UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                           FORM 10-K
     [X]  Annual Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
            For the Fiscal Year Ended December 31, 1998
   [  ]  Transition Report Pursuant to Section 13 or 15(a) of the
                  Securities Exchange Act of 1934
                   Commission File Number 0-15756

                                  LIF
        (Exact name of registrants as specified in its charter)

          California                                    94-2969720
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                    Identification Number)

                 P. O. Box 130, Carbondale, Colorado 81623
                  (Address of principal executive offices)

                            (970) 963-8007
          (Partnership's telephone number, including area code)
      Securities registered pursuant to Section 12(b) of the Act:

                              None
       Securities registered pursuant to Section 12(g) of the Act:

                Units of Limited Partnership Interest
                         (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  

                     Yes [ X ]     No [   ]

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

State the aggregate market value of the voting stock held by non-affiliates 
of the registrant.  Inapplicable.

DOCUMENTS INCORPORATED BY REFERENCE:  None

<PAGE>

                                     LIF
                                  FORM 10-K
                     FOR THE YEAR ENDED DECEMBER 31, 1998

                               TABLE OF CONTENTS
Item No.      Name of Item

Part I
 Item 1.      Business 
 Item 2.      Properties
 Item 3.      Legal Proceedings

 Item 4.      Submission of Matters to a Vote of Security Holders

Part II

 Item 5.      Market for Resigtrant's Common Equity and Related
              Shareholders Matters
 Item 6.      Selected Financial Data
 Item 7.      Management's Discussion and Analysis of Financial
              Condition and Results of Operations

 Item 8.      Financial Statements and Supplementary Data

 Item 9.      Change in and Disagreements with Accountants on
              Accounting and Financial Disclosure

Part III

 Item 10.      Directors and Executive Officers of the Registrant
 Item 11.      Executive Compensation
 Item 12.      Security Ownership of Certain Beneficial Owners
               and Management

 Item 13.      Certain Relationships and Related Transactions

Part IV

 Item 14.      Exhibits, Financial Statement Schedules, and Reports
               on Form 8-K

Signatures
Index to Consolidated Financial Statements and Supplemental
Consolidated Financial Statement Schedules Included in the Form 10-K

<PAGE>

PART I

ITEM 1. BUSINESS

LIF (the "Partnership") is a limited partnership which was organized under 
the California Revised Limited Partnership Act on June 29, 1984.  The 
Partnership was organized to acquire real properties, including 
commercial, residential and agricultural properties, located primarily 
within the western portion of the United States, and to make short-term 
loans and capital contributions to other limited partnerships formed to 
acquire or develop and operate one or more income-producing real 
properties.  The Partnership was formed with the following principal 
investment objectives: (i) to provide the maximum possible cash 
distributions from operations, a substantial portion of which may not be 
taxable to the holders of units of limited partnership interest in the 
Partnership (the "Holders"); (ii) to provide for capital growth through 
appreciation in values; and (iii) to protect the Partnership's capital.  The 
General Partner of LIF is Partners '85 (the "General Partner") a partnership 
whose General Partner is Landsing Equities Corporation.

The Partnership's business consists of a single segment -- acquisition and 
operation of one or more income-producing real properties and making 
short-term loans and capital contributions to operating entities formed to 
acquire or develop real properties.  For a schedule of the Partnership's 
income and losses and assets, see Item 6, Selected Financial Data.  The 
Partnership will not be engaged in the production of goods or the rendering 
of services.  For a more specific discussion of the Partnership's operations 
and financial condition, see Item 7, Management's Discussion and 
Analysis of Financial Condition and Results of Operations.

The Partnership currently has an investment in Landsing Private Fund-21 
("P-21") which owns one multi-family rental property and Alpine Center 
Partners ("ACP") which owns Notes receivables from the buyers of the Alpine 
Center Building.  The Partnership owns two retail rental properties, which in 
prior years were owned by Cattle Creek Development Partners (CCDP). CCDP was 
liquidated into LIF in 1997.  For financial reporting purposes the 
Partnership's investments are presented on a consolidated basis.  

Results of the Partnership's operations depend primarily upon the 
successful operation of its investments.  The yields (return on capital) 
available on equity ownership of investments in income-producing and 
other types of real estate investments depend to a large extent upon the 
ability to lease or rent the property, the geographic location of the 
property, competition and other factors, none of which can be predicted 
with any certainty.

