EXHIBIT 99.2



                      HOWEY ACQUISITION, INC.
                       (DBA PRICILLA MURPHY REALTY, INC.)

                      FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 1997 AND MAY 26, 1998
                      TOGETHER WITH REPORT OF INDEPENDENT
                       PUBLIC ACCOUNTANTS


<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Howey Acquisition, Inc.:

We  have  audited  the  accompanying   consolidated   balance  sheets  of  Howey
Acquisition,  Inc., (a Florida  corporation) as of December 31, 1997 and May 26,
1998,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity  and cash  flows  for the  period  from  January  3,  1997
(inception)  through  December  31,  1997 and the  period  from  January 1, 1998
through  May  26,  1998.  These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Howey
Acquisition,  Inc., as of December 31, 1997 and May 26, 1998, and the results of
their  operations  and their  cash  flows for the  period  from  January 3, 1997
(inception)  through  December  31,  1997 and the  period  from  January 1, 1998
through  May  26,  1998,  in  conformity  with  generally  accepted   accounting
principles.





ARTHUR ANDERSEN LLP

Houston, Texas
July 17, 1998


<PAGE>


            HOWEY ACQUISITION, INC. DBA PRISCILLA MURPHY REALTY, INC.

                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                            December 31,       May 26,
                                        ASSETS                                                  1997             1998
                                        ------                                            --------------     -----------
                                             
<S>                                                                                        <C>                <C>    
CURRENT ASSETS:
    Cash and cash equivalents                                                              $     904          $   130
    Cash held in trust                                                                         4,036            2,734
    Advances to property owners                                                                   39               26
    Prepaid expenses and other current assets                                                     60                9
                                                                                            --------          -------
              Total current assets                                                             5,039            2,899

PROPERTY AND EQUIPMENT, net                                                                      102              100

GOODWILL, net                                                                                  5,436            5,379

OTHER ASSETS, net                                                                                187              183
                                                                                            --------          -------
              Total assets                                                                   $10,764           $8,561
                                                                                              ======            =====


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
    Current maturities of long-term debt                                                   $     803          $   803
    Customer deposits and deferred revenue                                                     4,036            2,734
    Accounts payable and accrued liabilities                                                     305              314
    Payable to stockholders                                                                    -                   78
                                                                                            --------          -------
              Total current liabilities                                                        5,144            3,929

LONG-TERM DEBT, net of current maturities (including
    note payable to an affiliate of $0 and $2,000, respectively)                               3,862            3,862

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
    Class A Common stock, $.50 par value 40,000 shares
       authorized and outstanding                                                                 20               20
    Class B Common stock, non-voting, $.50 par value,
       160,000 shares authorized and outstanding                                                  80               80
    Additional paid-in capital                                                                   150              150
    Retained earnings                                                                          1,508              520
                                                                                            --------          -------
              Total stockholders' equity                                                       1,758              770
                                                                                            --------          -------
              Total liabilities and stockholders' equity                                     $10,764           $8,561
                                                                                              ======            =====
</TABLE>



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


<PAGE>


            HOWEY ACQUISITION, INC. DBA PRISCILLA MURPHY REALTY, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                   January 3,
                                                     1997            January 1,
                                                    Through           Through
                                                  December 31,        May 26,
                                                     1997               1998
                                                  ------------       ----------
<S>                                                 <C>                <C>   
REVENUES:
    Property rental fees                            $2,514             $1,815
    Real estate commissions, net                     1,473                836
    Service fees                                       753                497
                                                     -----              -----
              Total revenues                         4,740              3,148

OPERATING EXPENSES                                   1,184                482

GENERAL AND ADMINISTRATIVE EXPENSES                  1,866                949
                                                     -----              -----
    Income from operations                           1,690              1,717

INTEREST EXPENSE, net                                 (182)               (17)
                                                     -----              -----
NET INCOME                                          $1,508             $1,700
</TABLE>


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


<PAGE>



            HOWEY ACQUISITION, INC. DBA PRISCILLA MURPHY REALTY, INC.


           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                           Class A                     Class B                                                   
                                        Common Stock                Common Stock            Additional                           
                                    ---------------------       --------------------         Paid-in        Retained             
                                    Shares         Amount       Shares        Amount         Capital        Earnings        Total
                                    ------         ------       ------        ------         -------        --------        -----
<S>                                <C>            <C>          <C>             <C>             <C>           <C>            <C> 
BALANCE, January 3, 1997              -            $  -            -            $ -           $  -           $   -         $  -
  Capitalization Company (Note 1)   40,000            20        160,000          80             150              -            250
  Net income                          -               -            -              -              -             1,508        1,508
                                    ------            --        -------          --             ---            ------        -----
BALANCE, December 31, 1997          40,000            20        160,000          80             150            1,508        1,758
    Net income                        -               -            -              -               -             1,700       1,700
    Distributions                     -               -            -              -               -            (2,688)     (2,688)
                                    ------            --        -------          --             ---            ------       -----
BALANCE, May 26, 1998               40,000           $20        160,000         $ 80           $150           $   520      $  770
</TABLE>


