UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 1996

Commission File Number:      2-88845-A

Exact name of Registrant as specified in its charter:

     Florida Income Fund, L.P.

State or other Jurisdiction of incorporation or organization:

     Iowa

I.R.S. Employer Identification Number:

     59-2337910

Address of Principal Executive Offices:

     12800 University Drive, Ste 675
     Fort Myers, FL 33907

Registrant's Telephone Number, including Area Code:

     (941) 481-2011

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

     None

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

     None

The registrant 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 has been subject to such filing requirements for the past 90
days.


<PAGE>
<PAGE>

                            FLORIDA INCOME FUND, L.P.
                                FORM 10-K - 1996
                       CONTENTS AND CROSS REFERENCE INDEX

PART     ITEM                                                       FORM 10-K
 NO.      NO.                    DESCRIPTION                         PAGE NO.
----     ----                    -----------                        ---------

I        1       Business                                                   3

         2       Properties                                             3 - 7

         3       Legal Proceedings                                          7

         4       Submission of Matters to a Vote of
                 Security Holders                                           7

II       5       Market for Registrant's Partnership
                 Equity and Related Partner Matters                         8

         6       Selected Financial Data                                    8

         7       Management's Discussion and Analysis of
                 Financial Condition and Results of Operations         9 - 11

         8       Financial Statements and Supplementary Data          12 - 28

         9       Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure                    29


III      10      Directors and Executive Officers of
                 the Registrant                                       29 - 31

         11      Executive Compensation                               32 - 33

         12      Security Ownership of Certain Beneficial
                 Owners and Management                                     33

         13      Certain Relationships and Related Party
                 Transactions                                              33

IV       14      Exhibits, Financial Statement Schedules
                 and Reports on Form 8-K                                   34

                 Signatures                                                35

                                       2



<PAGE>
<PAGE>
                                     PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS - Florida Income Fund, L.P., (the Partnership)
is an Iowa Limited Partnership formed as of March 1984, for the purpose of
investing in a diversified portfolio of income-producing commercial and
residential real estate properties primarily located in Southwest Florida. The
Partnership's primary objectives are to preserve and protect the Partnership's
original capital, provide distributable cash, a portion of which may constitute
nontaxable income, obtain capital appreciation through increases in value of
Partnership properties, and realize capital gains from the sale of Partnership
properties.

There can be no assurance that these objectives will be achieved. The
achievement of these objectives depends on many factors, including principally
the ability of the Managing General Partner to select suitable properties
(completed) at favorable prices and the successful management of those
properties. The General Partners of the Partnership are Mariner Capital
Management, Inc., a Florida corporation (Managing General Partner or Mariner)
and MCD Real Estate, Inc., an Ohio corporation. The primary market is
Southwest Florida. The partnership invested in several properties in order to
achieve a measure of diversification. The Partnership's original intent was to
hold these properties as long-term investments. The Managing General Partner
has chosen to invest primarily in Southwest Florida because of its experience
in dealing in real estate in this area. Southwest Florida offers, in
management's opinion, a competitive but growing market in which to meet its
performance objectives.

On March 28, 1984, a registration statement on Form S-18 for an offering of
5,000 units of limited partnership interest at $1,000 per unit became effective
with the United States Securities and Exchange Commission (File No. 2-88845-A).
McDonald and Company Securities, Inc., an affiliate of MCD Real Estate, Inc.,
one of the General Partner's, acted as the Managing Dealer for the offering,
which ended July 8, 1984, when all units were sold.

The Partnership itself has no executive officers as employees. The Managing
General Partner, which has responsibility for the management of the
Partnership, has assigned certain individuals to devote as much time to the
operations of the Partnership as deemed necessary. All these individuals serve
the Partnership on a part-time basis. The Managing General Partner is also a
General Partner in several other public and private limited partnerships
engaged in similar activities.

ITEM 2. PROPERTIES

The Partnership has acquired four properties which it continues to hold and
operate. These four properties are: (1) Edison Square Shopping Center, acquired
on October 19, 1984; (2) Corporate Office Park, acquired April 15, 1985; (3)
Gallery Motel, acquired June 27, 1985; (4) Villas Plaza Shopping Center
acquired December 6, 1985.

A brief description of these properties and the terms of purchase by the
Partnership is as follows:

                                       3



<PAGE>
<PAGE>

                                  EDISON SQUARE

Edison Square is a strip shopping center located in Lee County, Florida,
consisting of approximately 40,000 square feet of net leasable area situated on
3.45 acres of land. The building was completed in early 1984, and is of
contemporary design with masonry construction and glass store fronts. Edison
Square Shopping Center is located on Fowler Street, just east of Edison Mall -
the area's largest regional shopping mall. The property also has access from
Colonial Boulevard, which is a major artery from I-75 to Fort Myers. Fowler
street is a major north/south artery.

The Partnership acquired the Edison Square property on October 19, 1984. The
Partnership has capitalized the following costs associated with the purchase of
Edison Square.

       Original Purchase Price                               $3,295,000
       Acquisition Fee                                          131,800
       Less:   Seller Adjustment for not
               meeting certain leasing requirements            (100,000)
                                                             ----------
       Total Capitalized costs of Acquisition                $3,326,800
                                                             ----------

The terms of the purchase were $997,000 cash. A first mortgage of $1,645,000
was also placed on the property subsequent to closing. The remaining purchase
price was financed by a second mortgage from the seller in the amount of
$553,000 at 11% which has subsequently been paid off.

The Partnership refinanced this loan as of September 8, 1994. The terms of this
mortgage are as follows:

         The principal amount borrowed was $1,725,000. The interest rate is
         fixed at 10.6% and the loan balloons on October 1, 2001. This loan is
         being amortized over 22 years and has a principal and interest payment
         amount of $16,894.90. The loan is non recourse and Edison Square
         Shopping Center is the collateral. The Partnership's debt increased
         from $1,426,000 to $1,725,000. These excess proceeds were used to pay
         for capital improvements and for loan refinance costs.

         The loan can not be prepaid in the first year but may be prepaid after
         the second year with a prepayment amount either the greater of (a) 1%
         of the principal balance of the note being prepaid or (b) the ratio of
         the principal balance of the note being prepaid over the outstanding
         principal balance of the note on the prepayment date multiplied by the
         present value as of the prepayment date of the remaining scheduled
         payments determined by discounting such payments at the discount rate
         less the amount of the outstanding principal balance of the note on
         the prepayment date. Borrower is also obligated to escrow funds for
         insurance, taxes and a replacement reserve.

When purchased, the property was 62.5% occupied. At December 31, 1996 and 1995
the property was 93% and 97% occupied.

                                       4



<PAGE>
<PAGE>


                                 CORPORATE PARK

The Partnership acquired Corporate Park on April 15, 1985. The property is an
office complex consisting of approximately 12,800 square feet situated on 1.13
acres of land. Corporate Park is located on Evans Avenue in Fort Myers, Lee
County, Florida. The property is a few blocks from the Metro Park Outlet Mall
and the Edison Mall. It is also enhanced by its excellent access to Colonial
Boulevard - a main thoroughfare to I-75.

The Partnership has capitalized the following costs associated with the
acquisition of Corporate Park:

       Original Purchase Price                               $1,000,000
       Acquisition Fee                                           20,000
       Brokerage Commission                                      30,000
       Appraisal                                                  2,000
                                                             ----------
       Total Capitalized Cost                                $1,052,000
                                                             ----------

The property was purchased for cash and then subsequently financed with a
$620,000 mortgage which has since been paid off with borrowings from an
affiliated partnership.

At December 31, 1996 and 1995, Corporate Park was 100% occupied.

Corporate Office Park and Villas Plaza Shopping Center are secured by a first
mortgage to an affiliated partnership in the amount of $1,400,000. The
interest rate is 12%. This loan matures on December 31, 1997.

