annum, requires semi-annual interest payments, and matures in July 2006. The loan is collateralized by certain partnership interests that hold apartments owned by TCI. Anytime before maturity, the lender has the
option to convert the outstanding loan balance into general and limited partnership units in each of the partnerships, subject to HUD approval.



67



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In February 2004, the Brandeis office building was returned to the lender via a Deed in Lieu of
Foreclosure process. The outstanding debt and accrued interest was $8.8 million. TCI recorded a net impairment of $4.4 million in the fourth quarter of 2003 for this transaction.

In February 2004, TCI received a loan for $1.0 million that is cross defaulted and cross collateralized with ARIs purchase of land in Portage
County, Ohio. The loan bears interest at the prime rate plus .5%, which is currently 8.0%, requires monthly principal and interest payments, and matured in February 2005. This loan was extended to and paid in full in August 2005.

In 2005, TCI financed/refinanced the following properties:



|                     |  |                    |  |                             |  |              |       |                 |   |                   |  |   |              |   |  |              |      |  |       |    
|-------------------- |  | ------------------ |  | --------------------------- |  | ------------ | ----- | --------------- | - | ----------------- |  | - | ------------ | - |  | ------------ | ---- |  | ----- | ---
|Property             |  | Location           |  | Sq. Ft./Units/ Rooms/ Acres |  | DebtIncurred |       | Debt Discharged |   | Net Cash Received |  |   | InterestRate |   |  | MaturityDate |     
|Apartments           |  |                    |  |                             |  |              |       |                 |   |                   |  |   |              |   |  |              |      |  |       |    
|Autumn Chase         |  | Midland, TX        |  | 64 Units                    |  | $            | 1,166 |                 | $ | 797               |  | $ | 317          |   |  | 5.88         | %(1) |  | 05/35 |    
|Courtyard            |  | Midland, TX        |  | 133 Units                   |  |              | 1,342 |                 |   | 966               |  |   | 266          |   |  | 5.88         | (1)  |  | 05/35 |    
|Southgate            |  | Odessa, TX         |  | 180 Units                   |  |              | 1,879 |                 |   | 1,712             |  |   | 61           |   |  | 5.88         | (1)  |  | 05/35 |    
|Westwood             |  | Odessa, TX         |  | 79 Units                    |  |              | 500   |                 |   |                  |  |   | 464          |   |  | 5.25         | (1)  |  | 12/35 |    
|                     |  |                    |  |                             |  |              |      
|Office Buildings     |  |                    |  |                             |  |              |       |                 |   |                   |  |   |              |   |  |              |      |  |       |    
|Bridgeview Plaza     |  | LaCrosse, WI       |  | 116,008 Sq. Ft.             |  |              | 7,197 |                 |   | 6,304             |  |   | 649          |   |  | 7.25         | (1)  |  | 03/10 |    
|                     |  |                    |  |                             |  |              |      
|Shopping Centers     |  |                    |  |                             |  |              |       |                 |   |                   |  |   |              |   |  |              |      |  |       |    
|Dunes Plaza          |  | Michigan City, IN  |  | 223,869 Sq. Ft.             |  |              | 3,750 |                 |   | 2,685             |  |   | 658          |   |  | 7.50         | (1)  |  | 01/10 |    
|                     |  |                    |  |                             |  |              |      
|Hotels               |  |                    |  |                             |  |              |       |                 |   |                   |  |   |              |   |  |              |      |  |       |    
|The Majestic         |  | Chicago, IL        |  | 55 Rooms                    |  |              | 3,225 |                 |   |                  |  |   | 3,066        |   |  | 6.40         |      |  | 06/10 |    
|                     |  |                    |  |                             |  |              |      
|Land                 |  |                    |  |                             |  |              |       |                 |   |                   |  |   |              |   |  |              |      |  |       |    
|2301 Valley Branch   |  | Farmers Branch, TX |  | 23.763 Acres                |  |              | 2,420 |                 |   | 2,841             |  |   | (385         | ) |  | 8.50         | (1)  |  | 12/06 |    
|Alliance Airport(2)  |  | Tarrant County, TX |  | 12.724 Acres                |  |              | 553   |                 |   |                  |  |   | 540          |   |  | 7.25         | (1)  |  | 01/07 |    
|Centura(3)           |  | Farmers Branch, TX |  | 8.753 Acres                 |  |              | 6,727 |                 |   |                  |  |   | 6,727        |   |  | 8.50         | (1)  |  | 08/07 |    
|DeSoto Ranch(2)      |  | DeSoto, TX         |  | 21.879 Acres                |  |              | 1,635 |                 |   | 1,271             |  |   | 336          |   |  | 7.25         | (1)  |  | 01/07 |    
|McKinney 36          |  | Collin County, TX  |  | 34.58 Acres                 |  |              | 4,000 |                 |   | 1,747             |  |   | 2,123        |   |  | 6.50         | (1)  |  | 12/07 |    
|Payne I              |  | Las Colinas, TX    |  | 109.85 Acres                |  |              | 6,732 |                 |   |                  |  |   | 6,550        |   |  | 8.00         |      |  | 12/07 |    
|Sheffield Village(2) |  | Grand Prairie, TX  |  | 13.9 Acres                  |  |              | 975   |                 |   | 975               |  |   | 94           |   |  | 7.75         | (1)  |  | 03/07 |    
|West End(2)          |  | Dallas, TX         |  | 6.324 Acres                 |  |              | 2,000 |                 |   |                  |  |   | 1,951        |   |  | 7.25         | (1)  |  | 01/07 | (4)
|West End(2)          |  | Dallas, TX         |  | 5.498 Acres                 |  |              | 2,000 |                 |   |                  |  |   | 1,842        |   |  | 8.00         | (1)  |  | 06/07 |    

---

|(1) |  | Variable rate.
|--- |  | --------------

|(2) |  | Drawn on TCIs $10 million line of credit for land acquisition and financing.
|--- |  | -----------------------------------------------------------------------------

|(3) |  | IORI purchased the Centura Land for $6.7 million. See Note 8. RELATED PARTIES.
|--- |  | --------------------------------------------------------------------------------

|(4) |  | Loan was paid off in November 2005 from a partial sale.
|--- |  | -------------------------------------------------------



68



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In 2004, TCI financed/refinanced the following properties:



|                                |  |                    |  |                            |  |              |        |     |                 |   |                   |  |   |              |   |  |              |     |  |       |    
|------------------------------- |  | ------------------ |  | -------------------------- |  | ------------ | ------ | --- | --------------- | - | ----------------- |  | - | ------------ | - |  | ------------ | --- |  | ----- | ---
|Property                        |  | Location           |  | Sq. Ft./Units/ Rooms/Acres |  | DebtIncurred |        |     | Debt Discharged |   | Net Cash Received |  |   | InterestRate |   |  | MaturityDate |    
|Apartments                      |  |                    |  |                            |  |              |        |     |                 |   |                   |  |   |              |   |  |              |     |  |       |    
|Mountain Plaza                  |  | El Paso, TX        |  | 188 Units                  |  | $            | 5,184  |     |                 | $ | 4,257             |  | $ | 370          |   |  | 5.16         | %   |  | 12/34 |    
|Paramount Terrace               |  | Amarillo, TX       |  | 181 Units                  |  |              | 3,176  |     |                 |   | 2,663             |  |   | 323          |   |  | 5.15         |     |  | 06/37 |    
|Treehouse                       |  | Irving, TX         |  | 160 Units                  |  |              | 5,780  |     |                 |   | 5,027             |  |   | 138          |   |  | 5.06         |     |  | 07/34 |    
|                                |  |                    |  |                            |  |              |       
|Office Buildings                |  |                    |  |                            |  |              |        |     |                 |   |                   |  |   |              |   |  |              |     |  |       |    
|1010 Common                     |  | New Orleans, LA    |  | 494,579 Sq. Ft.            |  |              | 16,250 | (3) |                 |   | 8,000             |  |   | 7,829        |   |  | 4.03         | (1) |  | 07/07 |    
|225 Baronne                     |  | New Orleans, LA    |  | 416,834 Sq. Ft.            |  |              | 500    | (4) |                 |   |                  |  |   |             |   |  | 5.75         | (1) |  | 10/05 |    
|Amoco                           |  | New Orleans, LA    |  | 378,244 Sq. Ft.            |  |              | 1,500  | (4) |                 |   |                  |  |   |             |   |  | 5.75         | (1) |  | 10/05 |    
|Centura Tower                   |  | Farmers Branch, TX |  | 410,901 Sq. Ft.            |  |              | 34,000 | (5) |                 |   | 36,889            |  |   | (4,588       | ) |  | 5.50         | (1) |  | 04/04 |    
|Centura Tower(2)                |  | Farmers Branch, TX |  | 410,901 Sq. Ft.            |  |              | 3,800  | (5) |                 |   |                  |  |   | 3,737        |   |  | 5.75         | (1) |  | 04/06 |    
|Centura Tower                   |  | Farmers Branch, TX |  | 410,901 Sq. Ft.            |  |              | 50,000 |     |                 |   | 37,594            |  |   | 2,989        |   |  | 4.94         |     |  | 10/09 |    
|                                |  |                    |  |                            |  |              |       
|Warehouses                      |  |                    |  |                            |  |              |        |     |                 |   |                   |  |   |              |   |  |              |     |  |       |    
|Addison Hangers I & II(6)       |  | Addison, TX        |  | 52,650 Sq. Ft.             |  |              | 4,500  |     |                 |   | 2,592             |  |   | 1,635        |   |  | 10.00        |     |  | 09/14 |    
|                                |  |                    |  |                            |  |              |       
|Hotels                          |  |                    |  |                            |  |              |        |     |                 |   |                   |  |   |              |   |  |              |     |  |       |    
|City Suites                     |  | Chicago, IL        |  | 45 Rooms                   |  |              | 3,640  |     |                 |   |                  |  |   | 3,548        |   |  | 6.75         | (1) |  | 09/09 |    
|Majestic Inn                    |  | San Francisco, CA  |  | 57 Rooms                   |  |              | 2,000  | (4) |                 |   | 5,138             |  |   | (1,278       | ) |  | 5.75         | (1) |  | 10/05 |    
|Willows                         |  | Chicago, IL        |  | 52 Rooms                   |  |              | 3,500  |     |                 |   |                  |  |   | 3,411        |   |  | 6.75         | (1) |  | 09/09 |    
|                                |  |                    |  |                            |  |              |       
|Land                            |  |                    |  |                            |  |              |        |     |                 |   |                   |  |   |              |   |  |              |     |  |       |    
|Centura                         |  | Farmers Branch, TX |  | 8.753 Acres                |  |              | 4,485  |     |                 |   | 4,400             |  |   | (183         | ) |  | 7.00         | (1) |  | 02/05 | (8)
|Cooks Lane                      |  | Fort Worth, TX     |  | 23.242 Acres               |  |              | 550    |     |                 |   |                  |  |   | 527          |   |  | 6.25         |     |  | 11/06 |    
|Hollywood, Dominion & Mira Lago |  | Farmers Branch, TX |  | 66.085 Acres               |  |              | 6,985  |     |                 |   | 6,222             |  |   | (67          | ) |  | 7.00         | (1) |  | 02/05 | (9)
|Lacy Longhorn                   |  | Farmers Branch, TX |  | 17.115 Acres               |  |              | 1,965  | (3) |                 |   |                  |  |   | 78           |   |  | 4.03         | (1) |  | 07/07 |    
|Marine Creek                    |  | Fort Worth, TX     |  | 28.437 Acres               |  |              | 1,785  | (3) |                 |   |                  |  |   | 1,746        |   |  | 4.03         | (1) |  | 07/07 |    

---

|(1) |  | Variable rate.
|--- |  | --------------

|(2) |  | 2ndlien advance on Centura Tower.
|--- |  | ---------------------------------

|(3) |  | The 1010 Common office building, certain tracts of Marine Creek and the Lacy Longhorn land are cross collateralized.
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(4) |  | The Majestic Inn, 225 Baronne office building and Amoco office building are cross collateralized. The debt incurred by 225 Baronne and Amoco are 2ndlien loans.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Debt was paid off by September 2004 refinancing.
|--- |  | ------------------------------------------------

|(6) |  | The Addison Hangers were sold in September 2004 to a third party but were then leased back for 10 years on a triple net lease basis. This transaction has been recorded as a
financing transaction for accounting purposes.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | The Hollywood Casino, Dominion and Mira Lago tracts are cross collateralized.
|--- |  | -----------------------------------------------------------------------------

|(8) |  | Debt was paid off in February 2005.
|--- |  | -----------------------------------

|(9) |  | Debt was extended to February 2006.
|--- |  | -----------------------------------



|NOTE 8. | RELATED PARTY TRANSACTIONS
|------- | --------------------------

Throughout the period in which TCI qualified as a REIT for tax purposes, TCI charged rent to Regis Hotel Corporation, a related party, for TCIs four hotel properties that were managed by Regis Hotel Corporation. As of
December 31, 2000, when TCI no longer qualified as a REIT, the receivable from these rents totaled $2.1 million. During 2004 and 2005, this receivable was reduced by management fees earned by Regis Hotel Corporation. As of
December 31, 2004 and 2005, the receivable from Regis Hotel Corporation was $1.4 million and $1.1 million, respectively.



69



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In December 2003, TCIs Board of Directors approved the payment to Regis of a six percent
(6.0%) construction management fee on all construction projects in progress at December 31, 2003, to be applied to all construction costs incurred during 2003 on each project. Construction management fees of $1.7 million for 2005 and $5.6
million for 2004 were treated as reductions in the affiliate receivable balance from Prime.

In December 2003, TCI sold six properties to
subsidiaries of Unified Housing Foundation, Inc. (UHF), a Texas Non-Profit 501(c)3 Corporation. TCI sold 10.72 acres of Marine Creek land for $1.5 million, the Limestone at Vista Ridge apartments for $19.0 million, the Cliffs of El
Dorado apartments for $13.4 million, the Limestone Canyon apartments for $18.0 million, the Sendero Ridge apartments for $29.4 million, and Tivoli apartments for $16.1 million. All of the transactions included the assumption of debt and notes
receivable for seller financing to TCI for the remainder of the purchase price. Ted Stokely, Chairman of the Board of TCI, is the General Manager of UHF. Richard Humphrey, who is employed by Regis Realty I, LLC, an affiliate, is Senior Vice
President of UHF. Due to UHF being considered a related party to TCI and TCI having continued involvement and control of these entities, these transactions have not been recorded as sales. Instead, these transactions will be accounted for on the
deposit method and the properties and corresponding debt will continue to be consolidated by TCI. All of these transactions were approved by TCIs Board of Directors. Mr. Stokely abstained from voting on all of these transactions. The
loans on Limestone Canyon apartments, Limestone at Vista Ridge apartments and Tivoli apartments were approved by their prospective lenders for transfer to the purchasing entities. TCI has guaranteed the loans on both of these transfers. Also, Marine
Creek land and the Cliffs of El Dorado apartments were recognized as sales during 2004. See NOTE 2. REAL ESTATE. Management is currently seeking lender approval on the transfer of the note associated with the Sendero Ridge apartments.

In January 2004, TCI purchased 14.216 acres of land from ARI with a net purchase price of $2.6 million, decreasing the affiliate
receivable balance from Prime by $2.6 million.

In February 2004, TCI incurred a debt for $1.0 million used for the purchase of land by
ARI, increasing the affiliate receivable balance from Prime by $1.0 million.

Also in February 2004, TCI recorded the sale of a tract of
Marine Creek land originally sold to a related party in December 2003. This transaction was not recorded as a sale for accounting purposes in December 2003 and was recorded as a TCI refinancing transaction in February 2004. TCI received $1.2 million
in cash from the related party in February 2004 as payment on the land. TCI had a note receivable balance of $270,000 remaining that bore interest at 6.00%, required quarterly payments from available surplus cash, and was due in December 2007. TCI
recorded the sale of the Marine Creek land tract due to the payment received on the note receivable. See Note 3. NOTES AND INTEREST RECEIVABLE.

In May 2004, TCI purchased the Treehouse Apartments from an affiliate with a net purchase price of $7.5 million for the assumption of debt and a note receivable, less cash received of $498,000. The note
receivable was from the sale of the Cliffs of El Dorado Apartments to a related party in 2003. At that time, the sale of the Cliffs of El Dorado Apartments was not recorded as a sale for accounting purposes. TCI recorded the sale of the Cliffs of El
Dorado in May 2004 due to full payment received for the Cliffs of El Dorado note receivable.

In June 2004, TCI purchased 17.115 acres of
land from ARI with a net purchase price of $4.5 million, reducing the affiliate receivable balance from Prime by $4.5 million.

Also in
June 2004, TCI sold apartments to ARI with a net purchase price of $5.0 million, increasing the affiliate receivable balance from Prime by $5.0 million.

Again in June 2004, TCI refinanced an office building and two parcels of land. TCI paid-off an existing note payable for ARI for $1.9 million, increasing the affiliate receivable balance from Prime by $1.9 million.



70



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In September 2004, TCI sold 9.96 acres of land to an affiliate for a purchase price of $720,000 for a
note receivable. Due to no cash received and common control, TCI has elected to account for this sale on the deposit method until the requirements for a sale have been met. No sale was recognized and no note receivable has been recorded for this
transaction.

In December 2004, TCI purchased five tracts of land from ARI, including the LCLLP tract (45.49 acres); the Payne tract (268
acres), of which TCI owns a 50% Tenant-In-Common interest; the Rochelle I tract (10.096 acres); the Rochelle II tract (21.269 acres); and the Valley Ranch tract (29.9 acres) for $39.1 million, including the assumption of debt and a reduction to the
affiliate receivable balance from Prime of $29.1 million.

In June 2005, TCI purchased a subsidiary of a related party for $4.1 million,
decreasing the affiliate receivable by $4.1 million.

In August 2005, TCI sold 8.753 acres to an affiliate for $6.7 million. For a period
of one year following closing and 90 days thereafter, the buyer has the right to convey the land to TCI for the original sales price, plus a 12% preferred return per annum accruing from the closing date. This transaction has been treated as a
financing by TCI, with a note payable of $6.7 million recorded.

During 2002, TCIs Board of Directors authorized the Chief Financial
Officer of the Company to advance funds either to or from the Company, through BCM (then the advisor to the Company), in an amount up to $15.0 million, on the condition that such advances shall be repaid in cash or transfers of assets within 90
days. These advances are unsecured, generally have not had specific repayment terms, and have been reflected in TCIs financial statements as other assets or other liabilities. Several property transfers from BCM or Prime were made during 2005
and 2004 to reduce the affiliate balance. Each of these transactions was approved by TCIs Board of Directors. Effective July 1, 2005, TCI and the advisor agreed to charge interest on the outstanding balance of funds advanced to or from
TCI. The interest rate, set at the beginning of each quarter, is the prime rate plus 1% on the average daily cash balances advanced.

Affiliate receivable with Regis Hotel Corporation are included within Other Assets and the affiliate payable to Prime and IORI is included within Other Liabilities in the accompanying consolidated balance sheet. Prime replaced BCM as the
contractual advisor in July 2003 and assumed all of BCMs affiliate balances and obligations from TCI. The following table reconciles the beginning and ending balances of affiliate receivables (payables) as of December 31, 2005.



|                                       |  |       |         |   |      |   |      |  
|-------------------------------------- |  | ----- | ------- | - | ---- | - | ---- | -
|                                       |  | Prime |         |   | IORI |  
|Balance, December 31, 2004             |  | $     | (829    | ) |      | $ | (260 | )
|Cash transfers                         |  |       | 56,046  |   |      |   |     |  
|Cash repayments                        |  |       | (59,078 | ) |      |   | 260  |  
|Repayments through property transfers  |  |       | (11,638 | ) |      |   |     |  
|Fees payable to affiliates             |  |       | (4,340  | ) |      |   |     |  
|Insurance proceeds received by Advisor |  |       | 8,182   |   |      |   |     |  
|Repayment for income tax reimbursement |  |       |        |   |      |   |     |  
|Payables clearing through Prime        |  |       | (10     | ) |      |   |     |  
|                                       |  |       |         |   |      |   |      |  
|Balance, December 31, 2005             |  | $     | (11,667 | ) |      | $ |     |  
|                                       |  |       |         |   |      |   |      |  

Other Assets includes $1.1 million due from Regis Hotel Corporation, a related party. In addition,
TCI owes $3.0 million to Prime and Regis Property Management for management fees, brokerage sales and acquisition commissions, and refinancing fees.



71



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Returns on Metra Properties.    In April 2002, TCI sold 12 apartment
properties to partnerships controlled by Metra Capital, LLC (Metra). Innovo Group, Inc. (Innovo) is a limited partner in the partnerships that purchased the properties. Joseph Mizrachi, then a Director of ARI, a related
party, controlled approximately 11.67% of the outstanding common stock of Innovo. Management determined to treat the sales as financing transactions, and TCI continued to report the assets and the new debt incurred by Metra on its financial
statements. The partnership agreements for each of these partnerships state that the Metra Partners, as defined, receive cash flow distributions at least quarterly in an amount sufficient to provide them with a 15% cumulative compounded annual rate
of return on their invested capital, as well as a cumulative compounded annual amount of 0.50% of the average outstanding balance of the mortgage indebtedness secured by any of these properties. These distributions to the Metra Partners have
priority over distributions to any other partners. In August 2004, ARI, TCI, and IORI instituted an action in Texas State District Court regarding the transaction. During April 2005, resolution of the litigation occurred, settling all liabilities
remaining from the original partnership arrangements which included a return of investor equity, cessation of preferential returns, prospective asset management fees and miscellaneous fees and transactions costs from the Plaintiffs as a prepayment
of a preferred return, along with a delegation of management and corresponding payment of management fees to Prime, and a motion to dismiss the action as a part of the resolution. Of the prepayment, the Company recognized expenses of $462,000 and a
reduction in liabilities of $2.1 million during the second quarter of 2005.



|NOTE 9. | PREFERRED STOCK
|------- | ---------------

TCIs
Series A Cumulative Convertible Preferred Stock consists of a maximum of 6,000 shares with a par value of $.01 per share and a liquidation preference of $100.00 per share. Dividends are payable at the rate of $5.00 per year or $1.25 per quarter to
stockholders of record on the 15thday of each March, June, September and December when and as declared by the Board
of Directors. The Series A Preferred Stock may be converted after November 1, 2003, into Common Stock at the daily average closing price of the Common Stock for the prior five trading days. At December 31, 2002 and 2001, 5,829 shares of
Series A Preferred Stock were issued and outstanding. On November 13, 2003, the 5,829 shares of Series A Preferred Stock outstanding were converted into 41,075 share of TCI common stock. The Series A Preferred Stock was eliminated on
November 21, 2003.

In conjunction with the purchase of the Baywalk, Island Bay and Marina Landing Apartments, TCI issued 30,000
shares of Series C Preferred Stock. TCIs Series C Cumulative Convertible Preferred Stock consists of a maximum of 30,000 shares with a liquidation preference of $100.00 per share. Dividends are payable at the annual rate of $5.00 per share or
$1.25 per quarter through September 2002, then $6.00 per share annually or $1.50 per quarter through September 2003, then $7.00 per share annually or $1.75 per quarter thereafter. After September 30, 2006, the Series C Preferred Stock may be
converted into Common Stock at 90.0% of the daily average closing price of the Common Stock for the prior five trading days. The Series C Preferred Stock is redeemable for cash at any time at the option of TCI. At December 31, 2005, 30,000
shares of Series C Preferred Stock were issued and outstanding.

NOTE 10.DIVIDENDS

TCI paid no dividends on its Common Stock in 2005, 2004 or 2003. The payment of dividends, if any, will be determined by the Board of Directors in light
of conditions then existing, including the Companys financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board of Directors.

NOTE 11.STOCK OPTIONS

In October 2000, TCIs stockholders approved the 2000 Stock Option Plan (2000 Plan). The 2000 Plan is administered by the Stock Option Committee, which currently consists of two Independent Directors
of TCI. The



72



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



exercise price per share of an option will not be less than 100% of the fair market value per share on the date of grant thereof. As of December 31,
2005, TCI had 300,000 shares of Common Stock reserved for issuance under the 2000 Plan. No options have been granted under the 2000 Plan.