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


<PAGE>


            HOWEY ACQUISITION, INC. DBA PRISCILLA MURPHY REALTY, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                 January 3, 1997         January 1,
                                                                                    Through              Through   
                                                                                  December 31,            May 26,  
                                                                                    1997                  1998     
                                                                                ----------------       ------------
<S>                                                                                 <C>                 <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                       $ 1,508             $ 1,700
    Adjustments to reconcile net income to net cash
       provided by operating activities-
          Depreciation and amortization                                                  203                  75
          Changes in operating assets and liabilities-
              Cash held in trust                                                        (300)              1,302
              Advances to property owners                                                (39)                 13
              Prepaid expenses and other assets                                          (60)                 55
              Customer deposits and deferred revenue                                     300              (1,302)
              Accounts payable and accrued liabilities                                   305                   9
                                                                                     -------             -------
                 Net cash provided by operating activities                             1,917               1,852
                                                                                     -------             -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Net assets acquired (excluding cash)                                                (225)                -
    Purchase of property and equipment                                                   -                   (16)
    Excess of purchase price over net assets acquired                                 (5,575)                -
                                                                                     -------             -------
              Net cash used in investing activities                                   (5,800)                (16)
                                                                                     -------             -------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                                       5,750                 -
    Payments on long-term debt                                                        (1,213)                -
    Distributions to stockholders                                                        -                (2,610)
    Net proceeds from stock issuance                                                     250                 -
                                                                                     -------             -------
              Net cash provided by (used in) financing activities                      4,787              (2,610)
                                                                                     -------             -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     904                (774)

CASH AND CASH EQUIVALENTS, beginning of period                                           -                   904
                                                                                     -------           ---------
CASH AND CASH EQUIVALENTS, end of period                                            $    904          $     130
                                                                                     =======           =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid for interest                                                          $    211          $       60
                                                                                     =======           =========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
    ACTIVITES:
       Accrued distribution to stockholders                                         $    -            $       78
                                                                                     =======           =========
</TABLE>


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


<PAGE>


                             HOWEY ACQUISITION, INC.
                       DBA PRISCILLA MURPHY REALTY, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     BUSINESS AND ORGANIZATION:

Howey  Acquisition,  Inc.  ("HAI") dba,  Priscilla  Murphy Realty,  Inc. and its
wholly-owned  subsidiaries,  Priscilla  Murphy Realty,  Inc.  ("PMR") and Realty
Consultants,  Inc., (collectively the "Company"), are Florida corporations.  The
Company provides  vacation  property rentals and sales on the Florida Islands of
Sanibel and Captiva for approximately 900 rental units. The Company provides its
management  services to property owners  pursuant to management  contracts which
are  generally  one year in  length.  The  majority  of such  contracts  contain
automatic  renewal  provisions but also allow  property  owners to terminate the
contract at any time. The Company's operations are seasonal,  with a peak during
the first quarter of the year.

On January 3, 1997,  HAI entered  into an  agreement  to purchase the assets and
assume  certain  liabilities of PMR. HAI borrowed  $5,800,000  from a bank and a
stockholder  to  finance  the  purchase  transaction.  The fair value of the net
assets purchased totaled  $225,000,  resulting in the recognition of goodwill of
$5,575,000.  The goodwill is being  amortized  using a 40-year  estimated  life.
Additionally,  the  Company  executed a  non-compete  agreement  with the former
shareholder valued at $200,000. The non-compete agreement is for a period of ten
years and is payable in  installments  of  approximately  $3,000 per month for 5
years.

On May 26, 1998, ResortQuest International, Inc. ("ResortQuest") consummated its
initial public offering and acquired all of the outstanding stock of the Company
in exchange for cash and shares of ResortQuest common stock (the "Combination").
In connection with the Combination,  stockholders agreed to reductions in salary
and benefits  which would have reduced  general and  administrative  expenses by
approximately  $250,000  and $0 for 1997 and the  period  from  January  1, 1998
through May 26,  1998,  respectively.  In addition,  the purchase  price for the
Company was adjusted for certain  working capital  adjustments of  approximately
$78,000.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       Basis of Combination and Financial Statement Presentation

The  consolidated  financial  statements  include  the  accounts  of HAI and its
wholly-owned  subsidiary,  PMR (collectively,  the "Company").  All intercompany
items and transactions have been eliminated.


<PAGE>


The  consolidated  statements  of  operations of the Company for the period from
January 1, 1997 to January 3, 1997  (inception),  has not been  presented due to
the nominal level of operations.

       Revenue Recognition

The Company  records  property  rental fees on the accrual basis of  accounting,
ratably over the term of guest stays, as earned.  The Company requires a deposit
equal to 100% of the  rental  fee 45 days prior to the  expected  arrival  date.
These  deposits are  non-refundable  and are  recorded as customer  deposits and
deferred revenue in the accompanying  financial  statements until the guest stay
commences. The Company records revenue for cancellations as they occur.