                         GALLERY MOTEL (NOW SEASIDE INN)

The Partnership's third acquisition was purchased on June 27, 1985. The
property is a motel consisting of 7 buildings, which house 32 rental units
including 10 motel, 4 efficiency and 8 one-bedroom cottages situated on 1.88
acres of land.

The property also includes a pool, 200 feet of direct frontage on the Gulf of
Mexico and office facilities. The buildings are approximately 25 years old and
were renovated in 1995. They consist of concrete block and wood veneer
construction for some buildings and wood construction for others. All units are
elevated to prevent flooding. The Gallery Motel is located on East Gulf Drive
on Sanibel Island, Florida, directly on the Gulf of Mexico, near the east end
of the Island. Sanibel is located in Lee County, just off Florida's West Coast.

                                       5


<PAGE>
<PAGE>


The Partnership has capitalized the following costs associated with the
acquisition of Gallery Motel:

       Original Purchase Price                               $2,150,000
       Acquisition Fee                                          100,000
       Less:   Imputed discount on
               mortgage loan                                   (134,000)
                                                             ----------
       Total Capitalized Cost                                $2,116,000
                                                             ----------

Terms of the purchase provided for a cash down payment of $1,000,000 and a
seller mortgage at 11.7% interest rate in the amount of $1,150,000 (which was
discounted to $1,016,000). The purchase terms were negotiated with no interest
or principal payments due for the first year. This mortgage was refinanced with
a local financial institution in December, 1986 at prime plus one percent.

On February 1, 1990, the Partnership consolidated other debts by increasing its
loans on the Gallery Motel with a local financial institution. The loan balance
at December 31st is $2,545,747. The maturity date has now been extended to
November 1, 1996 with an interest rate of Prime plus 1-1/2%; monthly principal
payments of $3,400 commencing July 1, 1995 until maturity, at which time
balance is due in full.

Proceeds from the above mentioned loan were used to pay off $950,000 ($790,000
and $160,000) of notes payable to affiliates, $250,000 of un-collateralized
line of credit and $1,433,768 of mortgages payable to banks. The remainder was
used for capital improvements.

A total renovation of the property was completed in 1995 and it was renamed
Seaside Inn. The Partnership has also obtained a $650,000 loan from an
unaffiliated lender in order to complete renovations. This loan is interest
only at a rate of 12% and is paid quarterly. The loan balloons October 1997.
As of December 31, 1995, $650,000 of the loan had been drawn. The total cost of
the renovations was approximately $985,000. The excess costs were invested by
the management company and are non-refundable unless the management company
purchases the property at which time that sum will be credited to the purchase
price.

The management company, South Seas Resorts Company (SSRC), an affiliate of the
general partner has signed an option agreement to acquire the property on or
before January 1997, at a price of $6,485,000. This price assumes renovations of
$335,000 of which $330,000 has been funded to date. Since the transaction is
between affiliated companies, the general partner must seek approval from the
limited partners of (1) the option terms and (2) an amendment of the
partnership agreement to permit the sale to an affiliate. That approval was
solicited in August 1996. Once approved the transaction still represented an
option, however SSRC closed on the purchase of this property in January 1997
as reported in an 8-K filed January 15, 1997.


                                       6



<PAGE>
<PAGE>
                                  VILLAS PLAZA

The Partnership's final property acquisition was made on December 6, 1985. The
property is a shopping center consisting of approximately 36,000 square feet
situated on 3.51 acres of land, located in Lee County, Florida. There are three
buildings with ages ranging from 15 to 30 years. The buildings consist of
masonry construction with wood trim. Villas Plaza is located directly on U.S.
41 and Crystal Drive in Fort Myers, Florida.

The Partnership has capitalized the following costs associated with the
acquisition of Villas Plaza:

       Original Purchase Price                               $1,750,000
       Acquisition Fee                                           52,000
       Commissions and Appraisal Fees                             4,000
                                                             ----------
       Total Capitalized Cost                                $1,806,000
                                                             ----------

Terms of purchase provided for assumption of a first mortgage of $586,000, a
second mortgage from the seller for $328,000, with the balance paid in cash.
The second mortgage was paid off and refinanced with a 10% interest only
mortgage obtained from an affiliated partnership. The second mortgage matured
in January 1990. In February 1990, $160,000 of this second mortgage was paid
off from proceeds of the Gallery Motel refinancing (See Page 6). On December
31, 1992, the Partnership borrowed $500,000 of additional cash from an
affiliated partnership and satisfied the $150,000 second mortgage on Edison
square. This resulted in a new loan of $1,350,000 secured by Villas Plaza and
Corporate Office Park, with a 12% interest rate and matures December 31, 1994.
Proceeds from this refinance were used to pay off the original first mortgage
in January 1993, the $150,000 line of credit, the 1% point associated with the
refinance and the remainder will be used for capital improvements to the
properties. The Partnership has obtained a new loan in the amount of $1,400,000
to be used to pay this loan in full and cover loan costs. See prior discussion
under "Corporate Park".

At December 31, 1996 and 1995, the property was 73% and 70% occupied.

The Partnership sold the Villas Plaza to an unrelated purchaser on March 20,
1997 at a price of $1,900,000.  The sale generated approximately $620,000
which is available for distribution to the partners.

ITEM 3. LEGAL PROCEEDINGS

The Partnership is not a party to nor is any of the Partnership property the
subject of any material pending legal proceedings.

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

None except for item discussed above under "Gallery Motel" which was submitted
on August 8, 1996.  4,950 of the 5,005 limited partnership interests voted in
favor of selling the facility, representing a 91.7% approval.  87 partnership
interests voted against consummating the sale, or abstained, and 338 failed to
vote, which represents a 8.3% negative or abstention vote.  The consent
document required a 66.67% affirmative vote.

                                       7


<PAGE>
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANTS'S PARTNERS' EQUITY AND RELATED PARTNER MATTERS

The Partnership units are not traded on any public market and it is not
contemplated these units will be traded on any public market in the future. As
of December 31, 1996, there were 449 Limited Partners.

The Partnership paid quarterly cash distributions totaling $263,421, $105,368
and $237,078 during 1996, 1995 and 1994, respectively. The Partnership intends
to use operating cash produced by the Partnership for capital improvements in
1997 and to distribute any excess cash to the Partners.

<TABLE>
<CAPTION>
ITEM 6. SELECTED FINANCIAL DATA

                                                                 YEARS ENDED DECEMBER 31,
                                              --------------------------------------------------------------
                                                1996          1995         1994         1993         1992
                                              ---------    ----------   ----------   ----------   ----------
<S>                                           <C>          <C>          <C>          <C>          <C>
Operating revenues (including
interest income of $7,162 for 1996,
$55 for 1995, $37 for 1994,
$1,151 for 1993 and $1,579 for 1992           $2,469,967   $2,210,238   $2,079,030   $2,133,634   $2,149,907

Net income (loss)                             $ (169,012)  $  (77,025)  $   68,009   $  196,756   $  296,991

Net income (loss) per weighted
average Limited Partnership unit              $   (32.08)  $   (14.62)  $    12.91   $    37.35   $    56.37

Total assets                                  $8,318,811   $8,461,619   $8,335,671   $7,695,432   $8,185,649

Mortgages and notes payable                   $6,231,301   $6,299,697   $6,155,942   $5,503,249   $5,766,412

Distributions to Limited Partners             $  250,250   $  100,100   $  225,225   $  400,409   $  558,080

Distributions per Limited
Partnership unit                              $    50.00   $    20.00   $    45.00   $    80.00   $   111.50

Partners' equity                              $1,151,542   $1,583,975   $1,766,368   $1,935,437   $2,160,164

Book value per Limited Partnership unit       $   252.84   $   334.92   $   369.54   $   401.63   $   444.29
</TABLE>

Also, refer to Item #8 and the audited Financial Statements referred to herein.

                                       8

<PAGE>
<PAGE>


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

LIQUIDITY - The principal sources of the Partnership's liquidity are income
from commercial real estate purchased for the Partnership's portfolio (as
described in Results from Operations), and cash reserves.