The Partnership has not engaged in research activities relating to the 
development or improvement of products or services.  The Partnership has 
not made, nor does it anticipate making, during the succeeding fiscal year, 
any capital expenditures for environmental control facilities, nor does it 
expect any material effects upon capital expenditures, earnings or 
competitive position resulting from compliance with present federal, state 
or local environmental control provisions.  The Partnership has no 
employees.  All of the Partnership's operations are located in the United 
States.

<PAGE>
<TABLE>

ITEM 2. PROPERTIES
A description of the income-producing properties which the Partnership 
owned at December 31, 1998 is as follows:
<CAPTION>
                                            Financial
                                            Occupancy                 Average
                                 Net        For the      Physical    Effective
                                 Rentable   Year Ended   Occupancy    Rental
Name & Location         Type     Sq. Ft.    12/31/98     At 12/31/98   Rate
                                             (1)          (2)           (3) 
<S>                  <C>          <C>        <C>          <C>          <C>
Whistler Point Apt   Residential  140,230    97%          98%          $ 10
Boise, Idaho

Valley View 
Business Center
Glenwood Springs, CO   Retail      20,750    90%          88%          $ 13

701 Cooper
Glenwood Springs, CO   Commercial   2,937     0%           0%          $  0

(1)  Expressed as a percentage, it compares the actual dollar amount of 
rent received with the dollar amount of rent which would be received 
if the property were fully leased.

(2)  Physical occupancy denotes the percentage of net rentable square 
footage leased as of a certain date.

(3)  Represents the average effective rental rates, per square foot, for the 
year ended December 31, 1998.

</TABLE>

Each of the Partnership's properties are subject to encumbrances. Reference 
is made to Note 6 in the financial statements filed as part of this annual 
report for information regarding such encumbrances. 

ITEM 3. LEGAL PROCEEDINGS

Continued from 1996, the Partnership, through CCDP, has had a lawsuit filed 
against it by one tenant alleging loss of business during the re-development
of CCDP's property.  The case has been heard by a judge and a court ruling is 
pending.  CCDP's defense is being paid by its insurance carrier. The 
Partnership's insurance carrier has retained a reservation of rights against 
the Partnership. An estimate of potential loss is up to $96,000. An accrual
for this loss has not been made as of December 31, 1998.  See Note 9 to the 
Financial Statements. 

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

No matter has been submitted to a vote of the limited partners (the 
"Limited Partners") through the solicitation of proxies or otherwise, during 
the fourth quarter of 1998.

<PAGE>
<TABLE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY 
AND RELATED SHAREHOLDERS MATTERS

There is no established public trading market for the Units of Limited 
Partnership interest of the Partnership and there are substantial
restrictions on the transferability of such Units imposed by federal 
and state securities laws and by the Limited Partnership Agreement.
The approximate number of record holders of Units of the Partnership as of
January 1, 1999, is 889.

The Limited Partners of the Partnership are entitled to certain distributions 
under the Amended and Restated Certificate and Agreement of Limited 
Partnership of the Partnership.  A cash distribution of $15 per unit, to unit 
holders of record on February 28, 1998, was paid in March 1998.

The General Partner has declared a cash distribution of $250 per unit to unit 
holders of record on February 28, 1999, to be paid in April 1999.

ITEM 6. SELECTED FINANCIAL DATA
        (In thousands, except per unit amount)

<CAPTION>
                                      . . . . . . .DECEMBER 31 . . . . . . .
                                      1998     1997    1996    1995     1994 
<S>                                <C>      <C>       <C>     <C>     <C>
Total Revenues                     $ 1,661  $ 1,781   $1,517  $1,567  $1,361 
Net Income (Loss)                     (159)    (127)    (136)    (52)     27 
Net Income (Loss) Per Unit (1)         (12)     (10)     (11)     (4)      2 
Total Assets                         9,950   10,293    9,864   9,076   8,153 
Long-term Obligations - Net          8,470    7,679    7,960   6,897   5,591 
Cash Distributions-Limited Partners    192        0      192     385     385 
Paid Per Unit (1)                       15        0       15      30      30 

(1) Based on a weighted average of 12,820 limited partnership units 
outstanding in 1998, 1997, 1996, 1995, and 1994. 

</TABLE>
<PAGE>

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

INTRODUCTION
The Partnership was organized to acquire real properties, including 
commercial, residential and agricultural properties, located primarily 
within the western portion of the United States, and to make short-term 
loans and capital contributions to other limited partnerships formed to 
acquire or develop and operate one or more income-producing real 
properties.  