Service fees are recorded  for a variety of services and are  recognized  as the
service is provided,  including  cleaning  income,  repair and  maintenance  and
service charges.

Commissions  on real estate sales are recognized at closing and are recorded net
of the related commission expense. The Company recognized commission revenues of
approximately  $5,440,000 and $3,090,000 for period ending December 31, 1997 and
the  period  from  January  1, 1998  through  May 26,  1998,  respectively,  and
commission  expense of  approximately  $3,967,000  and $2,254,000 for the period
ending  December  31, 1997 and the period from  January 1, 1998  through May 26,
1998, respectively.

       Operating Expenses

Operating expenses include travel agent commissions,  salaries,  communications,
advertising,  credit  card fees and other costs  associated  with  managing  and
selling properties.

       Cash and Cash Equivalents

For the purposes of the balance sheets and statements of cash flows, the Company
considers all investments with original maturities of three months or less to be
cash equivalents.

       Property and Equipment

Property and equipment are stated at cost,  and  depreciation  is computed using
the straight-line method over the estimated useful lives of the assets.

Expenditures  for repairs and  maintenance are charged to expense when incurred.
Expenditures for major renewals and  betterments,  which extend the useful lives
of existing  equipment,  are  capitalized  and  depreciated.  Upon retirement or
disposition  of  property  and  equipment,  the  cost  and  related  accumulated
depreciation  are removed from the accounts  and any  resulting  gain or loss is
recognized in the statement of operations.

                                      -2-
<PAGE>


       Income Taxes

The Company has elected S Corporation  status as defined by the Internal Revenue
Code and state tax statutes,  whereby the Company is not subject to taxation for
federal or state tax purposes.  Under S Corporation  status,  the  stockholders'
report  their  shares  of the  Company's  taxable  earnings  or  losses in their
personal tax returns.

       Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles  requires  the  use  of  estimates  and  assumptions  by
management in determining  the reported  amounts of assets and  liabilities  and
disclosures  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.

       Concentration of Risk

The Company's  operations are exclusively in the Fort  Myers/Sanibel and Captiva
Islands,  Florida  area and are  subject to  significant  changes due to weather
conditions.

3.     OTHER ASSETS:

Other  assets  consist of a  non-compete  agreement  between the Company and the
prior owner. The total consideration for the agreement was $200,000 and is being
amortized  over the term of the agreement,  10 years.  The Company signed a five
year note payable for this agreement.

4.     DEBT:

Long-term debt consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                     December 31,          May 26,
                                                                                         1997               1998
                                                                                   --------------        ---------
<S>                                                                                  <C>                  <C>   
       Note payable to a bank, bearing interest at 7.50%; 
          monthly payments of $58 through maturity in 
          January 2002.   Secured by assets of the Company
          and guaranteed by stockholder.                                               $2,350               $2,350

       Note payable to an affiliate, bearing interest at 7.95%; 
          subordinate to bank note payable; no payment may
          be made until bank note is paid in full                                       2,000                2,013 

       Note payable to a stockholder, bearing interest at 7.95%; 
          subordinate to bank note payable; no payment may
          be made until bank note is paid in full.                                        155                  155
</TABLE>

                                      -3-
<PAGE>


<TABLE>
<CAPTION>
                                                                                     December 31,          May 26,
                                                                                         1997               1998
                                                                                   --------------        ---------
<S>                                                                                  <C>                  <C>   

       Note payable,  monthly  payments of $3 through  maturity 
          in January 2002; interest imputed at 7.50% unsecured                       $  160               $  147

                                                                                     ------               ------
                                                                                      4,665                4,665
       Less current maturities                                                         (803)                (803)
                                                                                     ------               ------
                                                                                     $3,862               $3,862
                                                                                     ======               ======
</TABLE>


In conjunction with the Combination, all outstanding debt was retired.

5.     COMMITMENTS AND CONTINGENCIES:

       Litigation

The Company is involved in various legal actions  arising in the ordinary course
of business.  Management does not believe that the outcome of such legal actions
will have a material  adverse  effect on the  Company's  financial  position  or
results of operations.

       Insurance

The Company carries a broad range of insurance  coverage,  including general and
business auto liability,  commercial property, workers' compensation,  error and
omission,   and  a  general  umbrella  policy.  The  Company  has  not  incurred
significant claims or losses on any of its insurance policies during the periods
presented in the accompanying financial statements.

       Benefit Plans

The Company's 401(k)  retirement plan is available to  substantially  all of the
Company's  employees.  The  Company's  contribution  to the plan is based upon a
percentage of employee  contributions.  The cost of this plan was  approximately
$9,000  for the year ended  December  31,  1997 and  $4,000 for the period  from
January 1, 1998 through May 26, 1998.

6.     RELATED PARTIES:

The Company has leased office space under three separate agreements since August
1997 from trusts  affiliated  with an owner.  In aggregate,  rents paid to these
affiliated trusts were approximately $45,000. During 1998, the Company entered a
fourth lease for an additional $12,000 per year.

                                      -4-