The Partnership has two loans that it extended in 1995. Corporate Park and
Villas Plaza Shopping Center are collateralized by a $1,350,000 first mortgage
from an affiliated partnership.  The interest rate is 12%. This loan was
refinanced in the amount of $1,400,000 at an interest rate of 12% and
extended to December 31, 1997, with no prepayment penalty. The loan is
interest only with interest paid quarterly.

The maturity date of the Gallery Motel loan in the amount of $2,545,747 has
been extended until March 31, 1997, by a local financial institution. See
discussion to sell property under Item 2.

The Managing General Partner has prepared sales packages on all of the
properties and has offered all of the properties for sale. The properties are
offered for sale above their current carrying value. A sale of all or some of
the properties would increase cash to the Partnership. however, cash flow from
operations would decrease due to the property sale. The Partnership properties
are not considered to be institutional grade due to their smaller size and lack
of sufficient credit tenants; therefore those properties do not have a broad
range of potential purchasers. The purchasers of these property types tend to
be smaller, with less access to the capital markets for funding. There has
been some improvement in this area over the past year and management is
hopeful that it can take advantage of that fact in finding qualified buyers
but can make no predictions at this time.

The Partnership has obtained a $650,000 loan from an unaffiliated lender in
order to renovate the Gallery Motel. This is an interest only loan with a rate
of 12% paid quarterly. Management believes that these renovations will
increase the value of the Gallery Motel through an increase in rate and
occupancy.

Partner distributions in 1996 were higher than in 1995 due to the Gallery
Motel being operated for twelve months in 1996.

Other factors that could affect liquidity are unexpected vacancies,
unanticipated capital improvements and the strength of the Florida tourist
industry. Other than as discussed above, Management is not aware of any trends
or demands, commitments events or uncertainties that will result, or that are
reasonably likely to result, in the Partnership's liquidity increasing or
decreasing in any material way.

CAPITAL RESOURCES - As of December 31, 1996, the Partnership had $334,144 in
cash and other interest-bearing deposits.

In connection with debt refinancing in 1995, see Section 7 under Liquidity.

                                       9



<PAGE>
<PAGE>

Land and buildings (net of accumulated depreciation of $3,543,798 and
provision for impairment of $229,500) are carried at $7,544,846 at December
31, 1996.  Improvements to rental properties totaled $42,038 in 1996. The
improvements were paid for out of cash from operating activities.

Management does not anticipate significant capital improvement expenditures in
1997. Factors influencing this would be unexpected vacancies, unanticipated
capital improvements and general property conditions.

RESULTS OF OPERATIONS

COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1996 AND 1995

During the years ended December 31, 1996 & 1995, the Partnership's principal
sources of revenue were rental income of $2,305,736 and $2,041,407 and expense
reimbursements from tenants of $157,069 and $168,776, respectively. The
increase in rental revenues was attributed to the following properties:
Corporate Park increased $7,482, Edison Square increased $11,732, Villas Plaza
decreased $5,375 and Gallery Motel increased $250,490. Corporate Park was 100%
occupied during the entire year of 1996. Revenue increases at Edison Square and
Corporate Park were due to higher occupancy and increased rental rates from
CPI increases.

The room revenue increase at the Gallery Motel was due to higher
average daily rate in 1996 as compared to 1995. The average daily room rate
increased more than 10.0% from $148.62 to $163.98. Additionally, there were
2,511 more room nights available to be rented as a result of the motel
renovations being completed.

Property operating expenses have increased from $1,048,958 to $1,078,297
primarily due to increases in operating costs at the Gallery Motel.

Depreciation expense increased from $324,214 to $454,860 due to additional
assets being put into service in 1995. Interest expense decreased $28,515
due to lower mortgage balances on the Edison Square and Gallery loans.

Management recognized a loss on impairment of $229,500 and $0 at December 31,
1996 and 1995, respectively.

COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1995 AND 1994

During the years ended December 31, 1995 and 1994, the Partnership's principal
sources of revenue were rental income of $2,041,407 and $1,913,524 and expense
reimbursements from tenants of $168,776 and $165,469, respectively. The
increase in rental revenues was attributed to the following properties:
Corporate Park increased $35,823, Edison Square increased $49,826, Villas
Plaza decreased $7,287 and Gallery Motel increased $49,521. Corporate Park
experienced a vacancy for part of 1994 and was 100% occupied during the entire
year of 1995. Revenue increases at Edison Square and Corporate Park were due
to higher occupancy and increased rental rates from cost of living increases.
The room revenue increase at the Gallery Motel was due to higher occupancy and
average daily rate in 1995 as compared to 1994.  The average daily room rate
increased 10.0% from $134.97 to $148.62.  This rate increase was offset by 427
less room nights being rented in 1995 due to the motel being renovated.

                             10

<PAGE>
<PAGE>

Property operating expenses have increased from $920,310 to $1,048,958
primarily due to increases in operating costs at the Gallery Motel.

Depreciation expense increased from $311,631 to $324,214 due to additional
assets being put into service in 1995.  Interest expense increased $99,280
due to higher interest rate and a higher mortgage balance on the Edison
Square loan and the interest associated with the $650,000 loan for the
Gallery renovations.

COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1994 AND 1993

During the years ended December 31, 1994 and 1993, the Partnership's principal
sources of revenue were rental income of $1,913,524 and $1,960,705 and expense
reimbursements from tenants of $165,469 and $171,778, respectively.  The
decrease in rental revenues was attributed to the following properties:
Corporate Park decreased $29,218, Edison Square increased $26,834, Villas Plaza
increased $9,591 and Gallery Motel decreased $54,388.  Corporate Park
experienced a vacancy for part of 1994 and was 100% occupied during the entire
year of 1993.  Revenue increases at Edison Square and Villas Plaza were due to
higher occupancy and increased rental rates from cost of living increases.  The
room revenue decrease at the Gallery Motel was due to lower occupancy in 1994
as compared to 1993.  Although the average daily room rate increased 5.3% from
$128.12 to $135.63, overall gross revenue declined because occupancy declined
from 78.6% in 1993 to 71.3% in 1994 or a total of 848 room nights.

Property operating expenses have increased from $901,143 to $920,310 primarily
due to increases in insurance costs. In the past two years, the Gallery Motel
has settled several claims relating to Workman's Compensation and General
Liability claims. These claims plus a general increase in insurance premiums in
the insurance market have contributed to the rise in insurance costs.

Depreciation expense increased from $293,177 to $311,631 due to additional
assets being put into service in 1994. Interest expense increased $30,602 due
to higher interest rate and a higher mortgage balance on the Edison Square loan
and the interest associated with the $650,000 loan for the Gallery renovations.
($500,000 drawn in 1994.)

INFLATION - At the present time, inflation and changing prices have not had a
significant impact on operations, however the impact on future operations is
not currently determinable.

CHANGING RETAIL CONDITIONS - The Florida retail market has changed
significantly over the past few years with the trend toward super stores among
the giant retailers. Management expects this trend to continue into the next
decade. Among the retailers opening super stores are the following:

           Walmart                       Builders Square
           K-Mart                        Circuit City
           Target                        Sam's Wholesale
           Home Depot



<PAGE>
<PAGE>

These super stores offer most of the products that are offered by the small
retailers.  They are able to do so at highly competitive prices which has
driven many of the smaller retailers out of business or forced them to seek
rent relief in order to stay in business.

This trend has had a negative effect on both occupancies and rental rates at
properties such as those held by the Fund.  Management has had to compete with
other properties for dwindling supply of small retailers.  Management expects
this trend to continue.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Balance Sheets of the Partnership as of December 31, 1996 and 1995 and the
Statements of Income, Partner's Capital and Cash Flows of the Partnership for
each of the three years in the period ended December 31, 1996, as well as the
Notes to Financial Statements and Schedule III and the Report of Independent
Accountants there on, dated March 20, 1997, are set forth herein:

                                       12



<PAGE>
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners
Florida Income Fund, L.P.

