EXHIBIT 99.6


                      HOUSTON & O'LEARY COMPANY

                      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 Houston and O'Leary Company:

We have audited the  accompanying  balance sheets of Houston and O'Leary Company
(a Colorado  corporation)  as of December  31,  1997 and May 26,  1998,  and the
related statements of operations,  changes in stockholders' equity (deficit) and
cash flows for the year ended  December  31, 1997 and the period from January 1,
1998 through May 26, 1998. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 Houston and O'Leary Company, as
of December 31, 1997 and May 26, 1998, and the results of its operations and its
cash flows for the year ended  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>


                           HOUSTON AND O'LEARY COMPANY


                                 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                                                            $259               $244
    Accounts receivable                                                                     5                 60
    Receivables from stockholders                                                         274               -
    Prepaid expenses and other current assets                                              45                 37
                                                                                        -----              -----
              Total current assets                                                        583                341

PROPERTY AND EQUIPMENT, net                                                               157                 87
                                                                                        -----              -----
              Total assets                                                               $740               $428
                                                                                          ===                ===


             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
             ----------------------------------------------

CURRENT LIABILITIES:
    Short-term debt                                                                      $164              $  90
    Customer deposits and deferred revenue                                                255                159
    Capital lease obligations                                                              50                 12
    Accounts payable and accrued liabilities                                               86                170
                                                                                        -----              -----
              Total current liabilities                                                   555                431

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
    Common stock, $1 par; 10,000 shares authorized;
       200 shares outstanding                                                             -                  -
    Retained earnings (deficit)                                                           185                 (3)
                                                                                        -----              -----
              Total stockholders' equity (deficit)                                        185                 (3)
                                                                                        -----              -----

              Total liabilities and stockholders' equity (deficit)                       $740               $428
                                                                                          ===                ===
</TABLE>



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


<PAGE>



                           HOUSTON AND O'LEARY COMPANY


                             STATEMENT OF OPERATIONS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                           January 1
                                                                                       Year Ended           Through
                                                                                      December 31,          May 26,
                                                                                          1997               1998
                                                                                      ------------        ----------
<S>                                                                                     <C>                 <C> 
REVENUES:
    Real estate commissions                                                             $1,170              $557
    Property rental fees                                                                   298                90
    Other                                                                                  128                 2
                                                                                       -------             -----
              Total revenues                                                             1,596               649

OPERATING EXPENSES                                                                         494               224

GENERAL AND ADMINISTRATIVE EXPENSES                                                        322               119
                                                                                       -------             -----
    Income from operations                                                                 780               306

OTHER INCOME (EXPENSE):
    Interest expense, net                                                                  (15)               (4)
                                                                                       -------             -----
NET INCOME                                                                              $  765              $302
                                                                                         =====               ===
</TABLE>



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


<PAGE>



                           HOUSTON AND O'LEARY COMPANY

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

<TABLE>
<CAPTION>
                                                                       Common Stock             
                                                                 -----------------------        Retained
                                                                                                Earnings
                                                                  Shares         Amount         (Deficit)        Total
                                                                  ------         ------         ---------        -----

<S>                                                              <C>         <C>               <C>            <C>   
BALANCE, December 31, 1996                                        200         $  -              $   49         $   49
    Net income                                                    -              -                 765            765
    Distributions                                                 -              -                (629)          (629)
                                                                -----          -----            ------         ------
BALANCE, December 31, 1997                                        200            -                 185            185
    Net income                                                    -              -                 302            302
    Distributions                                                 -              -                (490)          (490)
                                                                -----          -----            ------         ------
BALANCE, May 26, 1998                                             200         $  -             $    (3)       $    (3)
                                                                  ===          =====            ======         ======
</TABLE>

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


<PAGE>



                                                                     Page 1 of 2

                           HOUSTON AND O'LEARY COMPANY

                            STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                           January 1
                                                                                         Year Ended         Through
                                                                                        December 31,        May 26,
                                                                                           1997              1998
                                                                                       -------------      -----------
<S>                                                                                      <C>                <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                           $ 765              $ 302
    Adjustments to reconcile net income to net cash provided by
       operating activities-
          Depreciation                                                                      48                  7
    Changes in operating assets and liabilities-
       Accounts receivable                                                                 -                  (55)
       Receivable from stockholders                                                         23                274
       Prepaid expenses and other current assets                                           -                    8
       Customer deposits and deferred revenue                                               21                (96)
       Accounts payable and accrued liabilities                                            (46)                81
                                                                                         -----              -----
              Net cash provided by operating activities                                    811                521
                                                                                         -----              -----
CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property and equipment                                                     (57)                (3)
                                                                                         -----              -----
              Net cash provided by (used in) investing activities                          (57)                (3)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on short-term debt and capital lease obligations                              (43)               (47)
    Distributions to stockholders                                                         (629)              (486)
                                                                                         -----              -----
              Net cash used in financing activities                                       (672)              (533)
                                                                                         -----              -----
NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                                        82                (15)