In October 2000, TCIs stockholders approved the Directors Stock Option Plan (the Directors Plan) which provides for options to purchase up to 140,000 shares of TCIs Common Stock. Options granted pursuant
to the Directors Plan are immediately exercisable and expire on the earlier of the first anniversary of the date on which a Director ceases to be a Director or 10 years from the date of grant. Each Independent Director was granted an option to
purchase 5,000 Common shares at an exercise price of $14.875 per share on October 10, 2000, the date stockholders approved the plan. On January 1, 2005, 2004 and 2003, each Independent Director was granted an option to purchase 5,000
Common shares. The exercise price was $14.25, $16.73 and $17.64 per Common shares for 2005, 2004 and 2003, respectively. Each Independent Director will be awarded an option to purchase an additional 5,000 shares on January 1 of each year. On
December 15, 2005, the Board of Directors terminated the Directors Plan.



|                            |  |                 |   |      |               |       |                 |        |               |   |      
|--------------------------- |  | --------------- | - | ---- | ------------- | ----- | --------------- | ------ | ------------- | - | -----
|                            |  | 2005            |   | 2004
|                            |  | Numberof Shares |   |      | ExercisePrice |       | Numberof Shares |        | ExercisePrice
|Outstanding at January 1,   |  | 30,000          |   |      | $             | 17.19 |                 | 15,000 |               | $ | 17.64
|Granted                     |  | 20,000          |   |      |               | 14.25 |                 | 15,000 |               |   | 16.73
|Exercised                   |  |                |   |      |               |      |                 |       |               |   |     
|Canceled                    |  | (10,000         | ) |      |               | 17.19 |                 |       |               |   |     
|                            |  |                 |   |      |               |       |                 |        |               |   |      
|Outstanding at December 31, |  | 40,000          |   |      | $             | 16.01 |                 | 30,000 |               | $ | 17.19
|                            |  |                 |   |      |               |       |                 |        |               |   |      

NOTE 12.ADVISORY AGREEMENT

Basic Capital Management, Inc. (BCM) served as advisor to TCI from March 28, 1989 to June 30, 2003. Effective July 1, 2003, BCM
was replaced as contractual advisor to TCI by Prime Asset Management, Inc., (PAMI). PAMI is owned by Realty Advisors (80.0%) and Syntek West (20.0%), related parties. Syntek West is owned by Gene E. Phillips. Effective
August 18, 2003, PAMI changed its name to Prime Income Asset Management, Inc., (PIAMI). On October 1, 2003, Prime Income Asset Management, LLC (Prime), which is owned 100% by PIAMI, replaced PIAMI as the advisor to
TCI. Realty Advisors, Inc. is owned by a trust for the benefit of the children of Gene E. Phillips. Mr. Phillips is not an officer or director of BCM or PIAMI or Prime, but serves as a representative of the trust, is involved in daily
consultation with the officers of Prime and has significant influence over the conduct of Primes business, including the rendering of advisory services and the making of investment decisions for itself and for TCI.

Under the Advisory Agreement, Prime is required to annually formulate and submit for Board approval a budget and business plan containing a twelve-month
forecast of operations and cash flow, a general plan for asset sales and purchases, lending, foreclosure and borrowing activity and other investments. Prime is required to report quarterly to the Board on TCIs performance against the business
plan. In addition, all transactions require prior Board approval unless they are explicitly provided for in the approved business plan or are made pursuant to authority expressly delegated to Prime by the Board.

The Advisory Agreement also requires prior Board approval for the retention of all consultants and third party professionals, other than legal counsel.
The Advisory Agreement provides that Prime shall be deemed to be in a fiduciary relationship to the stockholders and contains a broad standard governing Primes liability for losses incurred by TCI.



73



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Advisory Agreement provides for Prime to be responsible for the day-to-day operations and to
receive an advisory fee comprised of a gross asset fee of .0625% per month (.75% per annum) of the average of the gross asset value (total assets less allowance for amortization, depreciation or depletion and valuation reserves), and an annual
net income fee equal to 7.5% of net income, after certain adjustments.

The Advisory Agreement also provides for Prime to receive an annual
incentive sales fee. Prime or an affiliate of Prime is to receive an acquisition commission for supervising the purchase or long-term lease of real estate. Prime or an affiliate of Prime is also to receive a mortgage brokerage and equity refinancing
fee for obtaining loans to or refinancing of TCIs properties. In addition, Prime receives reimbursement of certain expenses incurred by it, in the performance of advisory services for TCI.

The Advisory Agreement requires Prime or any affiliate of Prime to pay to TCI one-half of any compensation received from third parties with respect to
the origination, placement or brokerage of any loan made by TCI.

Under the Advisory Agreement, all or a portion of the annual advisory fee
must be refunded if the Operating Expenses of TCI (as defined in the Advisory Agreement) exceed certain limits specified in the Advisory Agreement. In 2003 and 2005, Prime was required to refund to TCI $1.3 million and $2.4 million of Primes
advisory fees. Prime was not required to refund any of its 2004 advisory fees.

Additionally, if management were to request that Prime
render services other than those required by the Advisory Agreement, Prime or an affiliate of Prime would be separately compensated for such additional services on terms to be agreed upon from time to time. As discussed in NOTE 13. PROPERTY
MANAGEMENT, Triad Realty Services, Ltd. (Triad), an affiliate of Prime, provides property management services and as discussed in NOTE 14. REAL ESTATE BROKERAGE. Since January 1, 2003, Regis Realty I, LLC
(Regis I), a related party, provided, on a non-exclusive basis, brokerage services.

NOTE 13.PROPERTY
MANAGEMENT

Triad provides property management services for a fee of 6.0% or less of the monthly gross rents collected on
residential properties and 3.0% or less of the monthly gross rents collected on commercial properties under its management. Triad subcontracts with other entities for property-level management services at various rates. The general partner of Triad
is PIAMI. The limited partner of Triad is Highland Realty Services, Inc. (Highland), a related party. Triad subcontracts the property-level management and leasing of 22 of TCIs commercial properties (office buildings, shopping
centers and industrial warehouses) and three of its hotels to Regis I. Regis I receives property and construction management fees and leasing commissions in accordance with the terms of its property-level management agreement with Triad. Since
January 1, 2003, Regis Hotel I, LLC has managed TCIs three hotels. The sole member of Regis I and Regis Hotel I, LLC is Highland.

During 2003, 2004 and 2005, Regis I provided construction management services for TCIs properties under construction. Regis I charged fees of 6.0% of certain construction costs. Those fees totaled $4.1 million, $5.6 million and
$1.7 million for 2003, 2004 and 2005, respectively.

NOTE 14.REAL ESTATE BROKERAGE

Regis I also provides brokerage services on a non-exclusive basis and is entitled to receive a commission for property purchases and sales, in accordance
with a sliding scale of total brokerage fees to be paid by TCI.



74



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 15.ADVISORY FEES, PROPERTY MANAGEMENT FEES, ETC.

Revenue, fees and cost reimbursements to BCM or Prime and their affiliates:



|                                          |  |      |       |      |   |        |  |   |      
|----------------------------------------- |  | ---- | ----- | ---- | - | ------ |  | - | -----
|                                          |  | 2005 |       | 2004 |   | 2003  
|Fees:                                     |  |      |       |      |   |        |  |   |      
|Advisory fee                              |  | $    | 4,735 |      | $ | 6,733  |  | $ | 4,935
|Net income fee                            |  |      | 522   |      |   | 1,933  |  |   |     
|Property acquisition                      |  |      | 1,076 |      |   | 94     |  |   | 26   
|Mortgage brokerage and equity refinancing |  |      | 202   |      |   | 1,361  |  |   | 845  
|                                          |  |      |       |      |   |        |  |   |      
|                                          |  | $    | 6,535 |      | $ | 10,121 |  | $ | 5,806
|                                          |  |      |       |      |   |        |  |   |      
|Cost reimbursements                       |  | $    | 2,359 |      | $ | 2,181  |  | $ | 1,630
|                                          |  |      |       |      |   |        |  |   |      
|Rent revenue                              |  | $    | 56    |      | $ | 69     |  | $ | 175  
|                                          |  |      |       |      |   |        |  |   |      

Cost reimbursements incurred by BCM and Prime related to TCI and ARI are allocated based on the
relative market values of each companys assets.

Fees paid to Triad, an affiliate, Regis I and related parties:



|                                                             |  |      |       |      |   |        |  |   |      
|------------------------------------------------------------ |  | ---- | ----- | ---- | - | ------ |  | - | -----
|                                                             |  | 2005 |       | 2004 |   | 2003  
|Fees:                                                        |  |      |       |      |   |        |  |   |      
|Property acquisition                                         |  | $    | 2,452 |      | $ | 328    |  | $ | 91   
|Real estate brokerage                                        |  |      | 1,878 |      |   | 6,320  |  |   | 1,451
|Construction supervision                                     |  |      | 1,714 |      |   | 5,625  |  |   | 4,050
|Property and construction management and leasing commissions |  |      | 1,613 |      |   | 2,293  |  |   | 2,122
|                                                             |  |      |       |      |   |        |  |   |      
|                                                             |  | $    | 7,657 |      | $ | 14,566 |  | $ | 7,714
|                                                             |  |      |       |      |   |        |  |   |      

NOTE 16.INCOME TAXES

The company formerly qualified for tax treatment as a Real Estate Investment Trust (REIT), as defined by Sections 856 through 860 of the Internal Revenue
Code of 1986, as Amended (the Code). Effective during the third quarter of 2000, TCI no longer met these requirements due to a concentration of ownership. Under the Code, TCI is prohibited from re-qualifying for REIT status
for at least 5 years.

For 2005, TCI has taxable income before the use of operating loss carry forwards and owes alternative minimum tax
(AMT) of $424,000 for Federal tax purposes. This amount represents a credit toward regulr Federal income tax liabilities in future years. As management cannot determine that it is more likely than not that TCI will realize the benefit of the
deferred tax asset created by the payment of the AMT, a 100% valuation allowance has been established.

Effective January 1, 2004, the
company was eligible to file a consolidated return with ARI. Income tax expense for 2004, in the accompanying financial statement, has been calculated under an agreement, whereby TCI has agreed to reimburse ARI for the tax effect of TCIs net
income on the consolidated net income of ARI. Since in 2004, TCI had net income and ARI had net losses, TCI recorded a current tax liability in the amount of $12,500,000 based on the amount of ARI losses absorbed by TCIs taxable income
multiplied by the maximum statutory tax rate of 35%.



75



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Current income tax expense is attributable to:



|                                    |  |      |        |   |      |   |         |  
|----------------------------------- |  | ---- | ------ | - | ---- | - | ------- | -
|                                    |  | 2005 |        |   | 2004 |  
|Income from continuing operations   |  | $    | 802    |   |      | $ | 10,976  |  
|Income from discontinued operations |  |      | (1,226 | ) |      |   | (23,476 | )
|                                    |  |      |        |   |      |   |         |  
|                                    |  | $    | (424   | ) |      | $ | (12,500 | )
|                                    |  |      |        |   |      |   |         |  

There was no deferred tax (expense) benefit recorded for the period as a result of the uncertainty
of the future use of the deferred tax asset.

The Federal income tax expense differs from the amount computed by the applying the corporate
tax rate of 35% to the income before income taxes as follows:



|                                                                             |  |      |        |   |      |   |        |  
|---------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                             |  | 2005 |        |   | 2004 |  
|Computed expected income tax <benefit> expense                             |  | $    | 3,322  |   |      | $ | 12,200 |  
|Book to tax differences from partnerships not consolidated for tax purposes. |  |      | 265    |   |      |   | 4,300  |  
|Book to tax differences of depreciation and amortization                     |  |      | 729    |   |      |   | (4,000 | )
|Book to tax differences in gains on sale of property                         |  |      | 2,935  |   |      |   | 1,900  |  
|Use of Net Operating Loss carryforward                                       |  |      | (7,944 | ) |      |   | (1,200 | )
|Other                                                                        |  |      | 693    |   |      |   | (700   | )
|                                                                             |  |      |        |   |      |   |        |  
|                                                                             |  | $    |       |   |      | $ | 12,500 |  
|                                                                             |  |      |        |   |      |   |        |  
|Alternative Minimum Tax                                                      |  | $    | 424    |   |      | $ |       |  
|                                                                             |  |      |        |   |      |   |        |  

The tax effect of temporary differences that give rise to the deferred tax asset are as follows:



|                                 |  |      |         |   |      |   |         |  
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                 |  | 2005 |         |   | 2004 |  
|Net Operating Losses             |  | $    | 7,792   |   |      | $ | 14,852  |  
|AMT Carryforward Credits         |  |      | 1,347   |   |      |   | 923     |  
|Basis difference of:             |  |      |         |   |      |   |         |  
|Real Estate Holdings             |  |      | (7,797  | ) |      |   | (7,285  | )
|Notes Receivable                 |  |      | 4,711   |   |      |   | 2,721   |  
|Investments                      |  |      | (6,922  | ) |      |   | (2,720  | )
|Notes Payable                    |  |      | 22,791  |   |      |   | 27,866  |  
|Deferred Gains                   |  |      | 14,235  |   |      |   | 6,387   |  
|                                 |  |      |         |   |      |   |         |  
|Total                            |  |      | 36,157  |   |      |   | 42,744  |  
|Deferred Tax Valuation Allowance |  |      | (36,157 | ) |      |   | (42,744 | )
|                                 |  |      |         |   |      |   |         |  
|Net Deferred Tax Asset           |  | $    |        |   |      | $ |        |  
|                                 |  |      |         |   |      |   |         |  

TCI has prior tax net operating losses of approximately $39 million expiring through the year
2019.

TCIs tax basis in its net assets differs from the amount at which its net assets are reported for financial statement
purposes, principally due to the accounting for gains and losses on property sales, depreciation on owned properties and investments in joint venture partnerships. At December 31, 2005, TCIs tax basis in its net assets was exceeded by
their net basis for financial statement purposes by approximately $87.4 million and TCIs tax basis in its net liabilities was exceeded by their net basis for financial statement purposes by approximately $91.9 million. As a result, aggregate
future income for income tax purposes will be less than such amount for financial statement purposes by approximately $4.5 million. TCIs state income tax expense is included in general and administrative expenses on the Income Statement.



76



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 17.FUTURE MINIMUM RENTAL INCOME UNDER OPERATING LEASES

TCIS real estate operations include the leasing of commercial properties (office buildings, industrial warehouses and shopping centers). The
leases thereon expire at various dates through 2020. The following is a schedule of minimum future rents on non-cancelable operating leases at December 31, 2005:



|           |  |   |       
|---------- |  | - | ------
|2006       |  | $ | 21,519
|2007       |  |   | 16,145
|2008       |  |   | 12,975
|2009       |  |   | 10,471
|2010       |  |   | 6,841 
|Thereafter |  |   | 26,586
|           |  |   |       
|           |  | $ | 94,537
|           |  |   |       

NOTE 18.OPERATING SEGMENTS

Significant differences among the accounting policies of the operating segments as compared to the Consolidated Financial Statements principally involve
the calculation and allocation of general and administrative expenses. Management evaluates the performance of the operating segments and allocates resources to each of them based on their operating income and cash flow. Items of income that are not
reflected in the segments are interest, other income, gain on debt extinguishment, gain on condemnation award, equity in partnerships, and equity gains on sale of real estate totaling $7.0 million, $10.4 million and $16.4 million for 2005, 2004 and
2003, respectively. Expenses that are not reflected in the segments are provision for losses, advisory, net income and incentive fees, general and administrative, minority interests, foreign currency transaction loss and net loss from discontinued
operations before gains on sale of real estate totaling $17.7 million, $21.7 million and $19.7 million for 2005, 2004 and 2003, respectively. Excluded from operating segment assets are assets of $146.0 million at December 31, 2005 and
$141.8 million at December 31, 2004, which are not identifiable with an operating segment. There are no intersegment revenues and expenses and TCI conducted all of its business within the United States, with the exception of Hotel Akademia, a
161 room hotel in Wroclaw, Poland, which began operations in 2002. See NOTE 2. REAL ESTATE and NOTE 3. NOTES AND INTEREST RECEIVABLE.



77



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Presented below is the operating income of each operating segment and each segments assets for
the years 2005, 2004 and 2003.



|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|----------------------------------------- |  | ---- | ------- | - | --------------------- | - | -------- | ---------- |  | - | ------- | - |  | ----- | ------ | - |  | - | -------- | -
|                                          |  | Land |         |   | CommercialProperties  |   |          | Apartments |  |   | Hotels  |   |  | Total |       
|2005                                      |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Rents                                     |  | $    | 580     |   |                       | $ | 27,857   |            |  | $ | 67,714  |   |  | $     | 9,293  |   |  | $ | 105,444  |  
|Property operating expenses               |  |      | 2,713   |   |                       |   | 15,670   |            |  |   | 41,185  |   |  |       | 5,317  |   |  |   | 64,885   |  
|Depreciation                              |  |      | 31      |   |                       |   | 6,541    |            |  |   | 8,656   |   |  |       | 902    |   |  |   | 16,130   |  
|Interest                                  |  |      | 4,923   |   |                       |   | 7,448    |            |  |   | 25,950  |   |  |       | 1,608  |   |  |   | 39,929   |  
|Provision for asset impairment            |  |      | 1,840   |   |                       |   |         |            |  |   |        |   |  |       |       |   |  |   | 1,840    |  
|Gain on land sales                        |  |      | (7,702  | ) |                       |   |         |            |  |   |        |   |  |       |       |   |  |   | (7,702   | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Segment income (loss)                     |  | $    | (1,225  | ) |                       | $ | (1,802   | )          |  | $ | (8,077  | ) |  | $     | 1,466  |   |  | $ | (9,638   | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Real estate improvements and construction |  |      | 909     |   |                       |   | 2,514    |            |  |   | 53,303  |   |  |       | 41     |   |  |   | 56,767   |  
|Assets                                    |  |      | 212,357 |   |                       |   | 182,175  |            |  |   | 520,023 |   |  |       | 28,514 |   |  |   | 943,069  |  
|                                          |  |      |         |   |                      
|Property Sales                            |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Sales price                               |  | $    | 28,537  |   |                       | $ | 50,927   |            |  | $ | 19,750  |   |  | $     | 7,900  |   |  | $ | 107,114  |  
|Cost of sales                             |  |      | (13,492 | ) |                       |   | (31,089  | )          |  |   | (11,880 | ) |  |       | (4,628 | ) |  |   | (61,089  | )
|Deferral of gains on current period sales |  |      | (7,343  | ) |                       |   |         |            |  |   |        |   |  |       |       |   |  |   | (7,343   | )
|Recognition of previously deferred gains  |  |      |        |   |                       |   |         |            |  |   | (493    | ) |  |       |       |   |  |   | (493     | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Gain on sale                              |  | $    | 7,702   |   |                       | $ | 19,838   |            |  | $ | 8,363   |   |  | $     | 3,272  |   |  | $ | 39,175   |  
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|                                          |  |      |         |   |                      
|                                          |  | Land |         |   | CommercialProperties  |   |          | Apartments |  |   | Hotels  |   |  | Total |       
|2004                                      |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Rents                                     |  | $    | 564     |   |                       | $ | 24,499   |            |  | $ | 51,127  |   |  | $     | 7,414  |   |  | $ | 83,604   |  
|Property operating expenses               |  |      | 1,548   |   |                       |   | 15,574   |            |  |   | 31,713  |   |  |       | 4,375  |   |  |   | 53,210   |  
|Depreciation                              |  |      | 46      |   |                       |   | 7,833    |            |  |   | 7,093   |   |  |       | 1,742  |   |  |   | 16,714   |  
|Interest                                  |  |      | 3,736   |   |                       |   | 6,107    |            |  |   | 18,459  |   |  |       | 2,161  |   |  |   | 30,463   |  
|Provision for asset impairment            |  |      |        |   |                       |   | 1,722    |            |  |   |        |   |  |       |       |   |  |   | 1,722    |  
|Gain on land sales                        |  |      | (7,110  | ) |                       |   |         |            |  |   |        |   |  |       |       |   |  |   | (7,110   | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Segment income (loss)                     |  | $    | 2,344   |   |                       | $ | (6,737   | )          |  | $ | (6,138  | ) |  | $     | (864   | ) |  | $ | (11,395  | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Real estate improvements and construction |  |      | 410     |   |                       |   | 4,828    |            |  |   | 152,684 |   |  |       | 4,090  |   |  |   | 162,012  |  
|Assets                                    |  |      | 134,575 |   |                       |   | 127,528  |            |  |   | 480,492 |   |  |       | 35,933 |   |  |   | 778,528  |  
|                                          |  |      |         |   |                      
|Property Sales                            |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Sales price                               |  | $    | 32,550  |   |                       | $ | 205,725  |            |  | $ | 38,392  |   |  |       |        |   |  | $ | 276,667  |  
|Cost of sales                             |  |      | (24,859 | ) |                       |   | (143,826 | )          |  |   | (29,316 | ) |  |       |        |   |  |   | (198,001 | )
|Deferred gain on sale                     |  |      | (581    | ) |                       |   | (5,455   | )          |  |   | (2,172  | ) |  |       |        |   |  |   | (8,208   | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Gain on sale                              |  | $    | 7,110   |   |                       | $ | 56,444   |            |  | $ | 6,904   |   |  |       |        |   |  | $ | 70,458   |  
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|                                          |  |      |         |   |                      
|                                          |  | Land |         |   | Commercial Properties |   |          | Apartments |  |   | Hotels  |   |  | Total |       
|2003                                      |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Rents                                     |  | $    | 761     |   |                       | $ | 24,672   |            |  | $ | 36,217  |   |  | $     | 6,908  |   |  | $ | 68,558   |  
|Property operating expenses               |  |      | 2,167   |   |                       |   | 16,064   |            |  |   | 26,314  |   |  |       | 4,631  |   |  |   | 49,176   |  
|Depreciation                              |  |      | 45      |   |                       |   | 7,192    |            |  |   | 2,950   |   |  |       | 1,619  |   |  |   | 11,806   |  
|Interest                                  |  |      | 3,696   |   |                       |   | 5,707    |            |  |   | 9,857   |   |  |       | 1,967  |   |  |   | 21,227   |  
|Provision for asset impairment            |  |      | 198     |   |                       |   |         |            |  |   |        |   |  |       |       |   |  |   | 198      |  
|Gain on land sales                        |  |      | (1,641  | ) |                       |   |         |            |  |   |        |   |  |       |       |   |  |   | (1,641   | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Segment income (loss)                     |  | $    | (3,704  | ) |                       | $ | (4,291   | )          |  | $ | (2,904  | ) |  | $     | (1,309 | ) |  | $ | (12,208  | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Real estate improvements and construction |  |      | 322     |   |                       |   | 4,436    |            |  |   | 79,286  |   |  |       | 2,939  |   |  |   | 86,983   |  
|Assets                                    |  |      | 144,098 |   |                       |   | 252,319  |            |  |   | 351,699 |   |  |       | 34,211 |   |  |   | 782,327  |  
|                                          |  |      |         |   |                      
|Property Sales                            |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Sales price                               |  | $    | 11,807  |   |                       | $ | 40,994   |            |  | $ | 34,290  |   |  |       |        |   |  | $ | 87,091   |  
|Cost of sales                             |  |      | (8,450  | ) |                       |   | (31,232  | )          |  |   | (22,402 | ) |  |       |        |   |  |   | (62,084  | )
|Deferred gain on sale                     |  |      | (1,716  | ) |                       |   |         |            |  |   |        |   |  |       |        |   |  |   | (1,716   | )
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  
|Gain on sale                              |  | $    | 1,641   |   |                       | $ | 9,762    |            |  | $ | 11,888  |   |  |       |        |   |  | $ | 23,291   |  
|                                          |  |      |         |   |                       |   |          |            |  |   |         |   |  |       |        |   |  |   |          |  



78



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The tables below reconcile the segment information to the corresponding amounts in the Consolidated
Statements of Operations:



|                                             |  |      |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                             |  | 2005 |         |   | 2004 |   |         | 2003 | 
|Segment operating income (loss)              |  | $    | (9,638  | ) |      | $ | (11,395 | )    |  | $ | (12,208 | )
|Other non-segment items of income/(expense): |  |      |         |   |      |   |         |      |  |   |         |  
|General and administrative                   |  |      | (8,255  | ) |      |   | (9,279  | )    |  |   | (9,149  | )
|Advisory fees                                |  |      | (4,736  | ) |      |   | (6,733  | )    |  |   | (4,935  | )
|Interest income                              |  |      | 3,671   |   |      |   | 3,683   |      |  |   | 2,857   |  
|Gain/(loss) on foreign currency transaction  |  |      | 292     |   |      |   | 3,766   |      |  |   | (3,309  | )
|Provision for losses                         |  |      |        |   |      |   | 1,456   |      |  |   | (158    | )
|Discount on sale of note receivable          |  |      |        |   |      |   |        |      |  |   | (104    | )
|Net income fee                               |  |      | (522    | ) |      |   | (1,933  | )    |  |   |        |  
|Other income (expense) items                 |  |      | 370     |   |      |   | 555     |      |  |   | 13,019  |  
|Equity in earnings of investees              |  |      | 968     |   |      |   | (1,497  | )    |  |   | (4,291  | )
|Minority interests                           |  |      | (112    | ) |      |   | (1,194  | )    |  |   | 2,230   |  
|                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Loss from continuing operations              |  | $    | (17,962 | ) |      | $ | (22,571 | )    |  | $ | (16,048 | )
|                                             |  |      |         |   |      |   |         |      |  |   |         |  

NOTE 19.DISCONTINUED OPERATIONS

Effective January 1, 2002, TCI adopted Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which established a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. This statement requires that the operations related to properties that have been sold or
properties that are intended to be sold, be presented as discontinued operations in the statement of operations for all periods presented, and properties intended to be sold are to be designated as held for sale on the balance sheet.