We have audited the accompanying balance sheets of Florida Income Fund, L.P.
as of December 31, 1996 and 1995, and the related statements of income,
partners' capital, and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Florida Income Fund, L.P. as
of December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.




                                                COOPERS & LYBRAND L.L.P.


Fort Myers, Florida
March 20, 1997

                                     13



<PAGE>
<PAGE>



FLORIDA INCOME FUND, L.P.
BALANCE SHEETS
December 31, 1996 and 1995

<TABLE>
<CAPTION>
              ASSETS                                                          1996                1995
                                                                         ------------------- -------------------
<S>                                                                      <C>                 <C>
CURRENT ASSETS
   Cash and cash equivalents                                             $   334,144         $    72,979
   Accounts receivable, trade                                                 54,295              21,993
   Prepaid expenses and other                                                 86,025              60,457
                                                                         ------------------- -------------------
     Total current assets                                                    474,464             155,429
                                                                         ------------------- -------------------

RENTAL PROPERTIES, net                                                     7,544,846           8,187,168
                                                                         ------------------- -------------------

INTANGIBLE ASSETS
   Deferred loan costs, net                                                   70,001             119,022
                                                                         ------------------- -------------------

      Total assets                                                       $ 8,089,311         $ 8,461,619
                                                                         =================== ===================

  LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
   Current maturities of notes and mortgages payable                     $ 3,183,070         $ 2,573,342
   Current maturities of notes payable to affiliates                       1,400,000                   0
   Accounts payable                                                           59,273              52,122
   Accrued expenses                                                           80,249              67,899
   Customer and security deposits                                            141,063             128,605
   Deposit on sale of rental property                                        425,883             329,323
                                                                         ------------------- -------------------
      Total current liabilities                                            5,289,538           3,151,291
                                                                         ------------------- -------------------

NOTES AND MORTGAGES PAYABLE
   Notes and mortgages payable, less current maturities                    1,648,231           2,326,353
   Notes and mortgages payable to affiliates, less current maturities              0           1,400,000
                                                                         ------------------- -------------------
      Total notes and mortgages payable                                    1,648,231           3,726,353
                                                                         ------------------- -------------------

PARTNERS' CAPITAL
   General partners deficiency                                              (113,913)            (92,291)
   Limited partners, 5,005 limited partnership units authorized;
        5,005 issued and outstanding                                       1,265,455           1,676,266
                                                                         ------------------- -------------------
      Total partners' capital                                            $ 1,151,542         $ 1,583,975
                                                                         ------------------- -------------------
      Total liabilities and partners' capital                            $ 8,089,311         $ 8,461,619
                                                                         =================== ===================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       14


<PAGE>
<PAGE>

FLORIDA INCOME FUND, L.P.
STATEMENTS OF INCOME
years ended December 31, 1996, 1995 and 1994



<TABLE>
<CAPTION>
                                                                          1996             1995               1994
                                                                  ----------------  ----------------  -----------------
<S>                                                                <C>                <C>                <C>
Revenues
   Rental income                                                   $   2,305,736      $  2,041,407       $  1,913,524
   Tenant reimbursements                                                 157,069           168,776            165,469
   Interest income                                                         7,162                55                 37
                                                                  ----------------  ----------------  -----------------

                                                                       2,469,967         2,210,238          2,079,030
                                                                  ----------------  ----------------  -----------------

Expenses
   Property operating expenses                                         1,078,297         1,018,268            906,438
   Interest expense                                                      556,858           589,648            465,248
   Interest expense - affiliates                                         168,000           163,725            172,027
   Depreciation                                                          454,860           324,214            311,631
   Property taxes                                                        143,090           146,292            150,487
   Bad debt expense                                                        8,374                 0              5,190
   Loss on impairment of asset                                           229,500                 0                  0
   Loss on disposal of fixed assets                                            0            45,116                  0
                                                                  ----------------  ----------------  -----------------

                                                                       2,638,979         2,287,263          2,011,021
                                                                  ----------------  ----------------  -----------------

      Net income (loss)                                            $    (169,012)     $    (77,025)      $     68,009
                                                                  ================  ================  =================

Net income (loss) allocated to general partner                     $      (8,451)     $     (3,851)      $      3,400
                                                                  ================  ================  ================

Net income (loss) allocated to limited partners                    $    (160,561)     $    (73,174)      $     64,609
                                                                  ================  ================  =================

Net income (loss) per limited partner unit                         $      (32.08)     $     (14.62)      $      12.91
                                                                  ================  ================  =================

Distributions per limited partner unit                             $       50.00      $      20.00       $      45.00
                                                                  ================  ================  ================
Weighted average limited partner units outstanding                         5,005             5,005              5,005
                                                                  ================  ================  ================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       15



<PAGE>
<PAGE>



FLORIDA INCOME FUND, L.P.
STATEMENTS OF PARTNERS' CAPITAL
years ended December 31, 1996, 1995, and 1994



<TABLE>
<CAPTION>

                                                                      GENERAL           LIMITED
                                                                      PARTNERS          PARTNERS          TOTAL
                                                                   ---------------   ----------------  ----------------
<S>                                                                 <C>               <C>               <C>
Balances, January 1, 1994                                           $  (74,719)       $ 2,010,156       $ 1,935,437

   Net income                                                            3,400             64,609            68,009

   Distributions                                                       (11,853)          (225,225)         (237,078)
                                                                   ----------------  ----------------  ----------------
Balances, December 31, 1994                                            (83,172)         1,849,540         1,766,368

    Net loss                                                            (3,851)           (73,174)          (77,025)

   Distributions                                                        (5,268)          (100,100)         (105,368)
                                                                   ----------------  ----------------  ----------------
Balances, December 31, 1995                                            (92,291)         1,676,266         1,583,975

   Net loss                                                             (8,451)          (160,561)         (169,012)

   Distributions                                                       (13,171)          (250,250)         (263,421)
                                                                   ----------------  ----------------  ----------------
Balances, December 31, 1996                                        $  (113,913)      $  1,265,455      $  1,151,542
                                                                   ================  ================  ================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     16



<PAGE>
<PAGE>



FLORIDA INCOME FUND, L.P.
STATEMENTS OF CASH FLOWS
years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>
                                                                        1996              1995              1994
                                                                   ----------------  ----------------  ----------------
<S>                                                                <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                               $    (169,012)    $       (77,025)  $        68,009
   Adjustments to reconcile net income (loss) to net cash
        provided by operating activities
      Amortization of loan cost                                           49,020              30,690            13,872
      Depreciation                                                       454,860             324,211           311,631
      Bad debt                                                             8,374                   0             5,190
      Loss on disposal of rental property improvements                         0              45,116                 0
      Loss on impairment of rental property                              229,500                   0                 0
      (Increase) decrease in:
        Accounts receivable                                              (32,302)             17,121            (3,609)
        Prepaid expenses and other                                       (33,942)            (10,217)          (19,323)
      Increase (decrease) in:
        Accounts payable and accrued expenses                             19,502            (196,273)           90,213
        Customer and security deposits                                    12,458              31,538            13,850
                                                                   ----------------  ----------------  ----------------
           Net cash provided by operating activities                     538,458             165,161           479,833
                                                                   ----------------  ----------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Improvements to rental properties                                     (42,038)           (924,987)         (346,224)
   Rental property sale deposit                                           96,560             329 323                 0
                                                                   ----------------  ----------------  ----------------
           Net cash used in investing activities                          54,522            (595,664)         (346,224)
                                                                   ----------------  ----------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments under line-of-credit agreement                                   0                   0          (111,000)
   Proceeds of borrowings from unaffiliated companies                          0             150,000         2,225,000
   Proceeds of borrowings from affiliates                                      0           1,400,000                 0
   Repayments of borrowings to unaffiliated companies                    (68,394)            (56,247)       (1,461,307)
   Repayment of borrowings to affiliate                                        0          (1,350,000)                0
   Loan origination fees paid                                                  0             (57,318)          (96,749)
   Partner distributions paid                                           (263,421)           (105,368)         (237,078)
                                                                   ----------------  ----------------  ----------------
           Net cash provided by (used in)
                financing activities                                    (331,815)            (18,933)          318,866
                                                                   ----------------  ----------------  ----------------
Net increase (decrease) in cash and cash equivalents                     261,165            (449,436)          452,475