CASH AND CASH EQUIVALENTS, beginning of period                                             177                259
                                                                                         -----              -----

CASH AND CASH EQUIVALENTS, end of period                                                 $ 259              $ 244
                                                                                          ====               ====
</TABLE>



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


<PAGE>



                                                                     Page 2 of 2

                           HOUSTON AND O'LEARY COMPANY

                            STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                           January 1
                                                                                       Year Ended           Through 
                                                                                      December 31,          May 26,
                                                                                          1997               1998
                                                                                      -------------       -----------
<S>                                                                                     <C>                 <C>  
SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:
       Cash paid for interest                                                         $     15              $   6
                                                                                       -------               ----
SUPPLEMENTAL DISCLOSURE OF NON-CASH
    INVESTING ACTIVITIES:
       Distribution of property and equipment to stockholder                          $   -                 $  66
                                                                                       =======               ====

SUPPLEMENTAL DISCLOSURE OF NON-CASH
    FINANCING ACTIVITIES:
       Accrued distribution to stockholder                                            $   -                 $   3
                                                                                       =======               ====
       Assumption of debt by stockholder                                              $   -                 $  65
                                                                                       =======               ====
</TABLE>



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


<PAGE>



                           HOUSTON AND O'LEARY COMPANY

                          NOTES TO FINANCIAL STATEMENTS

1.     BUSINESS AND ORGANIZATION:

Houston and O'Leary Company (the "Company"),  a Colorado  corporation,  provides
luxury  vacation  property  rentals and sales in Aspen,  Colorado  and  provides
non-exclusive  rental services for  approximately  130 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.

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 addition,  the stockholders and key management agreed to reductions in salary
and benefits  which would have reduced  general and  administrative  expenses by
$58,000  and $0 for the year ended  December  31,  1997 and for the period  from
January  1, 1998  through  May 26,  1998,  respectively.  In  addition,  certain
stockholders  retained  non-operating  assets and  assumed  or  retired  certain
liabilities  that were excluded from the  Combination and the purchase price for
the  Company  was  adjusted  for  certain   working   capital   adjustments   of
approximately $3,000.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       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.
Commissions on real estate sales are recognized at closing.

       Operating Expenses

Operating  expenses  include  broker  commissions,   salaries,   communications,
advertising,  credit card fees and other costs  associated with rental and sales
of properties.


<PAGE>


       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.

       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 purposes.  Under S Corporation  status, the stockholders report
their share 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 Aspen,  Colorado area and are
subject to significant changes due to weather conditions.


                                      -2-
<PAGE>



3. PROPERTY AND EQUIPMENT:

Property and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                              Estimated
                                                             Useful Lives        December 31,        May 26,
                                                               In Years              1997              1998
                                                             ------------        ------------        --------
<S>                                                             <C>                 <C>                <C> 
         Furniture, fixtures and equipment                        5                   $ 89             $ 92
         Artwork                                                  -                     20               20 
         Airplane                                                 5                    159               -
                                                                                       ---               --- 
                                                                                       268               112 
         Less - Accumulated depreciation                                              (111)              (25)
                                                                                       ----              ---

              Property and equipment, net                                              $157             $ 87 
                                                                                       ====              ===
</TABLE>


4. SHORT-TERM DEBT:

Short-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                                                       December 31,         May 26,
                                                                                          1997               1998
                                                                                      -------------      -----------
                                                                                           
<S>                                                                                     <C>               <C> 
    Term note  payable to bank,  interest at 1% over the prime
      rate as disclosed in the Wall Street Journal; collateralized  
      by Alpine and guaranteed by shareholders;  payable in  
      monthly installments of $1,059, including interest, through 
      March 5, 2000 at which time the remaining principal
      becomes payable                                                                   $  65             $  -

    Revolving note payable to bank                                                          99                90
                                                                                         -----               ---
                                                                                          $164               $90
                                                                                           ===                ==
</TABLE>



Under the  revolving  note payable to a bank,  the bank will provide a revolving
line of credit up to $100,000 to finance the Company's working capital needs. At
December  31, 1997 and May 26,  1998,  the  Company  had  $99,000  and  $90,000,
respectively,  outstanding  on the line of credit.  Interest is payable  monthly
based upon the prime rate (9.50% at December  31,  1997 and May 26,  1998).  The
note is collateralized by the assets of the Company.

Subsequent  to December 31,  1997,  the term note payable to a bank was assigned
and assumed by one of the stockholders.


                                      -3-
<PAGE>

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  and a
general  umbrella  policy.  The Company has not incurred  significant  claims or
losses on any of its  insurance  policies  during  the period  presented  in the
accompanying financial statements.