For 2005, 2004 and 2003, income (loss) from discontinued operations relates to 13 operating properties sold in 2005 or to be sold in 2006,
22 operating properties sold during 2004 and 13 operating properties sold during 2003. The following table summarizes revenue and expense information for these properties sold.



|                                                                          |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                          |  | 2005 |        |   | 2004 |   |        | 2003 | 
|Revenue                                                                   |  |      |        |   |      |   |        |      |  |   |        |  
|Rental                                                                    |  | $    | 14,626 |   |      | $ | 36,052 |      |  | $ | 55,616 |  
|Property operations                                                       |  |      | 11,777 |   |      |   | 21,885 |      |  |   | 30,142 |  
|                                                                          |  |      |        |   |      |   |        |      |  |   |        |  
|                                                                          |  |      | 2,849  |   |      |   | 14,167 |      |  |   | 25,474 |  
|Expenses                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Interest                                                                  |  |      | 6,407  |   |      |   | 12,280 |      |  |   | 21,844 |  
|Depreciation                                                              |  |      | 553    |   |      |   | 5,865  |      |  |   | 9,055  |  
|                                                                          |  |      |        |   |      |   |        |      |  |   |        |  
|                                                                          |  |      | 6,960  |   |      |   | 18,145 |      |  |   | 30,899 |  
|                                                                          |  |      |        |   |      |   |        |      |  |   |        |  
|                                                                          |  |      |       
|Net loss from discontinued operations before gains on sale of real estate |  |      | (4,111 | ) |      |   | (3,978 | )    |  |   | (5,425 | )
|Gain on sale of real estate                                               |  |      | 31,473 |   |      |   | 63,348 |      |  |   | 21,650 |  
|Write-down of assets held-for-sale                                        |  |      | (1,580 | ) |      |   | (4,477 | )    |  |   | (4,357 | )
|Equity in investees gain on sale of real estate                           |  |      | 1,673  |   |      |   | 3,884  |      |  |   | 4,853  |  
|                                                                          |  |      |        |   |      |   |        |      |  |   |        |  
|Net income from discontinued operations                                   |  | $    | 27,455 |   |      | $ | 58,777 |      |  | $ | 16,721 |  
|                                                                          |  |      |        |   |      |   |        |      |  |   |        |  



79



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



NOTE 20.QUARTERLY RESULTS OF OPERATIONS

The following is a tabulation of TCIs quarterly results of operations for the years 2005 and 2004 (unaudited):



|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | -------- | - | ------ | ------------- |  | - | ------------ | - |  | - | ------- | -
|                                                                                      |  | Three Months Ended |       
|                                                                                      |  | March 31,          |        |   | June 30, |   |        | September 30, |  |   | December 31, |  
|2005                                                                                  |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Rents and other property revenues                                                     |  | $                  | 22,597 |   |          | $ | 24,834 |               |  | $ | 27,656       |   |  | $ | 30,357  |  
|Operating expenses                                                                    |  |                    | 21,485 |   |          |   | 23,154 |               |  |   | 23,846       |   |  |   | 25,521  |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Operating income                                                                      |  |                    | 1,112  |   |          |   | 1,680  |               |  |   | 3,810        |   |  |   | 4,836   |  
|Other income/(expense)                                                                |  |                    | (7,891 | ) |          |   | (7,721 | )             |  |   | (10,838      | ) |  |   | (11,508 | )
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Loss before gain on land sales, equity in earnings of investees and minority interest |  |                    | (6,779 | ) |          |   | (6,041 | )             |  |   | (7,028       | ) |  |   | (6,672  | )
|Gain on land sales                                                                    |  |                    | 10     |   |          |   | 2,394  |               |  |   | 2,331        |   |  |   | 2,967   |  
|Equity in earnings (loss) of investees                                                |  |                    | 1,191  |   |          |   | (45    | )             |  |   | (170         | ) |  |   | (8      | )
|Minority interests                                                                    |  |                    | 155    |   |          |   | (181   | )             |  |   | 33           |   |  |   | (119    | )
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Loss from continuing operations                                                       |  |                    | (5,423 | ) |          |   | (3,873 | )             |  |   | (4,834       | ) |  |   | (3,832  | )
|Income tax benefit                                                                    |  |                    |       |   |          |   |       |               |  |   |             |   |  |   | 802     |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net loss from continuing operations                                                   |  |                    | (5,423 | ) |          |   | (3,873 | )             |  |   | (4,834       | ) |  |   | (3,030  | )
|Discontinued operations, net of income tax                                            |  |                    | 9,771  |   |          |   | 206    |               |  |   | 1,207        |   |  |   | 15,045  |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss)                                                                     |  |                    | 4,348  |   |          |   | (3,667 | )             |  |   | (3,627       | ) |  |   | 12,015  |  
|Preferred dividend requirement                                                        |  |                    | (53    | ) |          |   | (52    | )             |  |   | (53          | ) |  |   | (52     | )
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss) attributable to Common shares                                       |  | $                  | 4,295  |   |          | $ | (3,719 | )             |  | $ | (3,680       | ) |  | $ | 11,963  |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Earnings (Loss) Per Share                                                             |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss) from continuing operations                                          |  | $                  | (.69   | ) |          | $ | (.50   | )             |  | $ | (.62         | ) |  | $ | (.39    | )
|Discontinued operations                                                               |  |                    | 1.24   |   |          |   | .03    |               |  |   | .15          |   |  |   | 1.90    |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss) applicable to Common shares                                         |  | $                  | .55    |   |          | $ | (.47   | )             |  | $ | (.47         | ) |  | $ | 1.51    |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|2004                                                                                  |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Rents and other property revenues                                                     |  | $                  | 19,645 |   |          | $ | 20,332 |               |  | $ | 21,703       |   |  | $ | 21,924  |  
|Operating expenses                                                                    |  |                    | 21,033 |   |          |   | 19,171 |               |  |   | 21,061       |   |  |   | 24,671  |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Operating income                                                                      |  |                    | (1,388 | ) |          |   | 1,161  |               |  |   | 642          |   |  |   | (2,747  | )
|Other income/(expense)                                                                |  |                    | (6,736 | ) |          |   | (4,340 | )             |  |   | (5,886       | ) |  |   | (7,696  | )
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Loss before gain on land sales, equity in earnings of investees and minority interest |  |                    | (8,124 | ) |          |   | (3,179 | )             |  |   | (5,244       | ) |  |   | (10,443 | )
|Gain on land sales                                                                    |  |                    | 2,106  |   |          |   |       |               |  |   | 747          |   |  |   | 4,257   |  
|Equity in earnings (loss) of investees                                                |  |                    | (570   | ) |          |   | (940   | )             |  |   | (197         | ) |  |   | 210     |  
|Minority interests                                                                    |  |                    | (324   | ) |          |   | (389   | )             |  |   | (154         | ) |  |   | (327    | )
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Loss from continuing operations                                                       |  |                    | (6,912 | ) |          |   | (4,508 | )             |  |   | (4,848       | ) |  |   | (6,303  | )
|Income tax benefit                                                                    |  |                    |       |   |          |   |       |               |  |   |             |   |  |   | 10,976  |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net loss from continuing operations                                                   |  |                    | (6,912 | ) |          |   | (4,508 | )             |  |   | (4,848       | ) |  |   | 4,673   |  
|Discontinued operations, net of income tax                                            |  |                    | 8,976  |   |          |   | 1,519  |               |  |   | (5,730       | ) |  |   | 30,536  |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss)                                                                     |  |                    | 2,064  |   |          |   | (2,989 | )             |  |   | (10,578      | ) |  |   | 35,209  |  
|Preferred dividend requirement                                                        |  |                    | (53    | ) |          |   | (52    | )             |  |   | (53          | ) |  |   | (52     | )
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss) attributable to Common shares                                       |  | $                  | 2,011  |   |          | $ | (3,041 | )             |  | $ | (10,631      | ) |  | $ | 35,157  |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Earnings (Loss) Per Share                                                             |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss) from continuing operations                                          |  | $                  | (.86   | ) |          | $ | (.56   | )             |  | $ | (.60         | ) |  | $ | .56     |  
|Discontinued operations                                                               |  |                    | 1.11   |   |          |   | .19    |               |  |   | (.71         | ) |  |   | 3.77    |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  
|Net income (loss) applicable to Common shares                                         |  | $                  | .25    |   |          | $ | (.37   | )             |  | $ | (1.31        | ) |  | $ | 4.33    |  
|                                                                                      |  |                    |        |   |          |   |        |               |  |   |              |   |  |   |         |  



80



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Quarterly results presented differ from those previously reported in TCIs Form 10-Q due to the
reclassification of the operations of properties sold or held for sale to discontinued operations in accordance with SFAS 144.

NOTE
21.CORRECTION OF ACCOUNTING ERROR IN PRIOR PERIOD

Subsequent to March 31, 2004, but prior to
filing the Form 10-Q for the quarter ended June 30, 2004, TCI discovered an error in the depreciation calculation for a shopping center TCI had purchased in March 2003 for $8.7 million. The amount subject to depreciation was $7.8 million and
was to be depreciated straight-line over 40 years or 480 months. Instead, the property was depreciated over 40 months instead of 480 months, resulting in depreciation expense being overstated by $1.8 million for 2003. The Consolidated Statements of
Operations for the year ending December 31, 2003, reflects the correction of the impact of this error on depreciation expense of $1.8 million. The Consolidated Statement of Stockholders Equity for December 31, 2003 has been revised
to reflect the correction of the error through a decrease in the December 31, 2003 balance of accumulated deficit and total stockholders equity of $1.8 million. All 2003 schedules in this Form 10-K reflect the prior period adjustment
discussed in this note. TCI does not intend to restate any previously issued Form 10-Q or Form 10-K for previous periods because, in the opinion of management, the effect is not material to the results of operations for any period previously
reported on.

NOTE 22.DERIVATIVE FINANCIAL INSTRUMENTS

During the first quarter of 2002, TCI entered into an interest rate swap agreement with a bank. This agreement contains a notional amount of $12.8 million
and requires TCI to pay the bank a fixed rate of 4.3%, and requires the bank to pay to TCI based on the 30 day LIBOR rate. This agreement was entered in order to effectively fix the rate on TCIs debt associated with the Limestone Canyon
property. In December 2003, TCI sold the Limestone Canyon apartments to UHF, a related party. The swap agreement expired on December 9, 2004.

TCI has not designated the interest rate swap agreement as a hedge, as defined within Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, and as such,
changes in the fair value of the swap agreement are recognized in earnings during the period of change and reflected in the statement of operations as interest expense.

NOTE 23.COMMITMENTS AND CONTINGENCIES AND LIQUIDITY

In
February 1990, TCI, together with National Income Realty Trust, CMET and IORI, three real estate entities which, at the time, had the same officers, directors or trustees and advisor as TCI, entered into a settlement (the Settlement) of
a class and derivative action entitled Olive et al. v. National Income Realty Trust et al. (the Olive Litigation), relating to the operation and management of each of the entities. On April 23, 1990, the Court granted final
approval of the terms of the Settlement. The Settlement was modified in 1994 (the Modification), which was amended on January 27, 1997, by Amendment to the Modification, effective January 9, 1994 (the First
Amendment).

In October 2000, plaintiffs counsel asserted that loans made by TCI to BCM and American Realty Trust, Inc.
breached the Modification. The Board believes that the provisions of the Settlement, Modification and the First Amendment terminated on April 28, 1999. However, the Court ruled that certain provisions continue to be effective after the
termination date. This ruling was appealed by TCI and IORI.



81



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



On October 23, 2001, TCI, IORI and ARI jointly announced a preliminary agreement with the
plaintiffs legal counsel for complete settlement of all disputes in the lawsuit. In February 2002, the court granted final approval of the proposed settlement (the Second Amendment). Under the Second Amendment, the appeal was
dismissed with prejudice and ARI agreed to either (i) acquire all of the outstanding shares of IORI and TCI not currently owned by ARI for a cash payment or shares of ARI preferred stock or (ii) make a tender offer for all of the
outstanding common shares of IORI and TCI not currently owned by ARI. At that time, TCI had the same advisor as ARI and IORI. One of the directors of IORI also serves as a director for ARI and TCI.

On November 15, 2002, ARI commenced, through subsidiaries, a tender offer for shares of common stock of TCI and IORI. The price per share was $17.50
for TCI shares and $19.00 for IORI shares. The tender offers were completed on March 19, 2003. ARI acquired 265,036 IORI shares and 1,213,226 TCI shares. The completion of the tender offer fulfilled the obligations under the Second Amendment
and the Olive Litigation was dismissed with prejudice.

Partnership Obligations.    TCI is the limited partner
in 10 partnerships that are currently constructing residential properties. As permitted in the respective partnership agreements, TCI intends to purchase the interests of the general and any other limited partners in these partnerships subsequent to
the completion of these projects. The amounts paid to buyout the nonaffiliated partners are limited to development fees earned by the non-affiliated partners, and are set forth in the respective partnership agreements. The total amount of the
expected buyouts as of December 31, 2005 is approximately $2.2 million. TCI is a non-controlling general and limited partner in a real estate partnership and is obligated to fund approximately $1.1 million through June 30, 2006, for
certain partnership obligations.

Commitments.    In September 2005, TCI deposited $1.8 million with a seller
for the purchase of partnership and member interests in 14 separate apartments and apartment developments located in the Southeast. Each partnership or membership purchase will be closed separately, pending lender approval and other conditions.
TCIs total cash investment can be up to $3.6 million if all interests are purchased.

Liquidity.    Although management anticipates that TCI may generate excess cash from property operations in 2006, such excess, however, will not be sufficient to discharge all of TCIs debt obligations as
they become due. Management intends to selectively sell income producing real estate, refinance real estate and incur additional borrowings against real estate to meet its cash requirements.

Guarantees.    In February 2004, various subsidiaries of TCI guaranteed a $10 million line of credit for its parent, ARI. The
subsidiaries of TCI also pledged and assigned assets, in the form of securities and partnership interests in construction properties, as additional collateral for this line of credit.

In November 2004, TCI guaranteed the $13.0 million note payable on the Limestone Ranch Apartments purchased from TCI by a subsidiary of Unified Housing
Foundation, Inc. (UHF) in December 2003. TCI has guaranteed the payment obligations of the note balance, all interest accrued and payable, all other costs and fees associated with the note and any future collection expenses. The lender
approved the transfer of the note to UHFs subsidiary as part of this transaction.

In August 2005, TCI guaranteed the $10.0 million
note payable on the Tivoli Apartments purchased from TCI by a subsidiary of UHF in December 2003. TCI has guaranteed the payment obligations of the note balance, all interest accrued and payable, all other costs and fees associated with the note and
any future collection expenses. The lender approved the transfer of the note to UHFs subsidiary as part of this transaction.

In
September 2005, TCI guaranteed a loan of $1.6 million for a subsidiary of UHF. This loan is secured by a first lien on 22.3 acres of land held by the related party.



82



---

##### Table of Contents

##### Index to Financial Statements

TRANSCONTINENTAL REALTY INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In November 2005, TCI sold a note receivable for $1.1 million to a third party financial institution
for full face value and accrued interest. TCI has guaranteed the payment obligations of the note balance, all interest accrued and payable, all other costs and fees associated with the note and any future collection expenses.

In December 2005, TCI sold two note receivables for $8.9 million to a third party financial institution for full face value and accrued interest. TCI has
guaranteed the payment obligations of the note balance, all interest accrued and payable, all other costs and fees associated with the note and any future collection expenses.

Other Litigation.    TCI is also involved in various other lawsuits arising in the ordinary course of business. Management is
of the opinion that the outcome of these lawsuits will have no material impact on TCIs financial condition, results of operations or liquidity.

In January 2001, TCI exercised its option under the loan documents to extend the maturity date of three loans with a principal balance of $30.0 million secured by three office buildings in New Orleans, Louisiana. The
lender has disputed TCIs right to extend the loans. This dispute was the subject of litigation pending in the United States District Court for the Eastern District of Louisiana. On September 11, 2003, TCI settled with the lender. On
September 18, 2003, TCI paid $5.0 million to the lender, which gave TCI the right to retire the remaining debt outstanding on the three office buildings on or before December 10, 2003 for $20.0 million. TCI paid the remaining $20.0 million
on December 10, 2003, which resulted in a $4.4 million gain on extinguishment of debt. BCM also agreed to enter into a time sharing agreement with the lender for use of BCMs airplane for 200 hours. BCM requested that TCI reimburse BCM for
these costs at the rate of $2,750 per hour, which was approved by TCIs Board of Directors. TCI recorded $550,000 in 2003 in general and administrative expenses for this reimbursement to BCM.

NOTE 24.SUBSEQUENT EVENTS

Activities subsequent to December 31, 2005 not already reflected elsewhere in this 10-K are disclosed below.

In 2006, TCI purchased the following property:



|                        |  |                    |  |                |  |                |       |               |   |               |  |              |       |  |               |      |  |      
|----------------------- |  | ------------------ |  | -------------- |  | -------------- | ----- | ------------- | - | ------------- |  | ------------ | ----- |  | ------------- | ---- |  | -----
|Property                |  | Location           |  | Sq. Ft./ Acres |  | Purchase Price |       | Net Cash Paid |   | Debt Incurred |  | InterestRate |       |  | Maturity Date
|Land                    |  |                    |  |                |  |                |       |               |   |               |  |              |       |  |               |      |  |      
|Woodmont Fairway Office |  | Dallas, TX         |  | 5.866 Acres    |  | $              | 3,833 |               | $ | 1,014         |  | $            | 3,000 |  | 8.25          | %(1) |  | 01/07
|Woodmont Merit Drive    |  | Dallas, TX         |  | 9.28 Acres     |  |                | 4,560 |               |   | 1,868         |  |              | 2,964 |  |               |      |  |      
|Southwood 1394          |  | Tallahassee, FL    |  | 14.52 Acres    |  |                | 1,150 |               |   | 477           |  |              | 748   |  | 8.50          | (1)  |  | 02/08
|Valley Ranch 20         |  | Farmers Branch, TX |  | 20 Acres       |  |                | 4,673 |               |   | 1,892         |  |              | 3,038 |  | 8.50          | (1)  |  | 02/08

---

(1) Assumed Debt.

(2) Variable Interest Rate.

In 2006, TCI refinanced or financed the following property:



|             |  |             |  |                            |  |              |       |                 |   |                   |  |              |       |  |              |      |  |      
|------------ |  | ----------- |  | -------------------------- |  | ------------ | ----- | --------------- | - | ----------------- |  | ------------ | ----- |  | ------------ | ---- |  | -----
|Property     |  | Location    |  | Sq. Ft./Units/ Rooms/Acres |  | DebtIncurred |       | Debt Discharged |   | Net Cash Received |  | InterestRate |       |  | MaturityDate
|Apartments   |  |             |  |                            |  |              |       |                 |   |                   |  |              |       |  |              |      |  |      
|Hunters Glen |  | Midland, TX |  | 212 Units                  |  | $            | 2,475 |                 | $ | 1,804             |  | $            | 421   |  | 7.23         | %(1) |  | 02/09
|             |  |             |  |                            |  |              |      
|Land         |  |             |  |                            |  |              |       |                 |   |                   |  |              |       |  |              |      |  |      
|West End     |  | Dallas, TX  |  | 5.34 Acres                 |  |              | 9,000 |                 |   | 2,000             |  |              | 6,079 |  | 8.00         | (1)  |  | 03/07

---

|(1) |  | Variable rate.
|--- |  | --------------



83



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE III

TRANSCONTINENTAL REALTY INVESTORS, INC.