Cash and cash equivalents at beginning of year                            72,979             522,415            69,940
                                                                   ----------------  ----------------  ----------------
Cash and cash equivalents at end of year                           $     334,144     $        72,979   $       522,415
                                                                   ================  ================  ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest on borrowings--affiliates                           $     126,000     $       206,863   $       131,194
      Interest on borrowings--other                                      507,838             556,653           451,376
                                                                   ----------------  ----------------  ----------------
                                                                   $     633,838     $       763,516   $       582,570
                                                                   ================  ================  ================
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                     17




<PAGE>
<PAGE>

FLORIDA INCOME FUND, L.P.
NOTES TO FINANCIAL STATEMENTS


1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       ORGANIZATION

          Florida Income Fund, L.P. (the Partnership) was formed on November
          7, 1983, by the filing of a Certificate and Agreement of Limited
          Partnership (Partnership Agreement) under the laws of the State of
          Iowa. The General Partners, MCD Real Estate, Inc. (MCD) and Mariner
          Capital Management, Inc. (MCM), also the Managing General Partner,
          contributed $10,000 and the Initial Limited Partner contributed
          $5,000 in the initial capitalization of the Partnership. The
          Partnership was formed for the purpose of investing in a diversified
          portfolio of income-producing commercial and residential real estate
          properties located in Florida. The Partnership owns Edison Square
          and Villas Plaza (two retail shopping centers), Corporate Park (an
          office complex) and the Gallery Motel.

       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A summary of the significant accounting policies of the Partnership
          follows:

          RENTAL INCOME: The Partnership leases space in its retail centers.
          These leases range from one to fifteen years and include provisions
          for minimum rent increases at stated amounts or the Consumer Price
          Index.

          ALLOCATION OF NET INCOME (LOSS): In accordance with the Partnership
          Agreement, net income (loss), prior to recoupment of the Partners'
          original capital investment, is allocated five percent (5%) to the
          General Partners and ninety-five percent (95%) to the Limited
          Partners as a class. Subsequent to recoupment, income (loss) is
          allocated twenty percent (20%) to the General Partners and eighty
          percent (80%) to the Limited Partners as a class.

          RENTAL PROPERTIES

          In March 1995, the Financial Accounting Standards Board (FASB)
          issued Statement of Financial Accounting Standards No. 121,
          "Accounting for the Impairment of Long-Lived Assets to be Disposed
          of" (SFAS 121).  The Statement requires that long-lived assets and
          certain identifiable intangibles to be held and used be reviewed for
          impairment whenever events or changes in circumstances indicate that
          their carrying amount may not be recoverable.  In assessing
          recoverability, estimates of future cash flows expected to result
          from the use of the asset and its eventual disposition should be
          used.  If the sum of the expected future cash flows (undiscounted
          and without interest charges) is less than the carrying amount of
          the asset, an impairment loss should be recognized based on the
          value of the asset.  Management has reviewed the partnership's
          property holdings and believes that an impairment of the Corporate
          Park property exists.  A loss of $229,500 on impairment of the
          Corporate Park property has been recognized in the year ended
          December 31, 1996.

                                    18


<PAGE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS, CONTINUED

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          Depreciation is computed principally under the straight-line method
          over the estimated useful lives of the assets.  Repairs and
          maintenance are included in operating expenses and major improvements
          are capitalized.

          Upon the sale or retirement of depreciable assets, the cost and
          related accumulated depreciation are removed from the accounts and
          the difference between the carrying value and any proceeds realized
          on sale is included in the determination of net income.

          TENANT REIMBURSEMENTS: Common area maintenance, property tax and
          utilities expenses for the rental properties are reimbursed to the
          fund through tenant assessments. These costs are included in
          property operating expenses and property tax expense.

          DEFERRED LOAN COSTS: Loan costs incurred from financing and
          refinancing the various property acquisitions have been capitalized
          at cost and are being amortized over the lives of the related loans.
          Amortization of loan costs is included with interest expense in the
          income statement.

          INCOME TAXES: The accompanying financial statements do not show a
          provision or liability for Federal or State income taxes because the
          Partners are taxed individually on their share of Partnership
          earnings.

          PER UNIT INCOME: Per unit income is based on the weighted average
          number of units outstanding for the years ended December 31, 1996,
          1995 and 1994.

          CASH EQUIVALENTS: For purposes of the statement of cash flows, the
          Partnership considers all highly liquid investments with a maturity
          of three months or less when purchased to be cash equivalents.

          FAIR VALUE OF FINANCIAL INSTRUMENTS:  The recorded value for cash and
          cash equivalents approximates fair value because of the short
          maturity of these instruments. The fair value of the Partnership's
          short and long-term notes and mortgages payable at December 31, 1996,
          based upon market rates, approximates the amounts disclosed in
          Footnote 4.

          RECLASSIFICATIONS:  Certain amounts in the 1995 and 1994 financial
          statements have been reclassified to conform to the current year
          presentation.  These reclassifications have no effect on the net
          income or partners' capital previously reported.

                                     19


<PAGE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS, CONTINUED


1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          MANAGEMENT'S USE OF ESTIMATES: The preparation of financial
          statements in conformity with generally accepted accounting
          principles requires management to make estimates and assumptions
          that affect the reported amounts of assets and liabilities and
          disclosure of contingent assets and liabilities at the date of the
          financial statements and the reported amounts of revenues and
          expenses during the reporting period. Actual results could differ
          from those estimates.



2.     RENTAL PROPERTIES:

       Rental properties consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                  1996               1995
                                            ----------------  ----------------
        <S>                                 <C>               <C>
        Land                                $     2,429,433   $     2,429,433
        Buildings and improvements                8,888,711         8,846,673
        Loss on impairment of asset                (229,500)                0
                                            ----------------  ----------------
                                                 11,088,644        11,276,106
        Accumulated depreciation                 (3,543,798)       (3,088,938)
                                            ----------------  ----------------
        Rental properties, net                    7,544,846         8,187,168
                                            ================  ================


</TABLE>

       Two properties, Gallery Motel and the Villas Plaza, were sold subsequent
       to year end (See Note 6).  The carrying value of these properties at
       December 31, 1996 was $4,251,355.

       Depreciation expense was $454,860, $324,214 and $311,631 for 1996, 1995
       and 1994, respectively.



                                     20






<PAGE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS, CONTINUED


2.     RENTAL PROPERTIES, CONTINUED

       The leases at Edison Square, Villas Plaza and Corporate Park are
       noncancelable leases. Based on the terms of the leases in existence at
       December 31, 1996, future minimum annual rentals from these leases over
       the next four years, and in the aggregate, will be approximately as
       follows:

              1997                                $       718,285
              1998                                        514,640
              1999                                        248,425
              2000                                         32,136
                                                  ----------------
                                                  $     1,513,486
                                                  ================


3.     DEFERRED LOAN COSTS:

       Deferred loan costs at December 31 are as follows:

<TABLE>
<CAPTION>
                                             1996              1995
                                             ----------------  ----------------
        <S>                                  <C>               <C>
        Loan costs                           $       122,182   $       147,597
        Accumulated amortization                     (52,181)          (28,575)
                                             ----------------  ----------------
                                             $        70,001   $       119,022
                                             ================  ================

</TABLE>

       Additions to deferred loan costs relate to modifications of note terms
       and other refinancing transactions during the years ended December 31,
       1996 and 1995. Certain loan costs became fully amortized during the
       years ended December 31, 1996 and 1995 and, therefore, were written
       off. Amortization expense was $49,020, $30,690 and $13,872 for 1996,
       1995 and 1994, respectively.