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2005



|                                      |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |          |                                                                   |                         |  |                     |        |  |              |        |  |   |       |  |      |     |  |       |  |           
|------------------------------------- |  | ---------------------- | ------ | ------------ | - | ---------------------------------------- |  | ------------ | --------------------------------------------- | ----- | - | ----- | ---- | - | ----------------------- | ---- | -------- | ----------------------------------------------------------------- | ----------------------- |  | ------------------- | ------ |  | ------------ | ------ |  | - | ----- |  | ---- | --- |  | ----- |  | ----------
|                                      |  |                        |        | Initial Cost |   | Cost CapitalizedSubsequent toAcquisition |  |              | Gross Amounts of Which Carried at End of Year |       |   |       |      |   |                         |      |          | Life onWhichDepreciationIn LatestStatementof Operationis Computed
|Property/Location                     |  | Encumbrances           |        | Land         |   | Building &Improvements                   |  | Improvements |                                               | Other |   |       | Land |   | Building & Improvements |      | (1)Total |                                                                   | AccumulatedDepreciation |  | Date ofConstruction |        |  | DateAcquired |       
|                                      |  | (dollars in thousands)
|Held for Investment:                  |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |          |                                                                   |                         |  |                     |        |  |              |        |  |   |       |  |      |     |  |       |  |           
|Apartments                            |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |          |                                                                   |                         |  |                     |        |  |              |        |  |   |       |  |      |     |  |       |  |           
|4400, Midland, TX                     |  | $                      | 972    |              | $ | 349                                      |  | $            | 1,396                                         |       | $ |      |      | $ |                        |      |          | $                                                                 | 349                     |  | $                   | 1,396  |  | $            | 1,745  |  | $ | 268   |  | 1981 |     |  | 04/98 |  | 40 years  
|Apple Lane, Lawrence, KS              |  |                        | 1,292  |              |   | 168                                      |  |              | 1,259                                         |       |   |      |      |   |                        |      |          |                                                                   | 168                     |  |                     | 1,259  |  |              | 1,427  |  |   | 195   |  | 1989 |     |  | 01/00 |  | 40 years  
|Arbor Point, Odessa, TX               |  |                        | 1,827  |              |   | 321                                      |  |              | 1,285                                         |       |   | 525   |      |   |                        |      |          |                                                                   | 321                     |  |                     | 1,810  |  |              | 2,131  |  |   | 801   |  | 1975 |     |  | 08/96 |  | 5-40 years
|Ashton Way, Midland, TX               |  |                        | 972    |              |   | 384                                      |  |              | 1,536                                         |       |   | 52    |      |   |                        |      |          |                                                                   | 384                     |  |                     | 1,588  |  |              | 1,972  |  |   | 376   |  | 1978 |     |  | 04/98 |  | 5-40 years
|Autumn Chase, Midland, TX             |  |                        | 1,152  |              |   | 141                                      |  |              | 1,265                                         |       |   |      |      |   |                        |      |          |                                                                   | 141                     |  |                     | 1,265  |  |              | 1,406  |  |   | 182   |  | 1985 |     |  | 04/00 |  | 40 years  
|Blue Lake Villas, Waxahachie, TX      |  |                        | 10,611 |              |   | 762                                      |  |              | 10,521                                        |       |   |      |      |   |                        |      |          |                                                                   | 526                     |  |                     | 10,757 |  |              | 11,283 |  |   | 740   |  | 2002 |     |  | 01/02 |  | 40 years  
|Blue Lake Villas II, Waxahachie, TX   |  |                        | 4,079  |              |   | 287                                      |  |              | 4,451                                         |       |   |      |      |   |                        |      |          |                                                                   | 287                     |  |                     | 4,451  |  |              | 4,738  |  |   | 107   |  | 2005 |     |  | 01/05 |  | 40 years  
|Bluffs At Vista Ridge, Lewisville, TX |  |                        | 15,518 |              |   | 2,585                                    |  |              | 18,832                                        |       |   |      |      |   |                        |      |          |                                                                   | 2,585                   |  |                     | 18,832 |  |              | 21,417 |  |   |      |  | 2005 |     |  | 05/03 |  | 40 years  
|Breakwater Bay, Beaumont, TX          |  |                        | 9,784  |              |   | 740                                      |  |              | 10,435                                        |       |   |      |      |   |                        |      |          |                                                                   | 740                     |  |                     | 10,435 |  |              | 11,175 |  |   | 231   |  | 2003 |     |  | 05/03 |  | 40 years  
|Bridges on Kinsey, Tyler, TX          |  |                        | 14,380 |              |   | 862                                      |  |              | 15,849                                        |       |   |      |      |   |                        |      |          |                                                                   | 862                     |  |                     | 15,849 |  |              | 16,711 |  |   | 166   |  | 2005 |     |  | 02/04 |  | 40 years  
|Capitol Hill, Little Rock, AR         |  |                        | 9,368  |              |   | 932                                      |  |              | 8,875                                         |       |   |      |      |   |                        |      |          |                                                                   | 932                     |  |                     | 8,875  |  |              | 9,807  |  |   | 305   |  | 2003 |     |  | 03/03 |  | 40 years  
|Courtyard, Midland, TX                |  |                        | 1,327  |              |   | 151                                      |  |              | 1,359                                         |       |   |      |      |   |                        |      |          |                                                                   | 151                     |  |                     | 1,359  |  |              | 1,510  |  |   | 159   |  | 1976 |     |  | 05/01 |  | 40 years  
|Coventry, Midland, TX                 |  |                        | 1,162  |              |   | 236                                      |  |              | 369                                           |       |   | 173   |      |   |                        |      |          |                                                                   | 236                     |  |                     | 542    |  |              | 778    |  |   | 259   |  | 1977 |     |  | 08/96 |  | 5-40 years
|Dakota Arms, Lubbock, TX              |  |                        | 12,493 |              |   | 921                                      |  |              | 12,888                                        |       |   |      |      |   |                        |      |          |                                                                   | 921                     |  |                     | 12,888 |  |              | 13,809 |  |   | 187   |  | 2005 |     |  | 01/04 |  | 40 years  
|DeSoto Ranch, DeSoto, TX              |  |                        | 16,098 |              |   | 1,472                                    |  |              | 17,856                                        |       |   |      |      |   |                        |      |          |                                                                   | 1,472                   |  |                     | 17,856 |  |              | 19,328 |  |   | 851   |  | 2002 |     |  | 05/02 |  | 40 years  
|El Chapparal, San Antonio, TX         |  |                        | 4,035  |              |   | 279                                      |  |              | 2,821                                         |       |   |      |      |   | (402                    | )(2) |          |                                                                   | 279                     |  |                     | 2,419  |  |              | 2,698  |  |   | 1,131 |  | 1963 |     |  | 01/88 |  | 5-40 years
|Fairway View Estates, El Paso, TX     |  |                        | 4,556  |              |   | 548                                      |  |              | 4,530                                         |       |   | 261   |      |   |                        |      |          |                                                                   | 548                     |  |                     | 4,791  |  |              | 5,339  |  |   | 994   |  | 1977 |     |  | 03/99 |  | 40 years  
|Fairways, Longview, TX                |  |                        | 3,139  |              |   | 657                                      |  |              | 1,532                                         |       |   | 119   |      |   | (266                    | )(2) |          |                                                                   | 657                     |  |                     | 1,385  |  |              | 2,042  |  |   | 550   |  | 1980 |     |  | 03/93 |  | 5-40 years
|Falcon Lakes, Arlington, TX           |  |                        | 13,509 |              |   | 1,437                                    |  |              | 15,375                                        |       |   |      |      |   |                        |      |          |                                                                   | 1,437                   |  |                     | 15,375 |  |              | 16,812 |  |   | 1,239 |  | 2001 |     |  | 10/01 |  | 40 years  
|Fountain Lake, Texas City, TX         |  |                        | 2,945  |              |   | 861                                      |  |              | 2,585                                         |       |   | 19    |      |   | (254                    | )(2) |          |                                                                   | 861                     |  |                     | 2,350  |  |              | 3,211  |  |   | 725   |  | 1975 |     |  | 12/94 |  | 5-40 years
|Fountains of Waterford, Midland, TX   |  |                        | 1,550  |              |   | 311                                      |  |              | 852                                           |       |   | 1,538 |      |   |                        |      |          |                                                                   | 311                     |  |                     | 2,390  |  |              | 2,701  |  |   | 1,584 |  | 1977 |     |  | 05/98 |  | 5-40 years
|Foxwood Apartments, Memphis, TN       |  |                        | 5,540  |              |   | 699                                      |  |              | 6,289                                         |       |   |      |      |   |                        |      |          |                                                                   | 699                     |  |                     | 6,289  |  |              | 6,988  |  |   | 39    |  | 1974 |     |  | 04/05 |  | 40 years  
|Harpers Ferry, Lafayette, LA         |  |                        | 3,023  |              |   | 349                                      |  |              | 1,398                                         |       |   | 223   |      |   |                        |      |          |                                                                   | 429                     |  |                     | 1,541  |  |              | 1,970  |  |   | 646   |  | 1972 |     |  | 02/92 |  | 5-40 years
|Heather Creek, Mesquite, TX           |  |                        | 11,930 |              |   | 1,100                                    |  |              | 12,241                                        |       |   |      |      |   |                        |      |          |                                                                   | 1,326                   |  |                     | 12,015 |  |              | 13,341 |  |   | 501   |  | 2003 |     |  | 03/03 |  | 40 years  
|Hunters Glen, Midland, TX             |  |                        | 1,804  |              |   | 519                                      |  |              | 2,075                                         |       |   | 321   |      |   |                        |      |          |                                                                   | 519                     |  |                     | 2,396  |  |              | 2,915  |  |   | 736   |  | 1982 |     |  | 01/98 |  | 5-40 years
|Kingsland Ranch, Houston, TX          |  |                        | 21,790 |              |   | 1,188                                    |  |              | 23,387                                        |       |   |      |      |   |                        |      |          |                                                                   | 1,188                   |  |                     | 23,387 |  |              | 24,575 |  |   | 536   |  | 2005 |     |  | 03/03 |  | 40 years  
|Laguna Vista, Farmers Branch, TX      |  |                        | 5,148  |              |   | 288                                      |  |              | 6,638                                         |       |   |      |      |   |                        |      |          |                                                                   | 288                     |  |                     | 6,638  |  |              | 6,926  |  |   |      |  |     | (9) |  | 12/04 |  |          
|Lake Forest, Houston, TX              |  |                        | 12,728 |              |   | 335                                      |  |              | 13,708                                        |       |   |      |      |   |                        |      |          |                                                                   | 335                     |  |                     | 13,708 |  |              | 14,043 |  |   |      |  | 2005 |     |  | 01/04 |  | 40 years  
|Legends of El Paso, El Paso, TX       |  |                        | 4,204  |              |   | 1,318                                    |  |              | 4,009                                         |       |   |      |      |   |                        |      |          |                                                                   | 1,318                   |  |                     | 4,009  |  |              | 5,327  |  |   |      |  |     | (9) |  | 07/05 |  |          
|Limestone Canyon, Austin, TX          |  |                        | 12,213 |              |   | 1,998                                    |  |              | 12,247                                        |       |   |      |      |   | 1,895                   | (4)  |          |                                                                   | 1,998                   |  |                     | 14,142 |  |              | 16,140 |  |   | 1,942 |  | 1997 |     |  | 07/98 |  | 40 years  
|Limestone Ranch, Lewisville, TX       |  |                        | 12,471 |              |   | 1,620                                    |  |              | 13,058                                        |       |   |      |      |   |                        |      |          |                                                                   | 1,620                   |  |                     | 13,058 |  |              | 14,678 |  |   | 1,192 |  | 2001 |     |  | 05/01 |  | 40 years  
|Mariposa Villas, Dallas, TX           |  |                        | 12,243 |              |   | 788                                      |  |              | 13,130                                        |       |   |      |      |   |                        |      |          |                                                                   | 788                     |  |                     | 13,130 |  |              | 13,918 |  |   | 607   |  | 2002 |     |  | 01/02 |  | 40 years  
|Mission Oaks, San Antonio, TX         |  |                        | 10,945 |              |   |                                         |  |              | 12,073                                        |       |   |      |      |   |                        |      |          |                                                                   |                        |  |                     | 12,073 |  |              | 12,073 |  |   |      |  |     | (9) |  | 05/05 |  |          



84



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE III

(Continued)

TRANSCONTINENTAL REALTY INVESTORS, INC.

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2005



|                                        |  |                        |        |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |         |          |                                                                   |                         |  |                     |        |  |              |        |  |   |        |  |      |     |  |       |  |           
|--------------------------------------- |  | ---------------------- | ------ | ------------ | - | ---------------------------------------- |  | ------------ | --------------------------------------------- | ----- | - | ------ | ---- | - | ----------------------- | ------- | -------- | ----------------------------------------------------------------- | ----------------------- |  | ------------------- | ------ |  | ------------ | ------ |  | - | ------ |  | ---- | --- |  | ----- |  | ----------
|                                        |  |                        |        | Initial Cost |   | Cost CapitalizedSubsequent toAcquisition |  |              | Gross Amounts of Which Carried at End of Year |       |   |        |      |   |                         |         |          | Life onWhichDepreciationIn LatestStatementof Operationis Computed
|Property/Location                       |  | Encumbrances           |        | Land         |   | Building &Improvements                   |  | Improvements |                                               | Other |   |        | Land |   | Building & Improvements |         | (1)Total |                                                                   | AccumulatedDepreciation |  | Date ofConstruction |        |  | DateAcquired |       
|                                        |  | (dollars in thousands)
|Mountain Plaza, El Paso, TX             |  | $                      | 5,110  |              | $ | 837                                      |  | $            | 3,347                                         |       | $ | 139    |      | $ |                        |         |          | $                                                                 | 837                     |  | $                   | 3,486  |  | $            | 4,323  |  | $ | 808    |  | 1972 |     |  | 01/98 |  | 5-40 years
|Oak Park IV, Clute, TX                  |  |                        | 902    |              |   | 224                                      |  |              | 674                                           |       |   | 27     |      |   | (95                     | )(2)    |          |                                                                   | 224                     |  |                     | 606    |  |              | 830    |  |   | 201    |  | 1981 |     |  | 06/94 |  | 5-40 years
|Paramount Terrace, Amarillo, TX         |  |                        | 3,119  |              |   | 340                                      |  |              | 3,061                                         |       |   |       |      |   |                        |         |          |                                                                   | 340                     |  |                     | 3,061  |  |              | 3,401  |  |   | 547    |  | 1983 |     |  | 05/00 |  | 40 years  
|Parc at Maumelle, Maumelle, AR          |  |                        | 9,447  |              |   | 1,153                                    |  |              | 10,096                                        |       |   |       |      |   |                        |         |          |                                                                   | 1,153                   |  |                     | 10,096 |  |              | 11,249 |  |   |       |  |     | (9) |  | 12/04 |  |          
|Parc at Metro Center, Nashville, TN     |  |                        | 1,956  |              |   | 960                                      |  |              | 2,284                                         |       |   |       |      |   |                        |         |          |                                                                   | 960                     |  |                     | 2,284  |  |              | 3,244  |  |   |       |  |     | (9) |  | 05/05 |  |          
|Quail Oaks, Balch Springs, TX           |  |                        | 2,553  |              |   | 90                                       |  |              | 2,160                                         |       |   | 152    |      |   | (187                    | )(2)    |          |                                                                   | 125                     |  |                     | 2,090  |  |              | 2,215  |  |   | 1,173  |  | 1982 |     |  | 02/87 |  | 5-40 years
|River Oaks, Wiley, TX                   |  |                        | 9,708  |              |   | 590                                      |  |              | 11,768                                        |       |   |       |      |   |                        |         |          |                                                                   | 590                     |  |                     | 11,768 |  |              | 12,358 |  |   | 1,312  |  | 2001 |     |  | 10/01 |  | 40 years  
|Sendero Ridge, San Antonio, TX          |  |                        | 24,178 |              |   | 2,635                                    |  |              | 26,725                                        |       |   |       |      |   |                        |         |          |                                                                   | 2,635                   |  |                     | 26,725 |  |              | 29,360 |  |   | 1,312  |  | 2001 |     |  | 11/01 |  | 40 years  
|Somerset, Texas City, TX                |  |                        | 2,722  |              |   | 936                                      |  |              | 2,811                                         |       |   | 179    |      |   | (452                    | )(2)    |          |                                                                   | 936                     |  |                     | 2,538  |  |              | 3,474  |  |   | 884    |  | 1985 |     |  | 12/93 |  | 5-40 years
|Southgate, Odessa, TX                   |  |                        | 1,860  |              |   | 335                                      |  |              | 1,338                                         |       |   | 318    |      |   |                        |         |          |                                                                   | 335                     |  |                     | 1,656  |  |              | 1,991  |  |   | 630    |  | 1976 |     |  | 08/96 |  | 5-40 years
|Spy Glass, Mansfield, TX                |  |                        | 15,856 |              |   | 1,376                                    |  |              | 15,963                                        |       |   |       |      |   |                        |         |          |                                                                   | 1,280                   |  |                     | 16,059 |  |              | 17,339 |  |   | 1,021  |  | 2002 |     |  | 03/02 |  | 40 years  
|Stonebridge @ City Park,Houston, TX     |  |                        | 14,452 |              |   | 1,545                                    |  |              | 14,883                                        |       |   |       |      |   |                        |         |          |                                                                   | 1,545                   |  |                     | 14,883 |  |              | 16,428 |  |   | 233    |  | 2005 |     |  | 01/04 |  | 40 years  
|Sunchase, Odessa, TX                    |  |                        | 3,178  |              |   | 742                                      |  |              | 2,842                                         |       |   | 458    |      |   |                        |         |          |                                                                   | 753                     |  |                     | 3,289  |  |              | 4,042  |  |   | 1,001  |  | 1981 |     |  | 10/97 |  | 5-40 years
|Timbers, Tyler, TX                      |  |                        | 2,240  |              |   | 497                                      |  |              | 1,988                                         |       |   |       |      |   |                        |         |          |                                                                   | 497                     |  |                     | 1,988  |  |              | 2,485  |  |   | 382    |  | 1973 |     |  | 12/97 |  | 40 years  
|Tivoli, Dallas, TX                      |  |                        | 9,824  |              |   | 1,355                                    |  |              | 12,592                                        |       |   |       |      |   |                        |         |          |                                                                   | 1,355                   |  |                     | 12,592 |  |              | 13,947 |  |   | 940    |  | 2001 |     |  | 12/01 |  | 40 years  
|Treehouse, Irving, TX                   |  |                        | 5,668  |              |   | 312                                      |  |              | 2,807                                         |       |   |       |      |   |                        |         |          |                                                                   | 312                     |  |                     | 2,807  |  |              | 3,119  |  |   | 105    |  | 1974 |     |  | 05/04 |  | 5-40 years
|Verandas at City View,Fort Worth, TX    |  |                        | 19,229 |              |   | 2,545                                    |  |              | 20,599                                        |       |   |       |      |   |                        |         |          |                                                                   | 2,545                   |  |                     | 20,599 |  |              | 23,144 |  |   | 1,027  |  | 2001 |     |  | 09/01 |  | 40 years  
|Vistas at Pinnacle Park, Dallas, TX     |  |                        | 18,979 |              |   | 1,750                                    |  |              | 19,820                                        |       |   |       |      |   |                        |         |          |                                                                   | 1,750                   |  |                     | 19,820 |  |              | 21,570 |  |   | 710    |  | 2003 |     |  | 10/02 |  | 40 years  
|Vistas at Vance Jackson,San Antonio, TX |  |                        | 15,196 |              |   | 1,265                                    |  |              | 15,776                                        |       |   |       |      |   |                        |         |          |                                                                   | 1,265                   |  |                     | 15,776 |  |              | 17,041 |  |   | 13     |  | 2005 |     |  | 01/04 |  | 40 years  
|Westwood, Odessa, TX                    |  |                        | 500    |              |   | 85                                       |  |              | 341                                           |       |   | 91     |      |   |                        |         |          |                                                                   | 85                      |  |                     | 432    |  |              | 517    |  |   | 178    |  | 1977 |     |  | 08/96 |  | 5-40 years
|Wildflower Villas, Temple, TX           |  |                        | 13,065 |              |   | 1,119                                    |  |              | 14,482                                        |       |   |       |      |   |                        |         |          |                                                                   | 1,119                   |  |                     | 14,482 |  |              | 15,601 |  |   | 7      |  | 2005 |     |  | 04/04 |  | 40 years  
|Willow Creek, El Paso, TX               |  |                        | 2,133  |              |   | 608                                      |  |              | 1,832                                         |       |   | 76     |      |   | (156                    | )(2)    |          |                                                                   | 608                     |  |                     | 1,752  |  |              | 2,360  |  |   | 563    |  | 1972 |     |  | 05/94 |  | 5-40 years
|Windsong, Fort Worth, TX                |  |                        | 10,636 |              |   | 790                                      |  |              | 11,526                                        |       |   |       |      |   |                        |         |          |                                                                   | 790                     |  |                     | 11,526 |  |              | 12,316 |  |   | 532    |  | 2003 |     |  | 07/03 |  | 40 years  
|Woodview, Odessa, TX                    |  |                        | 1,890  |              |   | 716                                      |  |              | 2,864                                         |       |   | 102    |      |   |                        |         |          |                                                                   | 716                     |  |                     | 2,966  |  |              | 3,682  |  |   | 651    |  | 1974 |     |  | 05/98 |  | 5-40 years
|Office Buildings                        |  |                        |        |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |         |          |                                                                   |                         |  |                     |        |  |              |        |  |   |        |  |      |     |  |       |  |           
|1010 Commons, New Orleans, LA           |  |                        | 16,151 |              |   | 2,113                                    |  |              | 15,010                                        |       |   | 20,145 |      |   | (1,218                  | )(2)    |          |                                                                   | 2,127                   |  |                     | 33,923 |  |              | 36,050 |  |   | 14,134 |  | 1971 |     |  | 03/98 |  | 5-40 years
|225 Baronne, New Orleans, LA            |  |                        | 5,130  |              |   | 1,162                                    |  |              | 10,457                                        |       |   | 6,274  |      |   | (3,013                  | )(2)(3) |          |                                                                   | 1,162                   |  |                     | 13,718 |  |              | 14,880 |  |   | 7,106  |  | 1960 |     |  | 03/98 |  | 5-40 years
|600 Las Colinas, Las Colinas, TX        |  |                        | 40,087 |              |   | 5,751                                    |  |              | 51,759                                        |       |   |       |      |   |                        |         |          |                                                                   | 5,751                   |  |                     | 51,759 |  |              | 57,510 |  |   | 539    |  | 1984 |     |  | 08/05 |  | 5-40 years
|Amoco, New Orleans, LA                  |  |                        | 8,269  |              |   | 894                                      |  |              | 3,582                                         |       |   | 7,085  |      |   | (1,149                  | )(2)    |          |                                                                   | 1,233                   |  |                     | 9,179  |  |              | 10,412 |  |   | 5,651  |  | 1974 |     |  | 06/97 |  | 5-40 years
|Eton Square, Tulsa, OK                  |  |                        | 10,012 |              |   | 1,469                                    |  |              | 13,217                                        |       |   | 2,585  |      |   |                        |         |          |                                                                   | 1,469                   |  |                     | 15,802 |  |              | 17,271 |  |   | 2,627  |  | 1985 |     |  | 09/99 |  | 5-40 years



85



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE III

(Continued)

TRANSCONTINENTAL REALTY INVESTORS, INC.

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2005



|                                      |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |                                                                   |   |                         |  |                     |        |              |   |        |  |   |       |  |      |  |       |  |           
|------------------------------------- |  | ---------------------- | ------ | ------------ | - | ---------------------------------------- |  | ------------ | --------------------------------------------- | ----- | - | ----- | ---- | - | ----------------------- | ---- | ----------------------------------------------------------------- | - | ----------------------- |  | ------------------- | ------ | ------------ | - | ------ |  | - | ----- |  | ---- |  | ----- |  | ----------
|                                      |  |                        |        | Initial Cost |   | Cost CapitalizedSubsequent toAcquisition |  |              | Gross Amounts of Which Carried at End of Year |       |   |       |      |   |                         |      | Life onWhichDepreciationIn LatestStatementof Operationis Computed
|Property/Location                     |  | Encumbrances           |        | Land         |   | Building &Improvements                   |  | Improvements |                                               | Other |   |       | Land |   | Building & Improvements |      | (1)Total                                                          |   | AccumulatedDepreciation |  | Date ofConstruction |        | DateAcquired |  
|                                      |  | (dollars in thousands)
|Executive Court, Memphis, TN          |  | $                      |       |              | $ | 197                                      |  | $            | 1,773                                         |       | $ | 17    |      | $ |                        |      |                                                                   | $ | 197                     |  | $                   | 1,790  |              | $ | 1,987  |  | $ | 46    |  | 1980 |  | 12/04 |  | 5-40 years
|Forum, Richmond, VA                   |  |                        | 4,775  |              |   | 1,360                                    |  |              | 5,439                                         |       |   | 1,336 |      |   |                        |      |                                                                   |   | 1,360                   |  |                     | 6,775  |              |   | 8,135  |  |   | 2,495 |  | 1987 |  | 10/92 |  | 2-40 years
|Lexington Center,Colorado Springs, CO |  |                        | 3,768  |              |   | 1,103                                    |  |              | 4,413                                         |       |   | 711   |      |   |                        |      |                                                                   |   | 1,103                   |  |                     | 5,124  |              |   | 6,227  |  |   | 1,467 |  | 1986 |  | 12/97 |  | 3-40 years
|Park West, Dallas, TX                 |  |                        | 5,976  |              |   | 1,036                                    |  |              | 9,324                                         |       |   |      |      |   |                        |      |                                                                   |   | 1,036                   |  |                     | 9,324  |              |   | 10,360 |  |   | 175   |  | 1984 |  | 04/05 |  | 5-40 years
|Parkway North, Dallas, TX             |  |                        | 3,439  |              |   | 1,173                                    |  |              | 4,692                                         |       |   | 1,040 |      |   |                        |      |                                                                   |   | 1,173                   |  |                     | 5,732  |              |   | 6,905  |  |   | 1,806 |  | 1980 |  | 02/98 |  | 2-40 years
|Signature Office Building,Dallas, TX  |  |                        | 2,257  |              |   | 1,075                                    |  |              | 2,921                                         |       |   | 1,384 |      |   | (1,272                  | )(2) |                                                                   |   | 1,075                   |  |                     | 3,033  |              |   | 4,108  |  |   | 825   |  | 1985 |  | 02/99 |  | 5-40 years
|Two Hickory, Farmers Branch, TX       |  |                        | 7,331  |              |   | 1,150                                    |  |              | 10,352                                        |       |   | 113   |      |   |                        |      |                                                                   |   | 1,150                   |  |                     | 10,465 |              |   | 11,615 |  |   | 65    |  | 2000 |  | 01/05 |  | 5-40 years
|Westgrove Air Plaza, Addison, TX      |  |                        | 2,928  |              |   | 211                                      |  |              | 1,898                                         |       |   | 311   |      |   |                        |      |                                                                   |   | 211                     |  |                     | 2,209  |              |   | 2,420  |  |   | 699   |  | 1982 |  | 10/97 |  | 5-40 years
|Industrial Warehouses                 |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |                                                                   |   |                         |  |                     |        |              |   |        |  |   |       |  |      |  |       |  |           
|5360 Tulane, Atlanta, GA              |  |                        | 353    |              |   | 95                                       |  |              | 514                                           |       |   | 129   |      |   | (44                     | )(2) |                                                                   |   | 127                     |  |                     | 567    |              |   | 694    |  |   | 345   |  | 1970 |  | 11/97 |  | 5-40 years
|Addison Hangar, Addison, TX           |  |                        | 4,308  |              |   | 928                                      |  |              | 1,481                                         |       |   | 51    |      |   |                        |      |                                                                   |   | 1,616                   |  |                     | 844    |              |   | 2,460  |  |   | 261   |  | 1992 |  | 12/99 |  | 5-40 years
|Addison Hanger II, Addison, TX        |  |                        |       |              |   |                                         |  |              | 1,150                                         |       |   | 248   |      |   |                        |      |                                                                   |   |                        |  |                     | 1,398  |              |   | 1,398  |  |   | 764   |  | 2000 |  | 12/99 |  | 5-40 years
|Encon, Fort Worth, TX                 |  |                        | 3,336  |              |   | 984                                      |  |              | 3,934                                         |       |   | 67    |      |   |                        |      |                                                                   |   | 984                     |  |                     | 4,001  |              |   | 4,985  |  |   | 838   |  | 1958 |  | 10/97 |  | 5-40 years
|Space Center, San Antonio, TX         |  |                        | 1,025  |              |   | 247                                      |  |              | 1,332                                         |       |   | 112   |      |   | (131                    | )(2) |                                                                   |   | 329                     |  |                     | 1,231  |              |   | 1,560  |  |   | 871   |  | 1970 |  | 11/97 |  | 5-40 years
|Shopping Centers                      |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |                                                                   |   |                         |  |                     |        |              |   |        |  |   |       |  |      |  |       |  |           
|Bridgeview Plaza, LaCrosse, WI        |  |                        | 7,093  |              |   | 870                                      |  |              | 7,830                                         |       |   | 130   |      |   |                        |      |                                                                   |   | 870                     |  |                     | 7,960  |              |   | 8,830  |  |   | 465   |  | 1979 |  | 03/03 |  | 5-40 years
|Cullman SC, Cullman, AL               |  |                        | 1,284  |              |   | 200                                      |  |              | 1,800                                         |       |   |      |      |   |                        |      |                                                                   |   | 200                     |  |                     | 1,800  |              |   | 2,000  |  |   | 251   |  | 1979 |  | 03/03 |  | 5-40 years
|Dunes Plaza, Michigan City, IN        |  |                        | 3,749  |              |   | 1,230                                    |  |              | 5,430                                         |       |   | 2,054 |      |   | (482                    | )(5) |                                                                   |   | 1,529                   |  |                     | 6,703  |              |   | 8,232  |  |   | 2,917 |  | 1978 |  | 03/92 |  | 5-40 years
|Fiesta, San Angelo, TX                |  |                        |       |              |   | 44                                       |  |              |                                              |       |   |      |      |   |                        |      |                                                                   |   | 44                      |  |                     |       |              |   | 44     |  |   |      |  |     |  | 12/91 |  |          
|Willowbrook Village, Coldwater, MI    |  |                        | 6,496  |              |   | 852                                      |  |              | 7,663                                         |       |   |      |      |   |                        |      |                                                                   |   | 852                     |  |                     | 7,663  |              |   | 8,515  |  |   | 32    |  | 1991 |  | 10/05 |  | 5-40 years
|Hotels                                |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |                                                                   |   |                         |  |                     |        |              |   |        |  |   |       |  |      |  |       |  |           
|Akademia, Wroclaw, Poland             |  |                        | 20,967 |              |   | 2,184                                    |  |              | 17,187                                        |       |   |      |      |   |                        |      |                                                                   |   | 2,184                   |  |                     | 17,187 |              |   | 19,371 |  |   | 2,446 |  | 2001 |  | 02/01 |  | 40 years  
|The Majestic, Chicago, IL             |  |                        | 3,186  |              |   | 572                                      |  |              | 2,287                                         |       |   | 1,617 |      |   |                        |      |                                                                   |   | 572                     |  |                     | 3,904  |              |   | 4,476  |  |   | 1,390 |  | 1995 |  | 12/98 |  | 5-40 years
|City Suites, Chicago, IL              |  |                        | 3,587  |              |   | 950                                      |  |              | 3,847                                         |       |   | 1,129 |      |   |                        |      |                                                                   |   | 950                     |  |                     | 4,976  |              |   | 5,926  |  |   | 1,641 |  | 1995 |  | 12/98 |  | 5-40 years
|Willows, Chicago, IL                  |  |                        | 3,449  |              |   | 945                                      |  |              | 3,779                                         |       |   | 1,490 |      |   |                        |      |                                                                   |   | 945                     |  |                     | 5,269  |              |   | 6,214  |  |   | 1,996 |  | 1995 |  | 12/98 |  | 5-40 years
|Land                                  |  |                        |        |              |   |                                          |  |              |                                               |       |   |       |      |   |                         |      |                                                                   |   |                         |  |                     |        |              |   |        |  |   |       |  |      |  |       |  |           
|1013 Commons, New Orleans, LA         |  |                        |       |              |   | 615                                      |  |              |                                              |       |   | 718   |      |   | (36                     | )(2) |                                                                   |   | 579                     |  |                     | 718    |              |   | 1,297  |  |   | 114   |  |     |  | 08/98 |  |          
|2301 Valley Branch,Farmers Branch, TX |  |                        | 2,420  |              |   | 4,169                                    |  |              |                                              |       |   | 84    |      |   |                        |      |                                                                   |   | 4,253                   |  |                     |       |              |   | 4,253  |  |   |      |  |     |  | 09/02 |  |          
|Addison Park Retail, Addison, TX      |  |                        | 1,180  |              |   | 1,555                                    |  |              |                                              |       |   |      |      |   |                        |      |                                                                   |   | 1,555                   |  |                     |       |              |   | 1,555  |  |   |      |  |     |  | 11/05 |  |          



86



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE III

(Continued)

TRANSCONTINENTAL REALTY INVESTORS, INC.

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2005



|                                     |  |                        |       |              |   |                                          |  |              |                                               |       |   |     |      |   |                         |      |                                                                   |   |                         |  |                     |     |              |   |        |  |   |    |  |   |  |       |  |  
|------------------------------------ |  | ---------------------- | ----- | ------------ | - | ---------------------------------------- |  | ------------ | --------------------------------------------- | ----- | - | --- | ---- | - | ----------------------- | ---- | ----------------------------------------------------------------- | - | ----------------------- |  | ------------------- | --- | ------------ | - | ------ |  | - | -- |  | - |  | ----- |  | -
|                                     |  |                        |       | Initial Cost |   | Cost CapitalizedSubsequent toAcquisition |  |              | Gross Amounts of Which Carried at End of Year |       |   |     |      |   |                         |      | Life onWhichDepreciationIn LatestStatementof Operationis Computed
|Property/Location                    |  | Encumbrances           |       | Land         |   | Building &Improvements                   |  | Improvements |                                               | Other |   |     | Land |   | Building & Improvements |      | (1)Total                                                          |   | AccumulatedDepreciation |  | Date ofConstruction |     | DateAcquired |  
|                                     |  | (dollars in thousands)
|Addison Park Townhomes,Addison, TX   |  | $                      | 626   |              | $ | 825                                      |  | $            |                                              |       | $ |    |      | $ |                        |      |                                                                   | $ | 825                     |  | $                   |    |              | $ | 825    |  | $ |   |  |  |  | 11/05 |  | 
|Alliance Airport, Tarrant County, TX |  |                        | 553   |              |   | 895                                      |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 895                     |  |                     |    |              |   | 895    |  |   |   |  |  |  | 05/05 |  | 
|Alliance 8, Tarrant County, TX       |  |                        | 408   |              |   | 738                                      |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 738                     |  |                     |    |              |   | 738    |  |   |   |  |  |  | 10/05 |  | 
|Alliance 52, Tarrant County, TX      |  |                        | 1,610 |              |   | 2,656                                    |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 2,656                   |  |                     |    |              |   | 2,656  |  |   |   |  |  |  | 10/05 |  | 
|Centura, Farmers Branch, TX          |  |                        | 6,769 |              |   | 13,300                                   |  |              |                                              |       |   | 555 |      |   | (1,810                  | )(3) |                                                                   |   | 11,751                  |  |                     | 294 |              |   | 12,045 |  |   |   |  |  |  | 12/02 |  | 
|Cooks Lane, Ft. Worth, TX            |  |                        | 550   |              |   | 1,046                                    |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 1,046                   |  |                     |    |              |   | 1,046  |  |   |   |  |  |  | 06/04 |  | 
|Denton, Denton, TX                   |  |                        | 1,365 |              |   | 2,234                                    |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 2,234                   |  |                     |    |              |   | 2,234  |  |   |   |  |  |  | 10/05 |  | 
|Denton Andrew B, Denton, TX          |  |                        | 554   |              |   | 895                                      |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 895                     |  |                     |    |              |   | 895    |  |   |   |  |  |  | 12/05 |  | 
|Denton Andrew C, Denton, TX          |  |                        | 197   |              |   | 318                                      |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 318                     |  |                     |    |              |   | 318    |  |   |   |  |  |  | 12/05 |  | 
|Denton Coonrod, Denton, TX           |  |                        | 840   |              |   | 1,886                                    |  |              |                                              |       |   | 14  |      |   |                        |      |                                                                   |   | 1,900                   |  |                     |    |              |   | 1,900  |  |   | 2  |  |  |  | 10/04 |  | 
|DeSoto, DeSoto, TX                   |  |                        | 1,635 |              |   | 2,651                                    |  |              |                                              |       |   | 25  |      |   |                        |      |                                                                   |   | 2,676                   |  |                     |    |              |   | 2,676  |  |   |   |  |  |  | 10/04 |  | 
|Dominion, Dallas, TX                 |  |                        | 1,275 |              |   | 3,931                                    |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 3,931                   |  |                     |    |              |   | 3,931  |  |   |   |  |  |  | 03/99 |  | 
|Folsom, Dallas, TX                   |  |                        |      |              |   | 1,781                                    |  |              |                                              |       |   | 450 |      |   |                        |      |                                                                   |   | 2,231                   |  |                     |    |              |   | 2,231  |  |   |   |  |  |  | 10/00 |  | 
|Fruitland, Fruitland Park, FL        |  |                        |      |              |   | 253                                      |  |              |                                              |       |   | 15  |      |   | (100                    | )(6) |                                                                   |   | 153                     |  |                     | 15  |              |   | 168    |  |   | 2  |  |  |  | 05/92 |  | 
|Hollywood Casino,Farmers Branch, TX  |  |                        | 4,710 |              |   | 16,987                                   |  |              |                                              |       |   | 22  |      |   |                        |      |                                                                   |   | 17,009                  |  |                     |    |              |   | 17,009 |  |   |   |  |  |  | 06/02 |  | 
|Kaufman Cogen,Kaufman County, TX     |  |                        |      |              |   | 6,109                                    |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 6,109                   |  |                     |    |              |   | 6,109  |  |   |   |  |  |  | 12/05 |  | 
|Kaufman Taylor,Kaufman County, TX    |  |                        |      |              |   | 486                                      |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 486                     |  |                     |    |              |   | 486    |  |   |   |  |  |  | 11/05 |  | 
|Lacy Longhorn,Farmers Branch, TX     |  |                        | 1,926 |              |   | 4,474                                    |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 4,474                   |  |                     |    |              |   | 4,474  |  |   |   |  |  |  | 06/04 |  | 
|Lakeshore Villas,Harris County, TX   |  |                        |      |              |   | 84                                       |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 84                      |  |                     |    |              |   | 84     |  |   |   |  |  |  | 03/02 |  | 
|Lamar Parmer/Limestone II,Austin, TX |  |                        |      |              |   | 1,999                                    |  |              |                                              |       |   | 564 |      |   |                        |      |                                                                   |   | 1,999                   |  |                     | 564 |              |   | 2,563  |  |   |   |  |  |  | 01/00 |  | 
|Las Colinas, Las Colinas, TX         |  |                        |      |              |   | 995                                      |  |              |                                              |       |   | 5   |      |   |                        |      |                                                                   |   | 1,000                   |  |                     |    |              |   | 1,000  |  |   |   |  |  |  | 01/96 |  | 
|LCLLP, Los Colinas, TX               |  |                        | 1,831 |              |   | 4,950                                    |  |              |                                              |       |   | 26  |      |   | (470                    | )(8) |                                                                   |   | 4,506                   |  |                     |    |              |   | 4,506  |  |   |   |  |  |  | 12/04 |  | 
|Lubbock, Lubbock, TX                 |  |                        |      |              |   | 234                                      |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 234                     |  |                     |    |              |   | 234    |  |   |   |  |  |  | 01/04 |  | 
|Luna Road, Farmers Branch, TX        |  |                        |      |              |   | 261                                      |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 261                     |  |                     |    |              |   | 261    |  |   |   |  |  |  | 07/05 |  | 
|Mandahl Bay, US Virgin Islands       |  |                        | 3,500 |              |   | 14,660                                   |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 14,660                  |  |                     |    |              |   | 14,660 |  |   |   |  |  |  | 11/05 |  | 
|Manhattan, Farmers Branch, TX        |  |                        |      |              |   | 11,186                                   |  |              |                                              |       |   | 888 |      |   |                        |      |                                                                   |   | 12,074                  |  |                     |    |              |   | 12,074 |  |   | 34 |  |  |  | 02/00 |  | 
|Mansfield, Mansfield, TX             |  |                        | 943   |              |   | 1,520                                    |  |              |                                              |       |   |    |      |   |                        |      |                                                                   |   | 1,520                   |  |                     |    |              |   | 1,520  |  |   |   |  |  |  | 09/05 |  | 



87



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE III

(Continued)

TRANSCONTINENTAL REALTY INVESTORS, INC.

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2005



|                                     |  |                        |         |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |         |                                                                   |   |                         |  |                     |         |              |   |         |  |   |        |  |   |  |       |  |  
|------------------------------------ |  | ---------------------- | ------- | ------------ | - | ---------------------------------------- |  | ------------ | --------------------------------------------- | ----- | - | ------ | ---- | - | ----------------------- | ------- | ----------------------------------------------------------------- | - | ----------------------- |  | ------------------- | ------- | ------------ | - | ------- |  | - | ------ |  | - |  | ----- |  | -
|                                     |  |                        |         | Initial Cost |   | Cost CapitalizedSubsequent toAcquisition |  |              | Gross Amounts of Which Carried at End of Year |       |   |        |      |   |                         |         | Life onWhichDepreciationIn LatestStatementof Operationis Computed
|Property/Location                    |  | Encumbrances           |         | Land         |   | Building &Improvements                   |  | Improvements |                                               | Other |   |        | Land |   | Building & Improvements |         | (1) Total                                                         |   | AccumulatedDepreciation |  | Date ofConstruction |         | DateAcquired |  
|                                     |  | (dollars in thousands)
|Marine Creek, Ft. Worth, TX          |  | $                      | 1,750   |              | $ | 2,923                                    |  | $            |                                              |       | $ | 231    |      | $ |                        |         |                                                                   | $ | 2,923                   |  | $                   | 231     |              | $ | 3,154   |  | $ |       |  |  |  | 06/02 |  | 
|Mason Park, Houston, TX              |  |                        |        |              |   | 2,790                                    |  |              |                                              |       |   | 326    |      |   | (1,188                  | )(8)    |                                                                   |   | 1,602                   |  |                     | 326     |              |   | 1,928   |  |   |       |  |  |  | 06/02 |  | 
|McKinney 36,Collin County, TX        |  |                        | 3,995   |              |   | 2,203                                    |  |              |                                              |       |   |       |      |   | (230                    | )(2)    |                                                                   |   | 1,973                   |  |                     |        |              |   | 1,973   |  |   |       |  |  |  | 01/98 |  | 
|McKinney Ranch,McKinney, TX          |  |                        | 28,051  |              |   | 47,327                                   |  |              |                                              |       |   |       |      |   | (3,882                  | )(8)    |                                                                   |   | 43,445                  |  |                     |        |              |   | 43,445  |  |   |       |  |  |  | 12/05 |  | 
|Mira Lago, Farmers Branch, TX        |  |                        |        |              |   | 253                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 253                     |  |                     |        |              |   | 253     |  |   |       |  |  |  | 05/01 |  | 
|Nakash                               |  |                        |        |              |   | 113                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 113                     |  |                     |        |              |   | 113     |  |   |       |  |  |  |       |  | 
|Nashville, Nashville, TN             |  |                        |        |              |   | 1,890                                    |  |              |                                              |       |   | 34     |      |   | (994                    | )(8)    |                                                                   |   | 930                     |  |                     |        |              |   | 930     |  |   |       |  |  |  | 06/02 |  | 
|Pac-Trust, Dallas, TX                |  |                        |        |              |   | 1,232                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 1,232                   |  |                     |        |              |   | 1,232   |  |   |       |  |  |  | 10/01 |  | 
|Pantaze, Dallas, TX                  |  |                        |        |              |   | 275                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 275                     |  |                     |        |              |   | 275     |  |   |       |  |  |  | 11/05 |  | 
|Payne I & II, Los Colinas, TX        |  |                        | 6,732   |              |   | 17,500                                   |  |              |                                              |       |   | 1,091  |      |   |                        |         |                                                                   |   | 18,591                  |  |                     |        |              |   | 18,591  |  |   |       |  |  |  | 12/04 |  | 
|Pulaski, Pulaski County, AR          |  |                        | 1,257   |              |   | 2,095                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 2,095                   |  |                     |        |              |   | 2,095   |  |   |       |  |  |  | 06/03 |  | 
|Railroad, Dallas, TX                 |  |                        |        |              |   | 782                                      |  |              |                                              |       |   | 55     |      |   |                        |         |                                                                   |   | 837                     |  |                     |        |              |   | 837     |  |   |       |  |  |  | 03/04 |  | 
|Rochelle I, Las Colinas, TX          |  |                        | 2,547   |              |   | 3,750                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 3,750                   |  |                     |        |              |   | 3,750   |  |   |       |  |  |  | 12/04 |  | 
|Rochelle II, Las Colinas, TX         |  |                        | 4,338   |              |   | 6,445                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 6,445                   |  |                     |        |              |   | 6,445   |  |   |       |  |  |  | 12/04 |  | 
|Rogers, Rogers, AR                   |  |                        |        |              |   | 1,749                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 1,749                   |  |                     |        |              |   | 1,749   |  |   |       |  |  |  | 04/04 |  | 
|Seminary West, Fort Worth, TX        |  |                        |        |              |   | 234                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 234                     |  |                     |        |              |   | 234     |  |   |       |  |  |  | 07/01 |  | 
|Senlac, Farmers Branch, TX           |  |                        |        |              |   | 656                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 656                     |  |                     |        |              |   | 656     |  |   |       |  |  |  | 08/05 |  | 
|Senlac VHP,Farmers Branch, TX        |  |                        |        |              |   | 622                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 622                     |  |                     |        |              |   | 622     |  |   |       |  |  |  | 12/05 |  | 
|Sheffield Village,Grand Prairie, TX  |  |                        | 975     |              |   | 1,643                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 1,643                   |  |                     |        |              |   | 1,643   |  |   |       |  |  |  | 09/03 |  | 
|Southwood Plantation,Tallahassee, FL |  |                        |        |              |   | 556                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 556                     |  |                     |        |              |   | 556     |  |   |       |  |  |  | 06/05 |  | 
|Valley Ranch, Irving, TX             |  |                        |        |              |   | 6,500                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 6,500                   |  |                     |        |              |   | 6,500   |  |   |       |  |  |  | 12/04 |  | 
|West End, Dallas, TX                 |  |                        | 2,000   |              |   | 11,405                                   |  |              |                                              |       |   | 77     |      |   | (5,756                  | )(7)(8) |                                                                   |   | 5,649                   |  |                     | 77      |              |   | 5,726   |  |   |       |  |  |  | 08/97 |  | 
|Whorton, Dallas, TX                  |  |                        | 3,828   |              |   | 4,530                                    |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 4,530                   |  |                     |        |              |   | 4,530   |  |   |       |  |  |  | 07/05 |  | 
|Wilmer 88, Dallas, TX                |  |                        |        |              |   | 668                                      |  |              |                                              |       |   |       |      |   |                        |         |                                                                   |   | 668                     |  |                     |        |              |   | 668     |  |   |       |  |  |  | 08/05 |  | 
|                                     |  |                        |         |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |         |                                                                   |   |                         |  |                     |         |              |   |         |  |   |        |  |   |  |       |  |  
|Investment Properties                |  |                        | 696,530 |              |   | 298,040                                  |  |              | 651,774                                       |       |   | 57,981 |      |   | (21,692                 | )       |                                                                   |   | 288,003                 |  |                     | 698,100 |              |   | 986,103 |  |   | 83,483 |  |   |  |       |  |  
|                                     |  |                        |         |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |         |                                                                   |   |                         |  |                     |         |              |   |         |  |   |        |  |   |  |       |  |  



88



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE III

(Continued)

TRANSCONTINENTAL REALTY INVESTORS, INC.

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2005



|                             |  |                        |         |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |      |                                                                   |   |                         |  |                     |         |              |   |           |  |   |        |  |      |  |       |  |           
|---------------------------- |  | ---------------------- | ------- | ------------ | - | ---------------------------------------- |  | ------------ | --------------------------------------------- | ----- | - | ------ | ---- | - | ----------------------- | ---- | ----------------------------------------------------------------- | - | ----------------------- |  | ------------------- | ------- | ------------ | - | --------- |  | - | ------ |  | ---- |  | ----- |  | ----------
|                             |  |                        |         | Initial Cost |   | Cost CapitalizedSubsequent toAcquisition |  |              | Gross Amounts of Which Carried at End of Year |       |   |        |      |   |                         |      | Life onWhichDepreciationIn LatestStatementof Operationis Computed
|Property/Location            |  | Encumbrances           |         | Land         |   | Building &Improvements                   |  | Improvements |                                               | Other |   |        | Land |   | Building & Improvements |      | (1) Total                                                         |   | AccumulatedDepreciation |  | Date ofConstruction |         | DateAcquired |  
|                             |  | (dollars in thousands)
|Properties Held for Sale     |  |                        |        
|Baywalk, Galveston, TX       |  | $                      | 5,243   |              | $ | 679                                      |  | $            | 6,106                                         |       | $ |       |      | $ | (386                    | )(3) |                                                                   | $ | 679                     |  | $                   | 5,720   |              | $ | 6,399     |  | $ | 522    |  | 1979 |  | 09/01 |  | 40 years  
|Island Bay, Galveston, TX    |  |                        | 14,748  |              |   | 2,095                                    |  |              | 18,852                                        |       |   |       |      |   | (1,193                  | )(3) |                                                                   |   | 2,095                   |  |                     | 17,659  |              |   | 19,754    |  |   | 1,612  |  | 1973 |  | 09/01 |  | 40 years  
|Marina Landing,Galveston, TX |  |                        | 12,565  |              |   | 1,240                                    |  |              | 11,161                                        |       |   |       |      |   |                        |      |                                                                   |   | 1,240                   |  |                     | 11,161  |              |   | 12,401    |  |   | 929    |  | 1985 |  | 09/01 |  | 40 years  
|Plantation, Tulsa, OK        |  |                        | 2,214   |              |   | 344                                      |  |              | 2,396                                         |       |   |       |      |   |                        |      |                                                                   |   | 344                     |  |                     | 2,396   |              |   | 2,740     |  |   | 496    |  | 1968 |  | 12/99 |  | 40 years  
|Willo-Wick, Pensacola, FL    |  |                        | 2,852   |              |   | 747                                      |  |              | 2,990                                         |       |   | 174    |      |   | (281                    | )(2) |                                                                   |   | 747                     |  |                     | 2,883   |              |   | 3,630     |  |   | 917    |  | 1974 |  | 05/95 |  | 5-40 years
|                             |  |                        |         |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |      |                                                                   |   |                         |  |                     |         |              |   |           |  |   |        |  |      |  |       |  |           
|Properties Held for Sale     |  |                        | 37,622  |              |   | 5,105                                    |  |              | 41,505                                        |       |   | 174    |      |   | (1,860                  | )    |                                                                   |   | 5,105                   |  |                     | 39,819  |              |   | 44,924    |  |   | 4,476  |  |      |  |       |  |           
|                             |  |                        |         |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |      |                                                                   |   |                         |  |                     |         |              |   |           |  |   |        |  |      |  |       |  |           
|                             |  | $                      | 734,152 |              | $ | 303,145                                  |  | $            | 693,279                                       |       | $ | 58,155 |      | $ | (23,552                 | )    |                                                                   | $ | 293,108                 |  | $                   | 737,919 |              | $ | 1,031,027 |  | $ | 87,959 |  |      |  |       |  |           
|                             |  |                        |         |              |   |                                          |  |              |                                               |       |   |        |      |   |                         |      |                                                                   |   |                         |  |                     |         |              |   |           |  |   |        |  |      |  |       |  |           

---

|(1) |  | The aggregate cost for federal income tax purposes is $978.7 million.
|--- |  | ---------------------------------------------------------------------

|(2) |  | Purchase accounting basis adjustment.
|--- |  | -------------------------------------

|(3) |  | Write-down of property to estimated net realizable value.
|--- |  | ---------------------------------------------------------

|(4) |  | Construction period interest and taxes.
|--- |  | ---------------------------------------

|(5) |  | Forgiveness of debt and cash received deducted from the basis of the property, offset by land acquired in 1992.
|--- |  | ---------------------------------------------------------------------------------------------------------------

|(6) |  | Cash received for easement deducted from the basis of the property.
|--- |  | -------------------------------------------------------------------

|(7) |  | Cash received for condemnation of part of property.
|--- |  | ---------------------------------------------------

|(8) |  | Sale or contribution of portion of property.
|--- |  | --------------------------------------------

|(9) |  | Property under construction.
|--- |  | ----------------------------



89



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE III

TRANSCONTINENTAL REALTY INVESTORS, INC.

REAL ESTATE AND ACCUMULATED DEPRECIATION



|                                           |  |                        |           |   |      |   |          |      |  |   |         |  
|------------------------------------------ |  | ---------------------- | --------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                           |  | 2005                   |           |   | 2004 |   |          | 2003 | 
|                                           |  | (dollars in thousands) |          
|Reconciliation of Real Estate              |  |                        |           |   |      |   |          |      |  |   |         |  
|Balance at January 1,                      |  | $                      | 863,815   |   |      | $ | 873,619  |      |  | $ | 841,146 |  
|Additions                                  |  |                        |           |   |      |   |          |      |  |   |         |  
|Purchases, improvements and construction   |  |                        | 242,660   |   |      |   | 222,789  |      |  |   | 113,561 |  
|Deductions                                 |  |                        |           |   |      |   |          |      |  |   |         |  
|Sale of real estate                        |  |                        | (72,027   | ) |      |   | (226,396 | )    |  |   | (76,081 | )
|Asset impairments                          |  |                        | (3,420    | ) |      |   | (6,197   | )    |  |   | (5,007  | )
|                                           |  |                        |           |   |      |   |          |      |  |   |         |  
|Balance at December 31 ,                   |  | $                      | 1,031,028 |   |      | $ | 863,815  |      |  | $ | 873,619 |  
|                                           |  |                        |           |   |      |   |          |      |  |   |         |  
|Reconciliation of Accumulated Depreciation |  |                        |           |   |      |   |          |      |  |   |         |  
|Balance at January 1,                      |  | $                      | 85,287    |   |      | $ | 91,291   |      |  | $ | 81,659  |  
|Additions                                  |  |                        |           |   |      |   |          |      |  |   |         |  
|Depreciation                               |  |                        | 16,684    |   |      |   | 22,578   |      |  |   | 20,860  |  
|Deductions                                 |  |                        |           |   |      |   |          |      |  |   |         |  
|Sale of real estate                        |  |                        | (14,013   | ) |      |   | (28,582  | )    |  |   | (11,228 | )
|                                           |  |                        |           |   |      |   |          |      |  |   |         |  
|Balance at December 31,                    |  | $                      | 87,958    |   |      | $ | 85,287   |      |  | $ | 91,291  |  
|                                           |  |                        |           |   |      |   |          |      |  |   |         |  



90



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE IV

TRANSCONTINENTAL REALTY INVESTORS, INC.