                                     21


<PAGE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS, CONTINUED


4.     NOTES AND MORTGAGES PAYABLE:

       Notes and mortgages payable consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                      1996              1995
                                                                 ----------------  ----------------
<S>                                                              <C>         <C>
Unaffiliated debt:
  Note and mortgage payable to banks:
     Mortgage payable with monthly payments of $3,400 plus
       interest at prime plus 1.5%, balloon payment of
       approximately $2,494,400 due March 1997,
       prime rate at December 31, 1996 was 8.25%                 $2,504,947  $  2,545,747

     Installment loan payable with monthly payments of $334
       including interest at 6.5%, final payment due May 1997         1,642       5,408
                                                                 ----------  ----------------
          Total note and mortgage payable to banks                2,506,589     2,551,155
                                                                 ----------  -------------
  Other mortgages payable:
     Mortgage payable with monthly payments of $16,895 including
       interest at 10.6%, final payment due October 2001          1,674,712     1,698,540

     Mortgage payable with interest payable quarterly at 12%
       balloon payment of entire principal plus accrued interest
       due October 1997                                             650,000       650,000
                                                                 ----------  -------------
          Total other mortgages payable                           2,324,712     2,348,540
                                                                 ----------  -------------

ffiliated debt:
  Notes and mortgages payable to affiliates:
     Mortgage payable with interest payable quarterly at 12%,
       balloon payment of entire principal plus accrued interest
       due December 1997, collateralized by first mortgage        1,400,000     1,400,000
                                                                 ----------  -------------
          Total affiliated debt                                   1,400,000     1,400,000
                                                                 ----------  -------------
          Total notes and mortgages payable                       6,231,301     6,299,695

  Less current maturities                                        (4,583,070)   (2,573,342)
                                                                 ----------  -------------
          Total long-term debt less current maturities           $1,648,231   $ 3,726,353
                                                                 ==========  =============
</TABLE>

                                     22





<PAGE>
<PAGE>


4.     NOTES AND MORTGAGES PAYABLE, CONTINUED

       Long-term portions of notes and mortgages payable are scheduled to
       mature approximately as follows:

              1997                        $     4,583,070
              1998                                 29,428
              1999                                 32,704
              2000                                 36,344
              Thereafter                        1,549,755
                                         ----------------
                                          $     6,231,301
                                         ================

       All rental properties are pledged as collateral for mortgages payable,
       as are rents and receivables related to Corporate Park, Edison Square,
       and Villas Plaza.


5.     RELATED PARTY TRANSACTIONS:

       The Partnership participated in the following related party
       transactions:

       The General Partners and their affiliates are entitled to receive
       compensation for leasing and management fees in an amount not to exceed
       6% of gross revenues produced by commercial Partnership properties. For
       the years ending December 31, 1996, 1995 and 1994, the General Partners
       and their affiliates received fees of $106,235, $133,256 and $124,535
       respectively.

       The General Partners and their affiliates are also entitled to
       reimbursement of costs (including amounts of any salaries paid to
       employees and officers of a General Partner or its affiliates) directly
       attributable to the operation of the Partnership which could have been
       obtained from independent parties. Expenses amounting to 403,615,
       $343,530, and $304,072 were incurred during the years ended December 31,
       1996, 1995 and 1994, respectively, of which the following amounts were
       included in accounts payable and accrued expenses:

<TABLE>
<CAPTION>
                                                 1996     1995     1994
                                                 -------  -------  --------
        <S>                                      <C>      <C>      <C>
        Amounts included in accounts payable     $25,829  $10,562  $106,114
                                                 =======  =======  ========
        Amounts included in accrued expenses     $18,279  $     0  $ 40,833
                                                 =======  =======  ========
</TABLE>

6.     SUBSEQUENT EVENT:

       The Partnership sold the Seaside Inn (formerly the Gallery Motel) on
       January 6, 1997 at a price of $6,485,000.  The carrying value of the
       property was $2,529,871 at December 31, 1996.  Selling expenses totaled
       approximately $75,000, resulting in a gain of approximately $3,880,000.
       The first mortgage of approximately $2,500,000 was assumed by the
       buyer.  Proceeds of approximately $650,000 and $514,000 were used to
       pay the remaining principal on the second mortgage and related property
       outstanding liabilities, respectively.  Approximately $2,724,000 was
       available for distribution to partners.  Revenues and net income for
       the Seaside Inn for the year ended December 31, 1996 were approximately
       $1,400,000 and $43,000, respectively.

       In addition, the Partnership sold the Villas Plaza property on March 20,
       1997 at a price of $1,900,000.  The carrying value was approximately
       $1,700,000 at date of sale.  Selling and related expenses totaled
       approximately $195,000 resulting in no gain or loss.  The first mortgage
       of approximately $1,075,000 was paid off with closing proceeds.
       Approximately $620,000 was available for distribution to partners.
       Revenues and net loss for the Villas Plaza property for the year ended
       December 31, 1996 were approximately $377,000 and $(9,000),
       respectively.
                                     23

<PAGE>
<PAGE>



REPORT OF INDEPENDENT ACCOUNTANTS


Our report on the financial statements of Florida Income Fund, L.P. is
included on page 13 of this Form 10-K. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the index on page 34 of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.


                                        COOPERS & LYBRAND L.L.P.




Fort Myers, Florida
March 20, 1997


                                      24


<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                            FLORIDA INCOME FUND, L.P.
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER, 31, 1996

  COL. A         COL. B             COL. C                   COL. D                          COL. E
                                                         COST CAPITALIZED                GROSS AMT AT
                                   INITIAL COST            SUBSEQUENT TO                 WHICH CARRIED AT
                                  TO PARTNERSHIP            ACQUISITION                  CLOSE OF PERIOD
                               -----------------------  -------------------------        ----------------
                                          BLDGS. &                  CARRYING             BLDGS &
DESCRIPTION      ENCUMBRANCES  LAND       IMPROVEMENTS IMPROVEMENTS COSTS    LAND        IMPROVEMENTS        TOTAL
-----------      ------------  ----       ------------ ------------ -------- ----        ----------------    -----
<S>              <C>           <C>        <C>          <C>          <C>      <C>         <C>                 <C>
Edison Square
Shopping Center
Ft. Myers, FL    $1,674,712    $  665,360 $2,661,440   $  517,915   $-0-     $  665,360  $3,179,355          $ 3,844,715

Corporate Park
Office Complex                                                                                  (b)
Ft. Myers, FL(a)    335,000       263,000    789,000      180,794    -0-        263,000     740,294            1,003,294

Gallery Motel
(Now Seaside Inn)
Sanibel, FL
(32 Unit Motel)   3,156,589       814,918  1,301,082    1,457,945    -0-        814,918   2,759,027            3,573,945

Villas Plaza
Shopping Center
Ft. Myers, FL(a)  1,065,000       686,155  1,119,845      860,690    -0-        686,155   1,980,535            2,666,690
                 ----------    ---------- ----------   ----------   ----     ----------  ----------          -----------

TOTALS           $6,231,301    $2,429,433 $5,871,367   $3,017,344   $-0-    $2,429,433   $8,659,211          $11,088,644
                 ==========    ========== ==========   ==========   ====    ==========   ==========          ===========
</TABLE>

<TABLE>
<CAPTION>
  COL. A             COL. F         COL. G       COL. H       COL. I


                                                               LIFE IN WHICH
                                                               DEPRECIATION IN
                                                               LATEST INCOME
                     ACCUMULATED   DATE OF        DATE         STATEMENT IS
DESCRIPTION          DEPRECIATION  CONSTRUCTION   ACQUIRED     COMPUTED
-----------          ------------  ------------   --------     ---------------
<S>                  <C>           <C>            <C>          <C>
Edison Square
Shopping Center
Ft. Myers, FL        $1,171,609    1984           10/19/84     40 years