MORTGAGE LOAN RECEIVABLES ON REAL ESTATE

December 31, 2005



|                                                                                                |  |              |   |  |                   |  |                                                    |  |            |        |                        |   |                               |  |                                                                 |        |  |   |  
|----------------------------------------------------------------------------------------------- |  | ------------ | - |  | ----------------- |  | -------------------------------------------------- |  | ---------- | ------ | ---------------------- | - | ----------------------------- |  | --------------------------------------------------------------- | ------ |  | - | -
|Description                                                                                     |  | InterestRate |   |  | FinalMaturityDate |  | Periodic Payment Terms                             |  | PriorLiens |        | FaceAmount ofMortgage  |   | CarryingAmounts ofMortgage(1) |  | PrincipalAmount ofLoansSubject toDelinquentPrincipalor Interest
|                                                                                                |  |              |   |  |                   |  |                                                    |  |            |        | (dollars in thousands) |   |                              
|FIRST MORTGAGE LOANS                                                                            |  |              |   |  |                   |  |                                                    |  |            |        |                        |   |                               |  |                                                                 |        |  |   |  
|400 St. Paul Secured by an office building in Dallas, TX. Includes LOC of $250,000.             |  | 7.0          | % |  | 03/07             |  | Monthly interest only payments.                    |  | $          |       |                        | $ | 5,400                         |  | $                                                               | 4,896  |  | $ | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|Today McKinney Ranch, L.P. Secured by 27.192 acres of unimproved land in McKinney, TX.          |  | 8.0          |   |  | 12/07             |  | Monthly interest only payments.                    |  |            |       |                        |   | 7,552                         |  |                                                                 | 7,552  |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|Today McKinney Ranch, L.P. Secured by 3.73 acres of unimproved land in McKinney, TX.            |  | 8.0          |   |  | 12/07             |  | Monthly interest only payments.                    |  |            |       |                        |   | 1,036                         |  |                                                                 | 1,036  |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|WRAPAROUND MORTGAGE LOANS                                                                       |  |              |   |  |                   |  |                                                    |  |            |        |                        |   |                               |  |                                                                 |        |  |   |  
|Pinemont Secured by an office building in Houston, TX.                                          |  | 10.4         |   |  | 07/08             |  | Monthly principal and interest payments of $6,281. |  |            | 152    |                        |   | 467                           |  |                                                                 | 161    |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|Nakash Secured by a shopping Center in Malden, MO.                                              |  |              |   |  |                   |  | Monthly interest only payments of $13,000.         |  |            |       |                        |   | 902                           |  |                                                                 | 902    |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|Durham Centre Secured by an office building in Durham, NC.                                      |  | 7.63         |   |  | 09/07             |  | Monthly interest only payments.                    |  |            | 10,201 |                        |   | 14,536                        |  |                                                                 | 14,519 |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|JUNIOR MORTGAGE LOANS                                                                           |  |              |   |  |                   |  |                                                    |  |            |        |                        |   |                               |  |                                                                 |        |  |   |  
|                                                                                                |  |              |   |  |                   |  |                                                   
|Dallas Fund XVII Secured by an assignment of partnership interests and litigation proceeds.     |  | 9.0          |   |  | 10/06             |  | Principal and interest due at maturity.            |  |            |       |                        |   | 4,303                         |  |                                                                 | 4,402  |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|Pioneer Development Secured by 33.33 acres of unimproved land in Travis County, TX.             |  | 10.0         |   |  | 10/08             |  | Interest only payments start in November 2007.     |  |            | 12,000 |                        |   | 2,386                         |  |                                                                 | 2,889  |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|One Hickory Secured by an office building in Farmers Branch, TX.                                |  | 5.49         |   |  | 06/06             |  | Excess property cash flow payments.                |  |            | 6,903  |                        |   | 11,974                        |  |                                                                 | 11,974 |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|Durham Centre 2nd line on office building in Durham, NC.                                        |  | 7.63         |   |  | 09/17             |  | Monthly interest only payments.                    |  |            | 10,201 |                        |   | 3,297                         |  |                                                                 | 3,297  |  |   | 
|                                                                                                |  |              |   |  |                   |  |                                                   
|JMJ Circle, LLC 2nd lien on 1,092 acres in Austin, TX and membership interests in the borrower. |  | 10.0         |   |  | 03/08             |  | Principal and interest due at maturity.            |  |            | 18,000 |                        |   | 3,200                         |  |                                                                 | 3,953  |  |   | 



91



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE IV

(Continued)

TRANSCONTINENTAL REALTY INVESTORS, INC.

MORTGAGE LOAN RECEIVABLES ON REAL ESTATE

December 31, 2005



|                                                                                 |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 |        |  |   |  
|-------------------------------------------------------------------------------- |  | ------------ |  | ----------------- |  | -------------------------------------------------------------- |  | ---------- | ------ | ---------------------- | - | ------------------------------ |  | --------------------------------------------------------------- | ------ |  | - | -
|Description                                                                      |  | InterestRate |  | FinalMaturityDate |  | Periodic Payment Terms                                         |  | PriorLiens |        | FaceAmount ofMortgage  |   | CarryingAmounts ofMortgage (1) |  | PrincipalAmount ofLoansSubject toDelinquentPrincipalor Interest
|                                                                                 |  |              |  |                   |  |                                                                |  |            |        | (dollars in thousands) |   |                               
|NAP Mason Park 2nd lien on 13 acres of land in Harris County, TX.                |  | 9.0          |  | 02/03             |  | Principal and interest due at maturity.                        |  |            |       |                        |   | 200                            |  |                                                                 | 200    |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|Unified Housing of Chase Oaks 2nd lien on 22 acres of land in Collin County, TX. |  | 4.0          |  | Demand            |  | Excess property cash flow payments.                            |  |            |       |                        |   | 341                            |  |                                                                 | 341    |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|OTHER                                                                            |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 |        |  |   |  
|BCMK-Mart Cary Unsecured.                                                       |  | 9.25         |  | 04/08             |  | Monthly interest payments.                                     |  |            |       |                        |   | 1,523                          |  |                                                                 | 1,523  |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|BCMTexstar Warehouse Unsecured.                                                 |  | 9.25         |  | 04/08             |  | Monthly interest payments.                                     |  |            |       |                        |   | 1,252                          |  |                                                                 | 1,252  |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|Countryside, L.P. Secured by Class A partnership units in TCI Countryside, LP.   |  | 7.25         |  | 01/07             |  | Quarterly interest payments.                                   |  |            |       |                        |   | 2,300                          |  |                                                                 | 2,300  |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|Countryside, L.P. Secured by Class A partnership units in TCI Countryside, LP.   |  | 7.25         |  | 07/12             |  | Quarterly interest payments.                                   |  |            |       |                        |   | 1,050                          |  |                                                                 | 740    |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|Garden Centura, L.P. Unsecured.                                                  |  | 7.0          |  | None              |  | Excess property cash flow payments or property sales proceeds. |  |            |       |                        |   |                               |  |                                                                 | 603    |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|UHF Kensington 100% interest in UH of Kensington, LLC.                           |  | 12.0         |  | 04/09             |  | Excess property cash flow payments.                            |  |            |       |                        |   | 125                            |  |                                                                 | 140    |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|Today Forest Park Investments Unsecured.                                         |  | 0.0          |  | None              |  | Partnership distributions as available.                        |  |            |       |                        |   | 678                            |  |                                                                 | 546    |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                | 
|Apartment Development Services Secured by 100% interest in partnership.          |  | 12.0         |  | 06/06             |  | Principal and interest at maturity.                            |  |            |       |                        |   | 300                            |  |                                                                 | 107    |  |   | 
|                                                                                 |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 |        |  |   |  
|                                                                                 |  |              |  |                   |  |                                                                |  | $          | 36,456 |                        | $ | 62,822                         |  |                                                                 | 63,333 |  | $ | 
|                                                                                 |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 |        |  |   |  
|Interest                                                                         |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 | 1,485  |  |   |  
|Allowance for estimated losses                                                   |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 |       |  |   |  
|                                                                                 |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 |        |  |   |  
|                                                                                 |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  | $                                                               | 64,818 |  |   |  
|                                                                                 |  |              |  |                   |  |                                                                |  |            |        |                        |   |                                |  |                                                                 |        |  |   |  

---

The aggregate cost for federal income tax purposes is
$63.3 million.



92



---

##### Table of Contents

##### Index to Financial Statements

SCHEDULE IV

(Continued)

TRANSCONTINENTAL REALTY INVESTORS, INC.

MORTGAGE LOANS ON REAL ESTATE

December 31, 2005



|                                                        |  |                        |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------- |  | ---------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                        |  | 2005                   |         |   | 2004 |   |         | 2003 | 
|                                                        |  | (dollars in thousands) |        
|Balance at January 1,                                   |  | $                      | 53,895  |   |      | $ | 30,671  |      |  | $ | 28,447  |  
|Additions                                               |  |                        |         |   |      |   |         |      |  |   |         |  
|New mortgage loans                                      |  |                        | 26,051  |   |      |   | 58,543  |      |  |   | 14,692  |  
|Deductions                                              |  |                        |         |   |      |   |         |      |  |   |         |  
|Collections of principal                                |  |                        | (16,613 | ) |      |   | (11,563 | )    |  |   | (12,364 | )
|Mortgages eliminated from consolidation of partnerships |  |                        |        |   |      |   | (23,754 | )    |  |   |        |  
|Discount on sale of note receivable                     |  |                        |        |   |      |   | (2      | )    |  |   | (104    | )
|                                                        |  |                        |         |   |      |   |         |      |  |   |         |  
|Balance at December 31,                                 |  | $                      | 63,333  |   |      | $ | 53,895  |      |  | $ | 30,671  |  
|                                                        |  |                        |         |   |      |   |         |      |  |   |         |  



93



---

##### Table of Contents

##### Index to Financial Statements

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None. During 2004, a change in accountants occurred as previously reported from BDO Seidman LLP to Farmer, Fuqua & Huff, P.C., and no
disagreement existed between the Company and BDO Seidman LLP concerning any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

ITEM 9A.CONTROLS AND PROCEDURES

The Companys internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting
Principles in the United States of America (GAAP). Because of the inherent limitations of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of controls, material
misstatements may not be prevented or detected on a timely basis. Accordingly, even internal controls determined to be effective can provide only reasonable assurance that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and represented within the time periods required. Furthermore, projections of any evaluation of the effectiveness to future periods are subject to the risks that such controls may become
inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation of Disclosure
Controls and Procedures

Management, under the supervision and with the participation of the acting Principal Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures as of December 31, 2005. Based upon that most recent evaluation, which was completed as of the end of the period covered by this Form
10-K, the acting Principal Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures were effective at December 31, 2005 to ensure that information required to be disclosed in
reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission Rules and Forms.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Registrants internal control over financial reporting during the quarter ended December 31, 2005, that have materially affected, or are reasonably likely to materially affect, the
Registrants internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

Not applicable.



94



---

##### Table of Contents

##### Index to Financial Statements

PART III

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The affairs of Transcontinental Realty Investors, Inc. (TCI) are managed by a Board of Directors. The Directors are elected
at the annual meeting of stockholders or appointed by the incumbent Board and serve until the next annual meeting of stockholders or until a successor has been elected or approved.

After December 31, 2003, a number of changes occurred in the composition of the Board of Directors of TCI, the creation of certain Board committees,
the adoption of Committee charters, the adoption of a Code of Ethics for Senior Financial Officers, and the adoption of Guidelines for Director Independence. Also, the composition of the members of the Board of Directors changed with the resignation
of Earl D. Cecil (on February 29, 2004) as well as the election of independent directors, Ted R. Munselle and Sharon Hunt on February 20, 2004, and Robert A. Jakuszewski on November 22, 2005.

It is the Boards objective that a majority of the Board consist of independent directors. For a director to be considered independent, the Board
must determine that the director does not have any direct or indirect material relationship with TCI. The Board has established guidelines to assist it in determining director independence which conform to, or are more exacting than, the
independence requirements in the New York Stock Exchange listing rules. The independence guidelines are set forth in TCIs Corporate Governance Guidelines. The text of this document has been posted on TCIs internet website at
http://www.transconrealty-invest.com and is available in print to any shareholder who requests it. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independent determination.

TCI has adopted a code of conduct that applies to all Directors, officers and employees, including our principal executive officer,
principal financial officer and principal accounting officer. Stockholders may find our code of conduct on our website by going to our website address at http://www.transconrealty-invest.com. We will post any amendments to the code of
conduct, as well as any waivers that are required to be disclosed by the rules of the SEC or the New York Stock Exchange on our website.

Our Board of Directors has adopted charters for our Audit, Compensation and Governance and Nominating Committees of the Board of Directors. Stockholders may find these documents on our website by going to the website address at
http://www.transconrealty-invest.com. You may also obtain a printed copy of the materials referred to by contacting us at the following address:

Transcontinental Realty Investors, Inc.

Attn: Investor Relations

1800 Valley View Lane, Suite 300

Dallas, Texas
75234

Telephone: 469-522-4200

All members of the Audit Committee and Nominating and Corporate Governance Committees must be independent directors. Members of the Audit Committee must also satisfy additional independence requirements, which provide (i) that they may
not accept, directly or indirectly, any consulting, advisory, or compensatory fee from TCI or any of its subsidiaries other than their directors compensation (other than in their capacity as a member of the Audit Committee, the Board of
Directors, or any other committee of the Board), and (ii) no member of the Audit Committee may be an affiliated person of TCI or any of its subsidiaries, as defined by the Securities and Exchange Commission.

The current directors of TCI are listed below, together with their ages, terms of service, all positions and offices with TCI or its former advisor, BCM
or Prime, which took over as contractual advisor for BCM on July 1,



95



---

##### Table of Contents

##### Index to Financial Statements

2003, their principal occupations, business experience and directorships with other companies during the last five years or more. The designation
Affiliated, when used below with respect to a director, means that the director is an officer, director or employee of BCM, Prime or an officer of TCI or an officer or director of an affiliate of TCI. The designation
Independent, when used below with respect to a director, means that the director is neither an officer of TCI nor a director, officer or employee of BCM or Prime, although TCI may have certain business or professional relationships with
such director as discussed in ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSCertain Business Relationships.

TED P. STOKELY:Age 72, Director (Affiliated) (since April 1990) and Chairman of the Board (since January 1995).

General Manager (since January 1995) of ECF Senior Housing Corporation, a nonprofit corporation; General Manager (since January 1993) of Housing Assistance Foundation, Inc., a nonprofit corporation; Part-time unpaid
consultant (since January 1993) and paid consultant (April 1992 to December 1992) of Eldercare Housing Foundation (Eldercare), a nonprofit corporation; General Manager (since April 2002) of Unified Housing Foundation, Inc., a nonprofit
corporation; Director and Chairman of the Board of ARI (since November 2002); and Director (since April 1990) and Chairman of the Board (since January 1995) of IORI.

HENRY BUTLER:Age 55, Director (Affiliated) (since December 2001).

BrokerLand Sales (since July 2003) for Prime and 1992 to June 2003 for BCM; Owner/Operator (1989 to 1991) of Butler Interests, Inc.; Director (since July 2003) of ARI; and Director (December 2001 to July 2003) of IORI.

SHARON HUNT:    Age 63, Director (Independent) (since February 2004).

Licensed Realtor in Dallas, Texas with Virginia Cook Realtors; President and Owner of Sharons Pretzels, Inc. (until sold in 1997);
Director (since 1991) of a 501(c)(3) non-profit corporation involved in the acquisition, renovation and operation of real estate; and Director (since February 2004) of ARI.

ROBERT A. JAKUSZEWSKI:Age 43, Director (Independent) (since November 2005)

Vice PresidentSales and Marketing (since September 1998) of New Horizons Communications, Inc. Mr. Jakuszewski was a Consultant
(January 1998  September 1998) for New Horizon Communications, Inc.; Regional Sales Manager (1996-1998) of Continental Funding; Territory Manager (1992-1996) of Sigvaris, Inc.; Senior Sales Representative (1988-1992) of Mead Johnson
Nutritional Division, USPNG; Sales Representative (1986-1987) of Muro Pharmaceutical, Inc. Mr. Jakuszewski has been a director of IORI since March 16, 2004.

TED R. MUNSELLE:    Age 50, Director (Independent) (since February 2004).

Vice President and Chief Financial Officer (since October 1998) of Landmark Nurseries, Inc.; Employed in the accounting industry from 1977 until October 1998; Certified Public Accountant in the State of Texas; and Director (since February
2004) of ARI.

Board Committees

The
Board of Directors held 9 meetings during 2005. For such year, no incumbent director attended fewer than 75.0% of the aggregate of (1) the total number of meetings held by the Board during the period for which he had been a director and
(2) the total number of meetings held by all committees of the Board on which he served during the period that he served.

The Board
of Directors has standing Audit, Compensation and Governance and Nominating Committees.



96



---

##### Table of Contents

##### Index to Financial Statements

Audit Committee.    The current Audit Committee was formed on
February 19, 2004, and its function is to review TCIs operating and accounting procedures. A Charter of the Audit Committee has also been adopted by the Board. The charter of the Audit Committee was adopted on February 19, 2004, and
is available on the Companys Investor Relations website (www.transconrealty-invest.com). The Audit Committee is an audit committee for purposes of Section 3(a)(58) of the Securities Exchange Act of 1934. The current
members of the Audit Committee, all of whom are independent within the meaning of the SEC Regulations, the listing standards of the New York Stock Exchange, Inc. and TCIs Corporate Governance Guidelines, are Messrs. Jakuszewski and Munselle
(Chairman) and Ms. Hunt. Mr. Ted R. Munselle, a member of the Committee is qualified as an Audit Committee financial expert within the meaning of SEC Regulations, and the Board has determined that he has accounting and related
financial management expertise within the meaning of the listing standards of the New York Stock Exchange, Inc. All of the members of the Audit Committee meet the experience requirements of the listing standards of the New York Stock Exchange. The
Audit Committee met nine times during 2005.

Governance and Nominating Committee.    The Governance and
Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of TCIs Corporate Governance Guidelines. In addition, the Committee
develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee also prepares and supervises the Boards annual review of director independence and the
Boards performance self-evaluation. The Charter of the Governance and Nominating Committee was adopted on March 22, 2004 and is available on the Companys Investor Relations website (www.transconrealty-invest.com). The members
of the Committee are Messrs. Munselle (Chairman) and Jakuszewski and Ms. Hunt.

Compensation
Committee.    The Compensation Committee is responsible for overseeing the policies of the Company relating to compensation to be paid by the Company to the Companys principal executive officer and any other officers
designated by the Board and make recommendations to the Board with respect to such policies, produce necessary reports and executive compensation for inclusion in the Companys Proxy Statement in accordance with applicable rules and regulations
and to monitor the development and implementation of succession plans for the principal executive officers and other key executives and make recommendations to the Board with respect to such plans. The charter of the Compensation Committee was
adopted on March 22, 2004, and is available on the Companys Investor Relations website (www.transconrealty-invest.com). The current members of the Compensation Committee are Ms. Hunt (Chairman) and Messrs. Jakuszewski and
Munselle. All of the members of the Compensation Committee are independent within the meaning of the listing standards of the NYSE and the Companys Corporate Governance Guidelines. The Compensation Committee is to be comprised of at least two
directors who are independent of Management and the Company. The Compensation Committee met one time during 2005.

The members of the Board
of Directors on the date of this Report and the Committees of the Board on which they serve are identified below:



|                      |  |                 |  |                                     |  |                       
|--------------------- |  | --------------- |  | ----------------------------------- |  | ----------------------
|                      |  | Audit Committee |  | Governance and Nominating Committee |  | Compensation Committee
|Ted P. Stokely        |  |                 |  |                                     |  |                       
|Henry A. Butler       |  |                 |  |                                     |  |                       
|Sharon Hunt           |  | ü               |  | ü                                   |  | ü                     
|Robert A. Jakuszewski |  | ü               |  | ü                                   |  | ü                     
|Ted R. Munselle       |  | ü               |  | ü                                   |  | ü                     

Presiding Director

In March 2004, the Board created a new position of presiding director, whose primary responsibility is to preside over periodic executive sessions of the Board in which Management directors and other members of



97



---

##### Table of Contents

##### Index to Financial Statements

Management do not participate. The presiding director also advises the Chairman of the Board and, as appropriate, Committee Chairs with respect to agendas
and information needs relating to Board and Committee meetings, provides advice with respect to the selection of Committee Chairs and performs other duties that the Board may from time to time delegate to assist the Board in fulfillment of its
responsibilities.

Martin L. White, a director until November 22, 2005, served in such position from March 2004 through
November 22, 2005. On November 22, 2005, the non-Management members of the Board designated Ted R. Munselle to serve in this position until the Companys Annual Meeting of Stockholders to be held following the fiscal year ending
December 31, 2005.

Determination of Directors Independence

In February 2004, the Board adopted its Corporate Governance Guidelines. The Guidelines adopted by the Board meet or exceed the new listing standards adopted during that year by the New York Stock Exchange. The full
text of the Guidelines can be found on the Companys Investor Relations website (www.transcontrealty-invest.com). Pursuant to the Guidelines, the Board undertook its annual review of director independence in February 2004, and during
this review, the Board considered transactions and relationships between each director or any member of his or her immediate family and TCI and its subsidiaries and affiliates, including those reported under Certain Relationships and Related
Transactions below. The Board also examined transactions and relationship between directors or their affiliates and members of TCIs senior management or their affiliates. As provided in the Guidelines, the purpose of such review was to
determine whether such relationships or transactions were inconsistent with the determination that the director is independent.

As a
result of this review, the Board affirmatively determined of the then directors, Messrs. Munselle and Jakuszewski and Ms. Hunt are each independent of the Company and its Management under the standards set forth in the Corporate Governance
Guidelines.

Executive Officers

Executive officers of the Company are Steven A. Abney, Executive Vice President and Chief Financial Officer, Mark W. Branigan, Executive Vice PresidentMulti-Family Construction, and Louis J. Corna, Executive Vice PresidentTax,
General Counsel/Tax Counsel and Secretary, all of whom are employed by Prime. None of the executive officers receive any direct remuneration from the Company nor do any hold any options granted by the Company. Their positions with the Company are
not subject to a vote of stockholders. The ages, terms of service and all positions and offices with the Company, Prime, BCM, other affiliated entities, other principal occupations, business experience and directorships with other publicly-held
companies during the last five years or more are set forth below.

Steven A. Abney, 50

Executive Vice President and Chief Financial Officer (since September 2005) of ARI, TCI, BCM, PIAMI, and Prime; Executive Vice President and Chief
Financial Officer (since December 2005) of IORI; Vice President Finance and Chief Accounting Officer/Principal Financial Officer (from November 2001 to February 2005) of and employed (from November 2001 to August 2005) by CRT Properties, Inc. (f/k/a
Koger Equity, Inc.). For more than four years prior thereto, Mr. Abney was Executive Vice President and Chief Financial Officer (from December 1997 to November 2001) of Konover and Associates, Inc., a privately-held real estate developer based
in Farmington, Connecticut. Mr. Abney has been a certified public accountant since 1980.

James D. Canon, III, 44

Executive Vice PresidentMulti-Family Construction (effective April 1, 2006) of the Company, ARI, IORI and Prime. Managing Director (June 2003 to
March 2006) of Tarragon Corporation, a New York City-based real



98



---

##### Table of Contents

##### Index to Financial Statements

estate homebuilder and developer which has securities listed on the NASDAQ National Market System. Prior thereto (from November 2000 to March 2003), he was
Vice President of Southwest Housing Management, Inc., a Dallas, Texas-based real estate company, and prior thereto and for more than five years, Senior Vice President (February 1992 to October 2000) of BCM.

Louis J. Corna, 58

Executive Vice
PresidentGeneral Counsel/Tax Counsel and Secretary (since February 2004), Executive Vice PresidentTax (October 2001 to February 2004), Executive Vice PresidentTax and Chief Financial Officer (June 2001 to October 2001) and Senior
Vice PresidentTax (December 2000 to June 2001) of the Company, ARI, IORI and BCM; Executive Vice President, General Counsel/Tax Counsel and Secretary (since February 2004), Executive Vice PresidentTax (July 2003 to February 2004) of
Prime and PIAMI; Private Attorney (January 2000 to December 2000); Vice PresidentTaxes and Assistant Treasurer (March 1998 to January 2000) of IMC Global, Inc.; Vice PresidentTaxes (July 1991 to February 1998) of Whitman Corporation.

Mark W. Branigan, 51

Executive Vice PresidentMulti-Family Construction (since September 2004) resigned effective March 31, 2006 to pursue other opportunities. He was Executive Vice PresidentResidential (June 2001 to September 2004), Director
(September 2000 to June 2001) and Executive Vice President and Chief Financial Officer (August 2000 to June 2001 of TCI, ARI, IORI and BCM. Prior thereto, he was Executive Vice PresidentMulti-Family Construction (September 2004 to March 31,
2006), and Executive Vice PresidentResidential (July 2003 to September 2004) of Prime and PIAMI; Vice PresidentDirector of Construction (August 1999 to August 2000) and for more than five years prior thereto, Executive Vice
PresidentResidential Asset Management of BCM, TCI and OIRI.

In addition to the foregoing executive officers, the Company has several
vice presidents and assistant secretaries who are not listed herein.

Code of Ethics

TCI has adopted a code of ethics entitled Code of Business Conduct and Ethics that applies to all directors, officers, and employees
(including those of the contractual Advisor to TCI). In addition, TCI has adopted a code of ethics entitled Code of Ethics for Senior Financial Officers that applies to the principal executive officer, president, principal financial
officer, chief financial officer, principal accounting officer, and controller.

The text of these documents has been posted on TCIs
internet website at http://www.transconrealty-invest.com and are available in print to any stockholder who requests them.

Compliance with
Section 16(a) of the Securities Exchange Act of 1934

Under the securities laws of the United States, the directors, executive
officers, and any persons holding more than ten percent of TCIs shares of Common Stock are required to report their share ownership and any changes in that ownership to the Securities and Exchange Commission (the Commission).
Specific due dates for these reports have been established and TCI is required to report any failure to file by these dates. All of these filing requirements were satisfied by TCIs directors, executive officers, and ten percent holders during
the fiscal year ending December 31, 2005. In making these statements, TCI has relied on the written representations of its incumbent directors and executive officers and its ten percent holders and copies of the reports they have filed with the
Commission.



99



---

##### Table of Contents

##### Index to Financial Statements

The Advisor

Although the Board of Directors is directly responsible for managing the affairs of TCI and for setting the policies which guide it, TCIs day-to-day operations are performed by Prime under the supervision of the Board. The duties of
Prime include, among other things, locating, investigating, evaluating and recommending real estate and mortgage note investment and sales opportunities as well as financing and refinancing sources. Prime also serves as a consultant to the Board in
connection with the business plan and investment decisions made by the Board.

BCM served as TCIs advisor from March 1989 to
June 30, 2003. Effective July 1, 2003, BCM was replaced as contractual advisor to TCI by PAMI under the same terms as BCMs advisory agreement. PIAMI is owned by Realty Advisors, Inc. (80.0%) and Syntek West, Inc. (20.0%),
related parties. Syntek West, Inc. is owned by Gene Phillips. Effective August 18, 2003, PAMI changed its name to Prime Income Asset Management, Inc., (PIAMI). On October 1, 2003, Prime, which is owned 100% by PIAMI, replaced
PIAMI as the advisor to TCI. The duties of Prime include, among other things, locating, investigating, evaluating and recommending real estate and mortgage note investment and sales opportunities, as well as financing and refinancing sources. Prime
also serves as a consultant in connection with TCIs business plan and investment decisions made by the Board.

Prime is a company of
which Messrs. Branigan, Corna, and Abney serve as executive officers. Prime is indirectly owned by a trust for the children of Gene E. Phillips. Mr. Phillips is not an officer or director of Prime, but serves as a representative of the trust,
is involved in daily consultation with the officers of Prime and has significant influence over the conduct of Primes business, including the rendering of advisory services and the making of investment decisions for itself and for TCI.

Under the Advisory Agreement, Prime is required to annually formulate and submit, for Board approval, a budget and business plan
containing a twelve-month forecast of operations and cash flow, a general plan for asset sales and purchases, lending, foreclosure and borrowing activity, and other investments, and Prime is required to report quarterly to the Board on TCIs
performance against the business plan. In addition, all transactions require prior Board approval, unless they are explicitly provided for in the approved business plan or are made pursuant to authority expressly delegated to Prime by the Board.

The Advisory Agreement also requires prior Board approval for the retention of all consultants and third party professionals, other than
legal counsel. The Advisory Agreement provides that Prime shall be deemed to be in a fiduciary relationship to the stockholders; contains a broad standard governing Primes liability for losses by TCI; and contains guidelines for Primes
allocation of investment opportunities as among itself, TCI and other entities it advises.

The Advisory Agreement provides for Prime to be
responsible for the day-to-day operations of TCI and to receive an advisory fee comprised of a gross asset fee of .0625% per month (.75% per annum) of the average of the gross asset value (total assets less allowance for amortization,
depreciation or depletion and valuation reserves) and an annual net income fee equal to 7.5% of TCIs net income, after certain adjustments.

The Advisory Agreement also provides for Prime to receive an annual incentive sales fee equal to 10.0% of the amount, if any, by which the aggregate sales consideration for all real estate sold by TCI during such fiscal year exceeds the sum
of: (1) the cost of each such property as originally recorded in TCIs books for tax purposes (without deduction for depreciation, amortization or reserve for losses), (2) capital improvements made to such assets during the period
owned, and (3) all closing costs, (including real estate commissions) incurred in the sale of such real estate; provided, however, no incentive fee shall be paid unless (a) such real estate sold in such fiscal year, in the aggregate, has
produced an 8.0% simple annual return on the net investment including capital improvements, calculated over the holding period before depreciation and inclusive of operating income and sales consideration and (b) the aggregate net operating
income from all real estate owned for each of the prior and current fiscal years shall be at least 5.0% higher in the current fiscal year than in the prior fiscal year.



100



---

##### Table of Contents

##### Index to Financial Statements

Additionally, pursuant to the Advisory Agreement Prime or an affiliate of Prime is to receive an
acquisition commission for supervising the acquisition, purchase or long-term lease of real estate equal to the lesser of (1) up to 1.0% of the cost of acquisition, inclusive of commissions, if any, paid to non-affiliated brokers or
(2) the compensation customarily charged in arms-length transactions by others rendering similar property acquisition services as an ongoing public activity in the same geographical location and for comparable property, provided that the
aggregate purchase price of each property (including acquisition fees and real estate brokerage commissions) may not exceed such propertys appraised value at acquisition. Prime does not receive such a commission on acquisitions from an
affiliated or related party.

The Advisory Agreement requires Prime or any affiliate of Prime to pay to TCI, one-half of any compensation
received from third parties with respect to the origination, placement or brokerage of any loan made by TCI; provided, however, that the compensation retained by Prime or any affiliate of Prime shall not exceed the lesser of (1) 2.0% of the
amount of the loan commitment or (2) a loan brokerage and commitment fee which is reasonable and fair under the circumstances.

The
Advisory Agreement also provides that Prime or an affiliate of Prime is to receive a mortgage or loan acquisition fee with respect to the acquisition or purchase of any existing mortgage loan by TCI equal to the lesser of (1) 1.0% of the amount
of the loan purchased or (2) a brokerage or commitment fee which is reasonable and fair under the circumstances. Such fee will not be paid in connection with the origination or funding of any mortgage loan by TCI.

Under the Advisory Agreement, Prime or an affiliate of Prime also is to receive a mortgage brokerage and equity refinancing fee for obtaining loans or
refinancing on properties equal to the lesser of (1) 1.0% of the amount of the loan or the amount refinanced or (2) a brokerage or refinancing fee which is reasonable and fair under the circumstances; provided, however, that no such fee
shall be paid on loans from Prime or an affiliate of Prime without the approval of TCIs Board of Directors. No fee shall be paid on loan extensions.

The Advisory Agreement also provides for all activities in connection with or related to construction for the Company and its subsidiaries, Prime shall receive a fee equal to 6% of the so-called hard costs
only of any costs of construction on a completed basis, based upon amounts set forth as approved on any architect certificate issued in connection with such construction, which fee is payable at such time as the applicable architect certifies other
costs for payment to third parties. The phrase hard costs means all actual costs of construction paid to contractors, subcontractors and third parties for materials or labor performed as part of the construction but does not include
items generally regarded as soft costs, which are consulting fees, attorneys fees, architectural fees, permit fees and fees of other professionals.

Under the Advisory Agreement, Prime receives reimbursement of certain expenses incurred by it in the performance of advisory services.

Under the Advisory Agreement, all or a portion of the annual advisory fee must be refunded by the Advisor if the Operating Expenses of TCI (as defined in the Advisory Agreement) exceed certain limits specified in the
Advisory Agreement based on the book value, net asset value and net income of TCI during the fiscal year. Price was required to refund $1.3 million of the 2003 advisory fee under this provision, and $2.4 million of the 2005 advisory fee under this
provision. Prime was not required to refund any of the 2004 advisory fees to TCI.

Additionally, if management were to request that Prime
render services to TCI other than those required by the Advisory Agreement, Prime or an affiliate of Prime separately would be compensated for such additional services on terms to be agreed upon from time to time. As discussed below, under
Property Management, TCI has hired Triad Realty Services, Ltd. (Triad), an affiliate of BCM, to provide property management services for TCIs properties. Also as discussed below, under Real Estate Brokerage
TCI had engaged, on a non-exclusive basis, Regis Realty, Inc. (Regis), a related party, to perform brokerage services for TCI until December 2002. Beginning January 1, 2003, Regis Realty I LLC performs brokerage services for TCI.



101



---

##### Table of Contents

##### Index to Financial Statements

Effective July 1, 2005, the Company and Prime entered into a Cash Management Agreement to further
define the administration of the Companys day-to-day investment operations, relationship contacts, flow of funds and deposit and borrowing of funds. Under the Cash Management Agreement, all funds of the Company are delivered to Prime which has
a deposit liability to the Company and is responsible for payment of all payables and investment of all excess funds which earn interest at the Wall Street Journal Prime Rate plus 1% per annum, as set quarterly on the first day of each calendar
quarter. Borrowings for the benefit of the Company bear the same interest rate. The term of the Cash Management Agreement is coterminous with the Advisory Agreement, and it is automatically renewed each year unless terminated with the Advisory
Agreement.

Prime may assign the Advisory Agreement only with the prior consent of TCI.

The directors and principal officers of Prime are set forth below.



|                    |  |                                                                                         
|------------------- |  | ----------------------------------------------------------------------------------------
|Mickey N. Phillips: |  | Director                                                                                
|Ryan T. Phillips:   |  | Director                                                                                
|Steven A. Abney:    |  | Acting Principal Executive Officer, Executive Vice President and Chief Financial Officer
|Mark W. Branigan:   |  | Executive Vice PresidentResidential                                                    
|Louis J. Corna:     |  | Executive Vice PresidentGeneral Counsel, Executive Vice PresidentTax, Secretary       

Mickey N. Phillips is Gene E. Phillips brother and Ryan T. Phillips is Gene E.
Phillips son. Gene E. Phillips serves as a representative of the trust established for the benefit of his children, which indirectly owns Prime and, in such capacity, has substantial contact with the management of Prime and input with respect
to its performance of advisory services to TCI.

Property Management

Since February 1, 1990, affiliates of BCM have provided property management services to TCI. Currently, Triad provides such property management services. Triad subcontracts with other entities for the provision
of property-level management services to TCI. The general partner of Triad is PIAMI. The limited partner of Triad is Highland Realty Services, Inc. Triad subcontracts the property-level management and leasing of 22 of TCIs commercial
properties to Regis I, which is entitled to receive property and construction management fees and leasing commissions in accordance with the terms of its property-level management agreement with Triad. Regis I also receives real estate brokerage
commissions in accordance with the terms of a non-exclusive brokerage agreement. Regis Hotel I, LLC, a related party, manages TCIs four hotels. The sole member of Regis I and Regis Hotel I, LLC is Highland.

Real Estate Brokerage

Regis I also provides real
estate brokerage services to TCI (on a non-exclusive basis), and is entitled to receive a real estate commission for property purchases and sales in accordance with the following sliding scale of total fees to be paid: (1) maximum fee of 4.5%
on the first $2.0 million of any purchase or sale transaction of which no more than 3.5% is to be paid to Regis I or affiliates; (2) maximum fee of 3.5% on transaction amounts between $2.0 million-$5.0 million of which no more than 3.0% is to
be paid to Regis I or affiliates; (3) maximum fee of 2.5% on transaction amounts between $5.0 million-$10.0 million of which no more than 2.0% is to be paid to Regis I or affiliates; and (4) maximum fee of 2.0% on transaction amounts in
excess of $10.0 million of which no more than 1.5% is to be paid to Regis I or affiliates.



|ITEM 11.EXECUTIVE | COMPENSATION
|----------------- | ------------

TCI has no employees, payroll
or benefit plans and pays no compensation to its executive officers. The executive officers of TCI, who are also officers or employees of Prime, TCIs advisor, are compensated by



102



---

##### Table of Contents

##### Index to Financial Statements

Prime. Such executive officers perform a variety of services for Prime and the amount of their compensation is determined solely by Prime. Prime does not
allocate the cash compensation of its officers among the various entities for which it serves as advisor. See ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTThe Advisor for a more detailed discussion of the
compensation payable to Prime.

The only remuneration paid by TCI is to the directors who are not officers or directors of Prime or its
affiliated companies. The Independent Directors (1) review the business plan of TCI to determine that it is in the best interest of stockholders, (2) review the advisory contract, (3) supervise the performance of the advisor and
review the reasonableness of the compensation paid to the advisor in terms of the nature and quality of services performed, (4) review the reasonableness of the total fees and expenses of TCI and (5) select, when necessary, a qualified
independent real estate appraiser to appraise properties acquired.

Each Independent Director receives compensation in the amount of
$30,000 per year, plus reimbursement for expenses. The Chairman of the Board receives an additional fee of $3,000 per year. In addition, each Independent Director receives an additional $250 for each Audit Committee meeting attended, plus each
Independent Director receives an additional fee of $1,000 per day for any special services rendered by him to TCI outside of his ordinary duties as director, plus reimbursement of expenses.

During 2005, $133,498 was paid to the Independent Directors in total directors fees for all services, including the annual fee for service during
the period January 1, 2005 through December 31, 2005, and 2005 special service fees as follows: Sharon Hunt, $32,500; Robert A. Jakuszewski, $0; Ted R. Munselle, $32,500; Ted P. Stokely, $33,250; and Martin L. White (a director until
November 22, 2005), $35,698.

Directors Stock Option Plan

TCI has established a Directors Stock Option Plan (Directors Plan) for the purpose of attracting and retaining Directors who are not officers or employees of TCI or Prime or BCM. The
Directors Plan provides for the grant of options that are exercisable at fair market value of TCIs Common Stock on the date of grant. The Directors Plan was approved by stockholders at their annual meeting on October 10, 2000,
following which each then-serving Independent Director was granted options to purchase 5,000 shares of Common Stock of TCI. On January 1 of each year, each Independent Director receives options to purchase 5,000 shares of Common Stock. The
options are immediately exercisable and expire on the earlier of the first anniversary of the date on which a Director ceases to be a Director or 10 years from the date of grant. The Directors Plan was terminated by the Board of Directors on
December 15, 2005.

As of March 1, 2006, options covering 40,000 shares of TCI Common Stock were outstanding.



103



---

##### Table of Contents

##### Index to Financial Statements

Performance Graph

The following performance graph compares the cumulative total stockholder return on TCIs shares of Common Stock with the US Total Market Index (Total Market Index) and the Real Estate Investment
Index (Real Estate Index). The comparison assumes that $100 was invested on December 31, 1998, in TCIs shares of Common Stock and in each of the indices and further assumes the reinvestment of all distributions. Past performance is
not necessarily an indicator of future performance.



LOGO

|                                       |  |                         |  |        |  |        |  |        |  |        |  |       
|-------------------------------------- |  | ----------------------- |  | ------ |  | ------ |  | ------ |  | ------ |  | ------
|                                       |  | Cumulative Total
Return
|                                       |  | 2000                    |  | 2001   |  | 2002   |  | 2003   |  | 2004   |  | 2005  
|TRANSCONTINENTAL REALTY INVESTORS INC. |  | 100.00                  |  | 180.85 |  | 198.76 |  | 188.51 |  | 160.56 |  | 187.61
|DOW JONES US TOTAL MARKET              |  | 100.00                  |  | 88.08  |  | 68.64  |  | 89.74  |  | 100.52 |  | 106.88
|DOW JONES US REAL ESTATE               |  | 100.00                  |  | 111.80 |  | 115.86 |  | 158.61 |  | 208.12 |  | 228.18



104



---

##### Table of Contents

##### Index to Financial Statements

|ITEM 12.SECURITY | OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|---------------- | -----------------------------------------------------

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of
December 31, 2005 regarding compensation plans (including individual compensation arrangements) under which equity securities of TCI are authorized for issuance.



|                                                     |  |                                                                                           |  |                                                                          |       |                                                                                                                                       |        
|---------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ----- | ------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                     |  | Number of Securities
tobe Issued Upon Exerciseof Outstanding Options, Warrants and Rights |  | Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights |       | Number of SecuritiesRemaining Available forFuture Issuance Under EquityCompensation Plans(Excluding SecuritiesReflected in Column
(a)
|Plan Category                                        |  | (a)                                                                                       |  | (b)                                                                      |       | (c)                                                                                                                                  
|2000 Stock Option Plan approved by stockholders      |  |                                                                                          |  |                                                                          |      |                                                                                                                                       | 300,000
|Directors Stock Option Plan approved by stockholders |  | 40,000                                                                                    |  | $                                                                        | 16.01 |                                                                                                                                       |       
|                                                     |  |                                                                                           |  |                                                                          |       |                                                                                                                                       |        
|Total                                                |  | 40,000                                                                                    |  | $                                                                        | 16.01 |                                                                                                                                       | 300,000
|                                                     |  |                                                                                           |  |                                                                          |       |                                                                                                                                       |        

Security Ownership of Certain Beneficial Owners

The following table sets forth the ownership of TCIs
Common Stock, both beneficially and of record, both individually and in the aggregate, for those persons or entities known to be beneficial owners of more than 5.0% of the outstanding shares of Common Stock as of the close of business on
March 24, 2006.



|                                                                                                       |  |                                        |  |                               |  
|------------------------------------------------------------------------------------------------------ |  | -------------------------------------- |  | ----------------------------- | -
|Name and Address of Beneficial Owner                                                                   |  | Amount andNatureof BeneficialOwnership |  | ApproximatePercent ofClass(1) |  
|EQK Holdings, Inc.(2) 1800 Valley View Lane Suite 300 Dallas, Texas 75234                              |  | 5,278,149                              |  | 66.8                          | %
|                                                                                                       |  |                                       
|Transcontinental Realty Acquisition Corporation(3) 1800 Valley View
Lane Suite 100 Dallas, Texas 75234 |  | 1,213,226                              |  | 15.4                          | %

---

|(1) |  | Percentage is based upon 7,900,869 shares of Common Stock outstanding at March 24, 2006.
|--- |  | ----------------------------------------------------------------------------------------

|(2) |  | EQK Holdings, Inc. (EQK) is a wholly-owned subsidiary of ART, which is a wholly-owned subsidiary of ARI.
|--- |  | ----------------------------------------------------------------------------------------------------------

|(3) |  | Transcontinental Realty Acquisition Corporation (TRAC) is a wholly-owned subsidiary of ARI.
|--- |  | ---------------------------------------------------------------------------------------------



105



---

##### Table of Contents

##### Index to Financial Statements

Security Ownership of Management.

The following table sets forth the ownership of TCIs Common Stock, both beneficially and of record, both individually and in the aggregate, for the directors and executive officers of TCI as of the close of
business on March 24, 2006.



|                                                                |  |                                        |                    |  |                                |  
|--------------------------------------------------------------- |  | -------------------------------------- | ------------------ |  | ------------------------------ | -
|Name of Beneficial Owner                                        |  | Amountand Natureof BeneficialOwnership |                    |  | Approximate Percent ofClass(1) |  
|Steven A. Abney                                                 |  | 6,491,375                              | (2)                |  | 82.2                           | %
|Mark W. Branigan                                                |  | 6,491,375                              | (2)                |  | 82.2                           | %
|Henry A. Butler                                                 |  | 6,491,375                              | (3)                |  | 82.2                           | %
|Louis J. Corna                                                  |  | 6,491,375                              | (2)                |  | 82.2                           | %
|Sharon Hunt                                                     |  | 6,496,375                              | (3)(6)             |  | 82.2                           | %
|Robert A. Jakuszewski                                           |  | 6,491,375                              | (3)                |  | 82.2                           | %
|Ted Munselle                                                    |  | 6,496,375                              | (3)(7)             |  | 82.2                           | %
|Ted P. Stokely                                                  |  | 6,506,375                              | (3)(4)             |  | 82.4                           | %
|All Directors and Executive Officers as a group (8 individuals) |  | 6,506,375                              | (2)(3)(4)(5)(6)(7) |  | 82.4                           | %

---

|(1) |  | Percentage is based upon 7,900,869 shares of Common Stock outstanding at March 24, 2006 and 20,000 shares which may be issued under existing Director Stock Options.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes 5,278,149 shares owned by EQK and 1,213,226 shares owned by TRAC. Each of the executive officers of TCI may be deemed to be beneficial owners of such shares by virtue of
their positions as executive officers of TCI and its subsidiaries, EQK and TRAC. The executive officers of TCI disclaim such beneficial ownership.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes 5,278,149 shares owned by EQK and 1,213,226 shares owned by TRAC. Messrs. Butler, Stokely, Jakuszewski and Munselle and Ms. Hunt may be deemed to be beneficial owners
of such shares by virtue of their positions as directors of TCI. Messrs. Butler, Stokely, Jakuszewski and Munselle and Ms. Hunt disclaim such beneficial ownership.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes 15,000 shares which may be acquired by Mr. Stokely pursuant to the Director Stock Option Plan.
|--- |  | -------------------------------------------------------------------------------------------------------

|(5) |  | Includes 5,000 shares which may be acquired by Ms. Hunt pursuant to the Director Stock Option Plan.
|--- |  | ---------------------------------------------------------------------------------------------------

|(6) |  | Includes 5,000 shares which may be acquired by Mr. Munselle pursuant to the Director Stock Option Plan.
|--- |  | -------------------------------------------------------------------------------------------------------



|ITEM 13.CERTAIN | RELATIONSHIPS AND RELATED TRANSACTIONS
|--------------- | --------------------------------------

Certain
Business Relationships

In February 1989, the Board of Directors voted to retain BCM as TCIs advisor. See ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS TO THE REGISTRANTThe Advisor. Effective July 1, 2004, Prime replaced BCM as the contractual advisor to TCI. Prime is indirectly owned by a trust for the children of Gene E. Phillips.
Mr. Phillips is not an officer or director of Prime, but serves as a representative of the trust, is involved in daily consultation with the officers of Prime and has significant influence over the conduct of Primes business, including
the rendering of advisory services and the making of investment decisions for itself and for TCI.

Since February 1, 1991, affiliates
of BCM have provided property management services to TCI. Currently, Triad provides such property management services. Triad subcontracts the property-level management and leasing of 22 of TCIs commercial properties to Regis I and its three
hotels to Regis Hotel I, LLC.

Regis I also provides real estate brokerage services for TCI, on a non-exclusive basis, and receives
brokerage commissions in accordance with the brokerage agreement.

Two of TCIs Directors (Ted Stokely and Robert Jakuszewski) also
serves as a director of IORI. The Director owes fiduciary duties to IORI as well as to TCI under applicable law. At December 31, 2005, TCI



106



---

##### Table of Contents

##### Index to Financial Statements

owned approximately 24.0% of the outstanding common shares of IORI. Prime also serves as advisor to ARI. All of TCIs directors also serve as Directors
of ARI. Messrs. Branigan, Canon, Corna, and Abney serve as executive officers of ARI, Prime and IORI.

Related Party Transactions

Historically, TCI has engaged in and may continue to engage in business transactions, including real estate partnerships, with related parties. Management
believes that all of the related party transactions represented the best investments available at the time and were at least as advantageous to TCI as could have been obtained from unrelated third parties.

Operating Relationships

In the year ended
December 31, 2005, TCI received $56,000 in rent from Prime for a lease at Addison Hanger. BCM owns a corporate jet that is housed at the hanger and TCI has available space at the hanger.