Corporate Park
Office Complex
Ft. Myers, FL(a)        382,909    1984           04/15/85     40 years

Gallery Motel
(Now Seaside Inn)
Sanibel, FL
(32 Unit Motel)       1,044,080    1965           06/27/85     30 years

Villas Plaza
Shopping Center                    1963-
Ft. Myers, FL(a)        945,200    1978           12/06/85     30 years
                     ----------
TOTALS               $3,543,798
                     ==========
<FN>
SEE ACCOMPANYING NOTES TO SCHEDULE III

(a) = $1,400,000
(b) = This includes a loss on impairment in the amount of $229,500 to reflect
      the net realizable value.
</FN>
</TABLE>

                                     25

<PAGE>
<PAGE>



                           FLORIDA INCOME FUND, L. P.
                             NOTES TO SCHEDULE III
                                DECEMBER 31, 1996
                    REAL ESTATE AND ACCUMULATED DEPRECIATION


Balance as of 12/31/93                                             $10,148,098

    Additions During Period:

         Acquisitions through foreclosures        $       0
         Other Acquisitions                               0
         Improvements, etc                          398,777            398,777
                                                  ---------        -----------
Balance as of 12/31/94                                              10,546,875

    Additions During Period:

         Acquisitions through foreclosures                0
         Other Acquisitions                               0
         Improvements, etc                          924,991            924,991
                                                  ---------
    Deletions during period:

         Improvements, etc                         (195,760)          (195,760)
                                                  ---------        -----------
Balance as of 12/31/95                                              11,276,106

     Additions During Period:

         Acquisitions through foreclosures                0
         Other Acquisitions                               0
         Improvements, etc.                          42,038
         Impairment of value                       (229,500)          (187,462)
                                                  ---------        -----------
Balance as of 12/31/96                                             $11,088,644
                                                                   ===========

                                       26




<PAGE>
<PAGE>


                            FLORIDA INCOME FUND, L.P.
                             NOTES TO SCHEDULE III
                                DECEMBER 31, 1996
                    REAL ESTATE AND ACCUMULATED DEPRECIATION


Balance as of 12/31/93                                             $2,603,736

    Depreciation expense for 1994                 $ 311,631           311,631
                                                  ---------        ----------
Balance as of 12/31/94                                              2,915,367

    Depreciation expense for 1995                   324,214

                                                   (150,643)          173,571
                                                  ---------        ----------
Balance as of 12/31/95                                              3,088,938

    Depreciation expense for 1996                   454,860           454,860
                                                  ---------        ----------
Balance as of 12/31/96                                             $3,543,798
                                                                   ==========


                                       27



<PAGE>
<PAGE>


                            FLORIDA INCOME FUND, L.P.
                             NOTES TO SCHEDULE III
                                DECEMBER 31, 1996
                    REAL ESTATE AND ACCUMULATED DEPRECIATION


(A) The aggregate cost of land and buildings is the same for Federal Income Tax
    purposes.

(B) See Note 1 to the Financial Statements for depreciation method.

(C) See Note 4 to the Financial Statements for further information on debt
    obligations.

                                       28



<PAGE>
<PAGE>


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

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (A) AND (B) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Partnership, as an entity, does not have any directors or officers. The
Managing General Partner is Mariner Capital Management, Inc. (located at 12800
University Dr., Ste. 675, Fort Myers, Florida 33907), a Florida corporation
formed for the purpose of becoming the general partner in limited partnerships
formed principally to invest in real estate. The Managing General Partner is a
wholly owned subsidiary of The Mariner Group, Inc., an Ohio corporation
(referred to herein as "Mariner Group"). The executive officers/directors of
the Managing General Partner as of December 31, 1996, were as follows: Robert
M. Taylor, Timothy R. Bogott, Lawrence A. Raimondi and Joe K. Blacketer.

Each of the officers named above, except Joe K. Blacketer, has served as an
officer of the Mariner Capital Management, Inc., since its incorporation on
July 11, 1983. Joe K. Blacketer replaced Michael J. Scullion as a
Secretary/Treasurer as of May 1, 1996.

MCD Real Estate, Inc. (located at 800 Superior Avenue, Suite 2100, Cleveland,
Ohio 44114) (referred to herein as "MCD") is a Co-General Partner. MCD is an
Ohio corporation and a wholly owned subsidiary of McDonald & Company
Securities, Inc., the Managing Dealer of the offering. McDonald & Company
Securities, an Ohio corporation, is a wholly owned subsidiary of McDonald &
Company Investments, Inc., a publicly-traded Delaware corporation listed on
the New York Stock Exchange. MCD was formed in February of 1981 for the
principal purpose of becoming the general partner of limited partnerships
formed to provide equity financing for various real estate projects. The
directors and officers of MCD as of December 31, 1996, were as follows: James
C. Redinger, Thomas M. O'Donnell and Richard R. Cundiff.

         (C) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES

         Not applicable

         (D) FAMILY RELATIONSHIP

         Not applicable

         (E) BUSINESS EXPERIENCE

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     ROBERT M. TAYLOR: Age 55, is Chairman of the Board and a Director of the
     Managing General Partner. He founded Mariner Group in 1971 and served as
     its President until his election as Chairman and Chief Executive Officer
     of Mariner Group in 1979. He also serves as an officer or director of
     various other Affiliates of Mariner Group. Mr. Taylor is a Director of
     Acme-Cleveland Corporation, Cleveland, Ohio, a manufacturer of machine
     tools; Barnett Bank of Fort Myers, Fort Myers, Florida; MIL- COM
     Electronics Corporation, San Antonio, Texas; Florida Council of 100; the
     Fort Myers Chamber of Commerce, and Chairman of the Business Development
     Corporation of Southwest Florida, Fort Myers, Florida. Since 1971, Mr.
     Taylor has directed the completion of over 30 real estate developments in
     Lee County, Florida. Prior to 1971, Mr. Taylor was a management consultant
     employed by McKinsey & Company, Inc., Cleveland, Ohio.

     TIMOTHY R. BOGOTT: Age 50, is a Director and the former President of the
     Managing General Partner. He was involved in all aspects of the
     organization and management of Florida Income Fund, L.P., Florida Income
     Fund II and Florida Income Fund III until January 1994 when he became
     President of South Seas Resorts Company. He joined Mariner Group in 1976
     and has held the positions of Project Manager and Director of
     Administration and Secretary/Treasurer. Prior to 1976, Mr. Bogott was
     employed as an Assistant Vice President of Palmetto Federal Savings and
     Loan Association, Fort Myers, Florida (1974-1976) and held various
     management positions with the First National Bank of Fort Myers
     (1970-1974). Mr. Bogott was elected Secretary/Treasurer of Mariner Group
     in 1979 and Vice President -Finance in 1983. Mr. Bogott is also President
     of Mariner Capital Investment Corporation and is an officer or director of
     various other Affiliates of Mariner Group.

     LAWRENCE RAIMONDI: Age 49, is President and Director of the Managing
     General Partner. He became President in January 1994 after serving as
     Executive Vice President in charge of property acquisitions and financing
     of partnership debt. He was involved in all property acquisitions for
     Florida Income Fund, L.P., Florida Income Fund II and Florida Income Fund
     III. He joined Mariner Group in 1981 and served as Director of Project
     Finance until joining the general partner. He was employed in the Real
     Estate Department of Mellon Bank from 1969 to 1981 in various capacities
     with his most recent position being a Commercial Mortgage Officer.

     JOE K. BLACKETER: Age 44, is the Secretary/Treasurer of the Managing
     General Partner. Mr. Blacketer has been a Certified Public Accountant
     since 1983. He is a member of the American Institute of Certified Public
     Accounts (AICPA), and a member of the Florida Institute of Certified
     Public Accountants (FICPA). Mr. Blacketer joined Mariner Group in 1983.
     Mr. Blacketer was employed by Coopers & Lybrand, CPA's (1979-1983) prior
     to that time.

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     JAMES C. REDINGER: Age 60. Mr. Redinger joined McDonald & Company (a
     partnership that transferred all of its assets to McDonald & Company
     Securities, Inc.) in March 1974, becoming a partner in 1977, working in
     the area of corporate underwriting and syndication of real estate and oil
     and gas ventures. He has had extensive experience in site selection, cost
     projections of both commercial and residential real estate projects and
     the syndication of such projects through limited partnerships. Mr.
     Redinger has served as Chairman of the District Nine Committee of the
     National Association of Securities Dealers, Inc., is a Vice President
     and a Director of MCD Oil and Gas Company, Inc., a Director of McDonald
     & Company Venture Capital, Inc., a Director of McDonald & Company
     Securities, Inc., and a Managing Director of McDonald & Company
     Securities, Inc.

     THOMAS M. O'DONNELL: Age 61. Mr. O'Donnell joined McDonald & Company in
     1965 in the Corporate Finance Department. Mr. O'Donnell became a partner
     of McDonald & Company in 1968 and has been a member of its Policy
     Committee since 1971. Mr. O'Donnell is a Chartered Financial Analyst and
     a member of the Cleveland Society of Security Analysts. Mr. O'Donnell is
     a director of Seaway Food Town, Inc., Maumee, Ohio, a grocery retailer. Mr.
     O'Donnell is Chief Executive Officer and Chairman of the Board of McDonald
     & Company Investments, Inc., Chief Executive Officer and Chairman of the
     Board of McDonald, which operates an insurance agency; a Director of MCD
     Oil & Gas Company, Inc., a Director of McDonald & Company Venture Capital,
     Inc.; and a Director of McDonald Financial Services.

     RICHARD R. CUNDIFF, III: Age 37. Mr. Cundiff joined McDonald & Company in
     December 1982 and has assisted in the development of the Real Estate and
     Specialty Finance Department. Specializing in real estate and oil and gas
     investment banking, his responsibilities include structuring, marketing
     and monitoring investments in these particular areas. Mr. Cundiff is
     a First Vice President of McDonald & Company.

         (F) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     No director or officer of the Managing General Partner was involved in
     any event during the past five years which would be responsive to this
     question.





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ITEM 11.  EXECUTIVE COMPENSATION

          (A) CURRENT REMUNERATION OF GENERAL PARTNERS, THEIR DIRECTORS AND
              OFFICERS

          No direct remuneration was paid or payable by the Partnership for the
          period ended December 31, 1996, to directors or officers of the
          General Partners. During the period ended December 31, 1996, 1995 and
          1994, the remuneration paid to the affiliates of the General Partners
          was as follows:

              /bullet/  During 1994 and 1993, entered into financing agreements
                        in the aggregate amount of $1,850,000 and $1,350,000,
                        respectively, with an affiliated partnership of which
                        MCM is general partner. These loans were obtained to
                        repay the unsecured note payable to the Mariner Group,
                        Inc., the Parent of the Managing General Partner, in
                        the aggregate amount of $612,212, to finance
                        improvements to Villas Plaza and the Gallery Motel and
                        to refinance the debt on Corporate Park in the amount
                        of $607,511.  Interest expense incurred during 1994
                        and 1993, on these notes was $172,027 and $162,000,
                        respectively.

              /bullet/  Management fees totalling $106,235, $133,256 and
                        $124,535 were paid to the Managing General Partner or
                        its affiliates for 1996, 1995 and 1994.

              /bullet/  The General Partners and their affiliates are also
                        entitled to reimbursement for expenses (including
                        amounts of any salaries paid to employees and officers
                        of a General Partner or its affiliates) directly
                        attributable to the operation of the Partnership which
                        could have been obtained from independent parties.
                        Expenses amounting to $403,615, $343,536 and $304,072
                        were incurred during the years ended December 31, 1996,
                        1995 and 1994, respectively. Amounts due to related
                        parties, and included in accounts payable and accrued
                        expenses at December 31, 1996 and 1995 are $44,108 and
                        $10,562. A portion of this amount is for the payment of
                        insurance premiums which are collected by Mariner
                        Group, Inc. (for all Mariner affiliates) and paid to
                        the carrier on behalf of Florida Income Fund, L.P. The
                        balance is for reimbursement for on-site property
                        management personnel and for reimbursement of other
                        costs for services performed by the general partner or
                        affiliates which the Partnership would be required to
                        pay to third parties for comparable services in the
                        same geographical location.

          In accordance with the Partnership Agreement, net income or loss,
          prior to recoupment of the partner's original capital investment, is
          allocated five percent (5%) to the General Partners and ninety-five
          percent (95%) to the Limited Partners as a class. Subsequent to
          recoupment, income or loss is allocated twenty percent (20%) to the
          General Partners and eighty per cent (80%) to the Limited Partners as
          a class.
                                       32



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<PAGE>

          (B) PROPOSED REMUNERATION

          Except for the payment of acquisition fees and the allocation of net
          income or loss as described above, the Partnership has no ongoing
          plan r arrangement to compensate the persons and entities named
          above.  However, the Managing General Partner or its affiliates may
          receive leasing and management fees in connection with the management
          of the Partnership's properties, subject to the limitations described
          herein below.

          The Managing General Partner or its affiliates are entitled to
          receive property management fees not to exceed 6% of the gross
          revenues from commercial properties and 5% from residential
          properties. Other expenses attributable to the operation of the
          Partnership may be reimbursed to the General Partners or affiliates
          of the Managing General Partner.

          The Managing General Partner or its affiliates are entitled to one
          half of the commissions paid as a result of the sale of Partnership
          properties, in an amount not to exceed 3% of such prices and
          subordinated to the right of the Limited Partners to receive
          aggregate cash distributions from the Partnership equal to their
          capital contribution plus the applicable preference amount.

          (C) REMUNERATION OF DIRECTORS

          None.

          (D) OPTIONS, WARRANTS AND RIGHTS

          The Registrant has granted no options, warrants or rights.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No person is known to the Partnership to be the beneficial owner of over 5% of
the outstanding Partnership units. For information on net income or loss
allocation see Item 11. (A).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

See Note 5, Related Party Transactions in Notes to the Financial Statements, on
page 23 under Item 8.

                                       33



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                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (A) 1. FINANCIAL STATEMENT SCHEDULES

         The following Financial Statement Schedules of the Partnership are
         included in Part II, Item 8:

                                                                         PAGE
                                                                         ----
               Report of Independent Accountants                           13

               Balance Sheets as of December 31, 1996 and 1995             14

               Statements of Income for each of the three years
               ended December 31, 1996, 1995 and 1994                      15

               Statements of Partners' Capital for each of the
               three years ended December 31, 1996, 1995 and 1994          16

               Statements of Cash Flows for each of the three years
               ended December 31, 1996, 1995 and 1994                      17

               Notes to Financial Statements                          18 - 23

               Report of Independent Accountants on Schedule III           24

               Schedule III Real Estate and Accumulated Depreciation  25 - 28

               Schedules Omitted:

               Other schedules have been omitted because of the absence of
               conditions under which they are required or because the
               required information is included in the Financial Statements
               and Notes thereto.

        (A) 2. EXHIBITS

               EXHIBIT 27 - Financial Data Schedule (for SEC use only)

        (A) 3. REPORTS ON FORM 8-K

               None.

                                     34



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                                   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.

                                    FLORIDA INCOME FUND, L.P.
                                    (Registrant)
                                    March 29, 1996

                                    By: /s/ LAWRENCE A. RAIMONDI
                                    ------------------------------------------
                                    LAWRENCE A. RAIMONDI
                                    President, Director and CEO
                                    Mariner Capital Management, Inc.
                                    (Principal Executive Officer)

                                    By: /s/ JOE K. BLACKETER
                                    ------------------------------------------
                                    JOE K. BLACKETER
                                    Mariner Capital Management, Inc.
                                    (Principal Financial and Accting Officer)

                                       35