Property Transactions

In January 2002, TCI purchased
100% of the outstanding common shares of ART Two Hickory Corporation from ARI, for $4.4 million. See NOTE 3. NOTES AND INTEREST RECEIVABLE. The purchase price was determined based upon the market value of the property exchanged, using a
market rate multiple of net operating income (cap rate) of 7.0%. The business purpose of the transaction was for TCI to make an equity investment in Two Hickory anticipating a profitable return.

In April 2002, TCI purchased 100% of the following entities from ARI: Garden Confederate Point, L.P., Garden Foxwood, L.P., Garden Woodsong, L.P. and ART
One Hickory Corporation for $10.0 million. See NOTE 3. NOTES AND INTEREST RECEIVABLE. The purchase price for these entities was determined based on a cap rate of 8.41% for the partnerships and 7.0% for ART One Hickory Corporation. The
business purpose of the transaction was for TCI to make an equity investment in the entities anticipating a profitable return.

During
2002, TCIs Board of Directors authorized the Chief Financial Officer of the Company to advance funds either to or from the Company, through BCM, in an amount up to $15.0 million, on the condition that such advances shall be repaid in cash or
transfers of assets within 90 days. Several property transfers from BCM or Prime were made during 2004 and 2003 to reduce the affiliate balance. Each of these transactions was approved by TCIs Board of Directors.

In March 2003, TCI purchased the Bridgeview Plaza and Cullman shopping centers from ARI for $8.7 million and $2.0 million, respectively, to satisfy
debt. The purchase price was determined using a market rate multiple of net operation income. TCI assumed debt of $2.7 million on Cullman. TCI received $5.1 million in cash on the subsequent financing of the shopping center.

In March 2003, TCI sold a note receivable for $2.6 million to a third party. The proceeds of this sale were received by BCM. The funds increased
TCIs affiliate receivable from BCM.

In May 2003, TCI sold its Solco-Valley Ranch land parcel. The proceeds of the sale were received
by BCM. The funds increased TCIs affiliate receivable from BCM $2.0 million.

In June 2003, TCI received the proceeds from the
refinancing of an ARI property. This transaction reduced TCIs affiliate receivables from BCM by $757,000.

In July 2003, TCI paid
$1.7 million to BCM for a pro-rata share of prior years legal fees in the defense of Gene E. Phillips. Mr. Phillips is a related party and advisor to TCI.



107



---

##### Table of Contents

##### Index to Financial Statements

In September 2003, TCI sold the Oak Tree Village shopping center to a third party. The proceeds of the
sale were received by ARI. The funds were used to increase TCIs affiliate receivable from Prime by $1.6 million.

In September 2003,
TCI sold Palm Desert land parcel. The proceeds of the sale were received by ARI. The funds increased TCIs affiliate receivable from Prime by $2.6 million.

In November 2003, TCI financed the Rasor land parcel. The proceeds of the financing were received by ARI. The funds increased TCIs affiliate receivable from Prime by $1.2 million.

In November 2003, ARI paid $6.3 million in principal, accrued interest and closing costs on behalf of TCI as payment of the notes payable on TCIs
Allen land parcels. These funds decreased TCIs affiliate receivable from Prime.

In November 2003, TCI received ARIs sales
proceeds on the sale of the Confederate Point apartments. $2.1 million was used to pay off TCIs note receivable from ARI and $1.1 million reduced TCIs affiliate receivable from Prime.

In December 2003, TCI sold Treehouse Apartments and Parkway Centre to IORI for $11.5 million, including the assumption of debt. This transaction
increased TCIs affiliate receivable from Prime by $4.8 million.

In December 2003, TCI sold Eagle Crest land to IORI for $4.0
million. This transaction decreased TCIs intercompany payable to IORI.

In December 2003, TCI purchased a note receivable from ARI
that is secured by a second lien on raw land for $2.4 million. This transaction was approved by TCIs Board of Directors. TCIs affiliate receivables from ARI and Prime were reduced by $2.4 million as a result of this transaction. See NOTE
3. NOTES AND INTEREST RECEIVABLE.

In December 2003, TCI sold six properties to subsidiaries of Unified Housing Foundation,
Inc. (UHF), a Texas Non-Profit 501(c)3 Corporation. TCI sold 10.72 acres of Marine Creek land for $1.5 million, the Limestone at Vista Ridge apartments for $19.0 million, the Cliffs of El Dorado apartments for $13.4 million, the
Limestone Canyon apartments for $18.0 million, the Sendero Ridge apartments for $29.4 million, and Tivoli apartments for $16.1 million. All of the transactions include the assumption of debt and notes receivable to TCI for the remainder of the
purchase price. Ted Stokely, Chairman of the Board of TCI, is the General Manager of UHF. Richard Humphrey, who is employed by Regis Realty I, LLC, an affiliate, is Senior Vice President of UHF. Due to UHF being considered a related party to TCI and
TCI having continued involvement and control of these entities, these transactions will not be recorded as sales. Instead, these transactions will be accounted for on the deposit method and the properties and corresponding debt will continue to be
consolidated by TCI. All of these transactions were approved by TCIs Board of Directors. Mr. Stokely abstained from voting on all of these transactions. The loans on Limestone Canyon apartments, Limestone at Vista Ridge apartments and
Tivoli apartments were approved by their prospective lenders for transfer to the purchasing entities. TCI has guaranteed the loans on both of these transfers. Also, Marine Creek land and the Cliffs of El Dorado apartments were recognized as sales
during 2004. See NOTE 2. REAL ESTATE. Management is currently seeking lender approval on the transfer of the note associated with the Sendero Ridge apartments.

In December 2003, TCI sold the Lamar/Parmer land parcel to a subsidiary of UHF for $2.0 million in the form of a seller note receivable. Due to no cash
received and common control, TCI has elected to continue consolidating this tract of land until the requirements for a sale have been met. No sale has recognized and no note receivable has been recorded.

In January 2004, TCI purchased the Vista Ridge land tract from ARI for $2.6 million. This transaction decreased TCIs affiliate receivable with
Prime by $2.6 million. See NOTE 2. REAL ESTATE.



108



---

##### Table of Contents

##### Index to Financial Statements

In February 2004, TCI incurred a debt for $1.0 million used for the purchase of land by ARI. This
transaction increased TCIs affiliate receivable with Prime by $2.6 million.

In February 2004, TCI recorded the sale of a tract of
Marine Creek land originally sold to a related party in December 2003. This transaction was not recorded as a sale for accounting purposes in December 2003 and was recorded as a TCI refinancing transaction in February 2004. TCI received $1.2 million
in cash from the related party in February 2004 as payment on the land. TCI has a note receivable balance of $270,000 remaining that bears interest at 12.00% and matures in April 2009. TCI recorded the sale of the Marine Creek land tract due to the
payment received on the note receivable. See NOTE 2. REAL ESTATE.

In May 2004, TCI purchased the Treehouse Apartments from an
affiliate with a net purchase price of $7.5 million for the assumption of debt and a note receivable, less cash received of $498,000. The note receivable was from the sale of the Cliffs of El Dorado Apartments to a related party in 2003. At
that time, the sale of the Cliffs of El Dorado Apartments was not recorded as a sale for accounting purposes. TCI recorded the sale of the Cliffs of El Dorado in May 2004 due to payment received for the Cliffs of El Dorado note receivable. See
NOTE 2. REAL ESTATE.

In January 2004, TCI purchased the Lacy Longhorn land tract from ARI for $4.5 million. This
transaction decreased TCIs affiliate receivable with Prime by $4.5 million. See NOTE 2. REAL ESTATE.

In June 2004, TCI
sold Waters Edge IV apartments to ARI for $5.0 million. This transaction increased TCIs affiliate receivable with Prime by $5.0 million. See NOTE 2. REAL ESTATE.

In June 2004, TCI refinanced the 1010 Common office building, Lacy Longhorn land and certain tracts of Marine Creek land. TCI paid-off an existing note
payable for ARI for $1.9 million, increasing the affiliate receivable balance by $1.9 million.

In September 2004, TCI sold Limestone
Canyon II land to a subsidiary of UHF for $720,000 in the form of a seller note receivable. Due to no cash received and common control, TCI has elected to continue consolidating this tract of land until the requirements for a sale have been met. No
sale was recognized and no note receivable has been recorded.

In December 2003, TCIs Board of Directors approved the payment to
Regis I of a six percent (6%) construction management fee on all construction projects in progress at December 31, 2003, to be applied to all costs incurred during 2003 on each project. Construction management fees of $1.7 million for
2005, $5.6 million for 2004 and $4.1 million for 2003 were treated as reductions in the affiliate receivable balance from Prime.

As
more fully described in ITEM 2. PROPERTIES-Real Estate, TCI is a partner with IORI in Nakash Income Associates. TCI owns 345,728 shares of IORIs Common Stock, an approximate 24.0% interest. At December 31, 2005, the
market value of the IORI common shares was $6.5 million.

At December 31, 2004, TCI owned 746,972 shares of ARI common stock which
were primarily purchased in open market transactions in 1990 and 1991 at a total cost of $1.6 million. The officers of TCI also serve as officers of ARI. Prime also serves as advisor to ARI and at March 24, 2006, ARI owned approximately 82.2%
of TCIs outstanding Common Stock. At December 31, 2005, the market value of the ARI common shares owned by TCI was $6.0 million.

In 2004, TCI paid Prime, its affiliates and related parties $5.3 million in advisory, incentive and net income fees, $202,000 in mortgage brokerage and equity refinancing fees, $3.5 million in property acquisition fees, $1.9 million in
real estate brokerage commissions, $1.7 million in construction supervision fees and $1.6 million in property and construction management fees and leasing commissions, net of property management fees paid to subcontractors, other than affiliates of
Prime. In addition, as provided in the Advisory Agreement, Prime received cost reimbursements of $2.4 million.



109



---

##### Table of Contents

##### Index to Financial Statements

In addition, from time-to-time, TCI and its affiliates have made advances to each other, which generally
have not had specific repayment terms and have been reflected in TCIs financial statements as other assets or other liabilities. At December 31, 2005, TCI had receivables of $1.1 million from Regis Hotel Corporation. Also at
December 31, 2005, TCI owed $11.7 million, and $3.0 million to Prime, and Regis I, respectively.

During April 2005, in connection
with the resolution of certain litigation filed August 10, 2004 by the Company, ARI and IORI, the Company owns 48.8% of Midland Odessa Properties, Inc. (formerly Innovo Realty, Inc.) (MOPI), the balance of which is owned by ARI
(31.3%) and IOT (19.9%). MOPI in turn is a 30% limited partner in several Metra partnerships formed in 2002 when IORI, ARI and the Company sold certain residential properties to partnerships controlled by Metra Capital LLC. The
original sale transactions were accounted for as refinancing transactions with the Company continuing to report the assets and new debt incurred by the Metra partnerships on the Companys financial statements. As properties are sold
to independent third parties, the transactions are reported as sales. See Note 8 to the Consolidated Financial Statements.

Restrictions on Related
Party Transactions

Article FOURTEENTH of TCIs Articles of Incorporation provides that TCI shall not, directly or indirectly,
contract or engage in any transaction with (1) any director, officer or employee of TCI, (2) any director, officer or employee of the advisor, (3) the advisor or (4) any affiliate or associate (as such terms are defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended) of any of the aforementioned persons, unless (a) the material facts as to the relationship among or financial interest of the relevant individuals or persons and as to the contract or
transaction are disclosed to or are known by the Board of Directors or the appropriate committee thereof and (b) the Board of Directors or committee thereof determines that such contract or transaction is fair to TCI and simultaneously
authorizes or ratifies such contract or transaction by the affirmative vote of a majority of independent directors of TCI entitled to vote thereon. Article FOURTEENTH defines an Independent Director as one who is neither an officer or
employee of TCI nor a director, officer or employee of TCIs advisor.



|ITEM 14.PRINCIPAL | ACCOUNTING FEES AND SERVICES
|----------------- | ----------------------------

The following
table sets for the aggregate fees for professional services rendered to or for TCI by Farmer, Fuqua and Huff, L.P. and BDO Seidman, LLP for 2005 and 2004:



|                   |  |                     |         |            |   |                     |  |            |        |  |   |        
|------------------ |  | ------------------- | ------- | ---------- | - | ------------------- |  | ---------- | ------ |  | - | -------
|                   |  | 2005                |         | 2004      
|Type of Fee        |  | Farmer, Fuqua& Huff |         | BDOSeidman |   | Farmer, Fuqua& Huff |  | BDOSeidman
|Audit Fees         |  | $                   | 280,971 |            | $ | 15,000              |  | $          | 86,148 |  | $ | 102,184
|Audit Related Fees |  |                     | 36,500  |            |   |                    |  |            |       |  |   |       
|Tax Fees           |  |                     | 34,405  |            |   | 12,913              |  |            | 9,550  |  |   | 50,021 
|All Other Fees     |  |                     |        |            |   |                    |  |            |       |  |   |       
|                   |  |                     |         |            |   |                     |  |            |        |  |   |        
|Total              |  | $                   | 351,876 |            | $ | 27,913              |  | $          | 95,698 |  | $ | 152,205
|                   |  |                     |         |            |   |                     |  |            |        |  |   |        

The audit fees for 2005 and 2004, respectively, were for professional services rendered for the
audits and reviews of the consolidated financial statements of TCI. Tax fees for 2005 and 2004, respectively, were for services related to federal and state tax compliance and advice.



110



---

##### Table of Contents

##### Index to Financial Statements

All services rendered by the principal auditors are permissible under applicable laws and regulations and
were pre-approved by either the Board of Directors or the Audit Committee, as required by law. The fees paid the principal auditors for services as described in the above table fall under the categories listed below:

Audit Fees.    These are fees for professional services performed by the principal auditor for the audit of the Companys
annual financial statements and review of financial statements included in the Companys 10-Q filings and services that are normally provided in connection with statutory and regulatory filing or engagements.

Audit-Related Fees.    These are fees for assurance and related services performed by the principal auditor that are
reasonably related to the performance of the audit or review of the Companys financial statements. These services include attestations by the principal auditor that are not required by statute or regulation and consulting on financial
accounting/reporting standards.

Tax Fees.    These are fees for professional services performed by the
principal auditor with respect to tax compliance, tax planning, tax consultation, returns preparation and review of returns. The review of tax returns includes the Company and its consolidated subsidiaries.

All Other Fees.    These are fees for other permissible work performed by the principal auditor that do not meet the above
category descriptions.

These services are actively monitored (as to both spending level and work content) by the Audit Committee to
maintain the appropriate objectivity and independence in the principal auditors core work, which is the audit of the Companys consolidated financial statements.

The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The
Audit Committee has the responsibility to engage and terminate TCIs independent auditors, to pre-approve their performance of audit services and permitted non-audit services, to approve all audit and non-audit fees, and to set guidelines for
permitted non-audit services and fees. All fees for 2005 and 2004 were pre-approved by the Audit Committee or were within the pre-approved guidelines for permitted non-audit services and fees established by the Audit Committee, and there were no
instances of waiver of approved requirements or guidelines during the same periods.

Under the Sarbanes-Oxley Act of 2002 (the SO
Act), and the rules of the Securities and Exchange Commission (the SEC), the Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. The
purpose of the provisions of the SO Act and the SEC rules for the Audit Committee role in retaining the independent auditor is two-fold. First, the authority and responsibility for the appointment, compensation and oversight of the auditors should
be with directors who are independent of management. Second, any non-audit work performed by the auditors should be reviewed and approved by these same independent directors to ensure that any non-audit services performed by the auditor do not
impair the independence of the independent auditor. To implement the provisions of the SO Act, the SEC issued rules specifying the types of services that an independent may not provide to its audit client, and governing the Audit Committees
administration of the engagement of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not
impair the auditors independence. Accordingly, the Audit Committee has adopted a pre-approval policy of audit and non-audit services (the Policy), which sets forth the procedures and conditions pursuant to which services to be
performed by the independent auditor are to be pre-approved. Consistent with the SEC rules establishing two different approaches to pre-approving non-prohibited services, the Policy of the Audit Committee covers Pre-approval of audit services,
audit-related services, international administration tax services, non-U.S. income tax compliance services, pension and benefit plan consulting and compliance services, and U.S. tax compliance and planning. At the beginning of each fiscal year, the
Audit Committee will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and the approve or reject each



111



---

##### Table of Contents

##### Index to Financial Statements

service, taking into account whether services are permissible under applicable law and the possible impact of each non-audit service on the independent
auditors independence from management. Typically, in addition to the generally pre-approved services, other services would include due diligence for an acquisition that may or may not have been known at the beginning of the year. The Audit
Committee has also delegated to any member of the Audit Committee designated by the Board or the financial expert member of the Audit Committee responsibilities to pre-approve services to be performed by the independent auditor not exceeding $25,000
in value or cost per engagement of audit and non-audit services, and such authority may only be exercised when the Audit Committee is not in session.



112



---

##### Table of Contents

##### Index to Financial Statements

PART IV



|ITEM 15.EXHIBITS | AND CONSOLIDATED FINANCIAL STATEMENTS SCHEDULES
|---------------- | -----------------------------------------------



| | (a) |  | The following documents are filed as part of this Report:
| | --- |  | ---------------------------------------------------------



| | 1. |  | Consolidated Financial Statements
| | -- |  | ---------------------------------

Reports of Independent Registered Public Accounting Firms

Consolidated Balance SheetsDecember 31, 2005 and
2004

Consolidated Statements of OperationsYears Ended December 31, 2005, 2004 and 2003

Consolidated Statements of Stockholders EquityYears Ended December 31, 2005, 2004 and 2003

Consolidated Statements of Cash FlowsYears Ended December 31, 2005, 2004 and 2003

Notes to Consolidated Financial Statements



| | 2. |  | Financial Statement Schedules
| | -- |  | -----------------------------

Schedule IIIReal Estate and Accumulated Depreciation

Schedule IVMortgage Loans on Real Estate

All other schedules are omitted because they are not applicable or because the required information is shown in the Consolidated Financial
Statements or the Notes thereto.



| | 3. |  | Incorporated Financial Statements
| | -- |  | ---------------------------------

Consolidated Financial Statements of Income Opportunity Realty Investors, Inc. (incorporated by reference to Item 8 of Income Opportunity Realty Investors, Inc.s Annual Report on Form 10-K for the year ended December 31, 2005).

Consolidated Financial Statements of American Realty Investors, Inc. (incorporated by reference to Item 8 of American
Realty Investors, Inc.s Annual Report on Form 10-K for the year ended December 31, 2005).



113



---

##### Table of Contents

##### Index to Financial Statements

| | (c) |  | Exhibits
| | --- |  | --------

The following documents
are filed as Exhibits to this Report:



|               |   |  |                                                                                                                                                                                                                                                                                                                                                                                           
|-------------- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |   |  | Description                                                                                                                                                                                                                                                                                                                                                                               
|3.0            |   |  | Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to Exhibit No. 3.1 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 1991).                                                                                                                                                                                 
|3.1            |   |  | Certificate of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to the Registrants Current Report on Form 8-K, dated
June 3, 1996).                                                                                                                                                                                     
|3.2            |   |  | Certificate of Amendment of Articles of Incorporation of Transcontinental Realty Investors, Inc., dated October 10, 2000 (incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000).                                                                                                                                          
|3.3            |   |  | Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., setting forth the Certificate of Designations, Preferences and Rights of Series A Cumulative
Convertible Preferred Stock, dated October 20, 1998 (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
|3.4            |   |  | Certificate of Designation of Transcontinental Realty Investors, Inc., setting for the Voting Powers, Designations, References, Limitations, Restriction and Relative Rights of Series B
Cumulative Convertible Preferred Stock, dated October 23, 2000 (incorporation by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).          
|3.5            |   |  | Certificate of Designation of Transcontinental Realty Investors, Inc., Setting for the Voting Powers, Designating, Preferences, Limitations, Restrictions and Relative Rights of Series C
Cumulative Convertible Preferred Stock, dated September 28, 2001 (incorporated by reference to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).            
|3.6            |   |  | Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc. Decreasing the Number of Authorized Shares of and Eliminating Series B Preferred Stock dated
December 14, 2001 (incorporated by reference to Exhibit 3.7 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2001).                                          
|3.7            |   |  | By-Laws of Transcontinental Realty Investors, Inc. (incorporated by reference to Exhibit No. 3.2 to the Registrants Annual Report on Form 10-K for the year ended December 31,
1991).                                                                                                                                                                                                    
|10.0           |   |  | Advisory Agreement dated as of October 1, 2003, between Transcontinental Realty Investors, Inc. and Prime Income Asset Management LLC (incorporated by reference to Exhibit 10.0 to the
Registrants Current Report on Form 8-K for event occurring October 1, 2003).                                                                                                                     
|14.0           | * |  | Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.0 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2004).                                                                                                                                                                                                          
|21.0           | * |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                           
|31.1           | * |  | Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                   
|32.1           | * |  | Certification pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                         

---

|* |  | Filed herewith.
|-- |  | ---------------



114



---

##### Table of Contents

##### Index to Financial Statements

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



|                      |  |     |  |                                                                                                                                                         
|--------------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  |     |  | TRANSCONTINENTAL REALTY INVESTORS, INC.                                                                                                                 
|                      |  |    
|Dated: March 31, 2006 |  | By: |  | /s/    STEVEN A.
ABNEY                                                                                                                                  
|                      |  |     |  | Steven A. Abney Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Acting Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



|                                                   |  |                                                                                                                                          |  |               
|-------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                          |  | Title                                                                                                                                    |  | Date          
|                                                   |  |                                                                                                                                         
|/s/    TED P.
STOKELY Ted P. Stokely               |  | Chairman of the Board and Director                                                                                                       |  | March 31, 2006
|                                                   |  |                                                                                                                                         
|/s/    HENRY A.
BUTLER Henry A. Butler             |  | Director                                                                                                                                 |  | March 31, 2006
|                                                   |  |                                                                                                                                         
|/s/    SHARON
HUNT Sharon Hunt                     |  | Director                                                                                                                                 |  | March 31, 2006
|                                                   |  |                                                                                                                                         
|/s/    ROBERT A.
JAKUSZEWSKI Robert A. Jakuszewski |  | Director                                                                                                                                 |  | March 31, 2006
|                                                   |  |                                                                                                                                         
|/s/    TED R.
MUNSELLE Ted R. Munselle             |  | Director                                                                                                                                 |  | March 31, 2006
|                                                   |  |                                                                                                                                         
|/s/    STEVEN A.
ABNEY Steven A. Abney             |  | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Acting Principal Executive
Officer) |  | March 31, 2006



115



---

##### Table of Contents

##### Index to Financial Statements

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX

For the Year Ended December 31, 2005



|              |   |  |                                                                                                                                                                                                                                                                                                                                                                                           
|------------- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |   |  | Description                                                                                                                                                                                                                                                                                                                                                                               
|3.0           |   |  | Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to Exhibit No. 3.1 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 1991).                                                                                                                                                                                 
|3.1           |   |  | Certificate of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to the Registrants Current Report on Form 8-K, dated
June 3, 1996).                                                                                                                                                                                     
|3.2           |   |  | Certificate of Amendment of Articles of Incorporation of Transcontinental Realty Investors, Inc., dated October 10, 2000 (incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000).                                                                                                                                          
|3.3           |   |  | Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., setting forth the Certificate of Designations, Preferences and Rights of Series A Cumulative
Convertible Preferred Stock, dated October 20, 1998 (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
|3.4           |   |  | Certificate of Designation of Transcontinental Realty Investors, Inc., setting for the Voting Powers, Designations, References, Limitations, Restriction and Relative Rights of Series B
Cumulative Convertible Preferred Stock, dated October 23, 2000 (incorporation by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).          
|3.5           |   |  | Certificate of Designation of Transcontinental Realty Investors, Inc., Setting for the Voting Powers, Designating, Preferences, Limitations, Restrictions and Relative Rights of Series C
Cumulative Convertible Preferred Stock, dated September 28, 2001 (incorporated by reference to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).            
|3.6           |   |  | Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc. Decreasing the Number of Authorized Shares of and Eliminating Series B Preferred Stock dated
December 14, 2001 (incorporated by reference to Exhibit 3.7 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2001).                                          
|3.7           |   |  | By-Laws of Transcontinental Realty Investors, Inc. (incorporated by reference to Exhibit No. 3.2 to the Registrants Annual Report on Form 10-K for the year ended December 31,
1991).                                                                                                                                                                                                    
|10.0          |   |  | Advisory Agreement dated as of October 1, 2003, between Transcontinental Realty Investors, Inc. and Prime Income Asset Management LLC (incorporated by reference to Exhibit 10.0 to the
Registrants Current Report on Form 8-K for event occurring October 1, 2003).                                                                                                                     
|14.0          | * |  | Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.0 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2004).                                                                                                                                                                                                          
|21.0          | * |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                           
|31.1          | * |  | Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                   
|32.1          | * |  | Certification pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                         

---

| |  | Filed herewith.
|- |  | ---------------



116