The Partnership currently has a 99% investment in Landsing Private Fund-21 
("P-21") which owns one multi-family rental property, and a 95% investment in 
Alpine Center Partners ("ACP") which owns Notes receivables from the 
buyers of the Alpine Center Building. The partnership also owns two retail 
rental properties, which were formerly owned by CCDP.  For financial 
reporting purposes the Partnership's investments are presented on a 
consolidated basis.  

LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1998, the Partnership's consolidated cash balance 
totaled $566,000.  Cash not required for current operations is placed in 
federally insured bank accounts, certificates of deposit, and money 
market funds which can be liquidated as needed.  It is the Partnership's 
intention to maintain adequate cash reserves for its operations.  

As of December 31, 1998, cash and cash equivalents totaled $566,000 versus 
$570,000 at December 31, 1997 for a net decrease of $4,000.

The Short-Term Loan made to Cattle Creek Development Partners, a 
Colorado limited partnership ("CCDP"), was partially repaid in December 
1996.  The remaining loan balance, including accrued and unpaid interest, 
as of December 31, 1996 was $550,000.  The loan was past due and was thus in
default as of December 31, 1997. In 1997, per the terms of the loan agreement 
between LIF and CCDP, the properties securing the loan, Valley View Business 
Park and 701 Cooper, became 100% owned by LIF.

On June 3, 1996, the Partnership made a Short-Term Loan in the principal 
amount of $550,000 to Alpine Center Partners, a Colorado limited 
partnership ("ACP").  ACP was organized to acquire one commercial 
property located in Carbondale, Colorado.  The Partnership also made a 
capital contribution to ACP in the amount of $10,000 and became a Co-General 
Partner of ACP.  

On September 30, 1997, the Partnership's investment in ACP sold 40.20% 
of the Alpine Center Building to Gary K. Barr (GKB).  GKB is the 
president of the General Partner of LIF.  This sale resulted in cash to ACP
of $370,000.  On September 30, 1997, ACP also sold 45.90% of the Alpine
Center Building to Open World Investors (OWI), of which Gary K. Barr is a 
General Partner.  This sale generated cash to ACP of $420,000.  ACP deferred 
a gain on sale from these two transactions of $69,000.  ACP provided seller 
financing to GKB and OWI in the amounts of $864,300 and $986,850 
respectively.  

On June 30, 1998, ACP sold its remaining 1.96% interest in the Alpine Center 
Building to Gary K. Barr for $59,000.  ACP received cash proceeds of $17,000 
and provided seller financing in the amount of $42,000.  ACP's short-term 
note payable to LIF was paid off in June 1998.  

For financial reporting purposes, results of operations for P21, and 
ACP have been shown on a consolidated basis.  

<PAGE>

RESULTS OF OPERATIONS
Rental revenues were $1,635,000 in 1998, a decrease of $94,000 or 5% compared 
with 1997. Rental revenues were $1,729,000 in 1997, an increase of $246,000 
or approximately 17% from 1996.  The decline in rental revenues in 1998 
versus 1997 was the result of the lack of lease revenue from the 701 Cooper 
Avenue property in 1998, which was leased for the entire year in 1997.  The 
improvement in revenues in 1997 as compared to 1996 was the result of the 
lease-up of the Alpine Center, improved occupancy and rates at Whistler 
Point Apartments and an increase in rent payments at 701 Cooper.  

Operating expenses were $712,000 in 1998, an increase of $46,000 or 7% 
from 1997.  Operating expenses were $666,000 in 1997, an increase of 
$71,000 or 12% from 1996.  The increase of operating expenses in 1997 versus 
1996 was the result of having more properties operating for the entire year 
in 1997 as compared to 1996.  The increase in operating expenses in 1998 
was the result of writing off accounts receivable. Maintenance and repairs 
decreased 9%, and general and administrative costs decreased 5%.  Other 
operating costs remained constant with 1997 levels.  

Net operating income of properties (rental revenue less operating 
expenses) was $922,000 in 1998, a decrease of $141,000 or 14% from 1997.
Management believes net operating income is the best indication of the 
properties' performance.  

Interest income decreased 50% from $52,000 in 1997 to $26,000 in 1998.  The 
decrease was due to the decrease in the Partnership's short-term investments 
and cash equivalents.

Interest expense decreased $104,000 from 1997 to 1998.  The decrease was due 
to lower average outstanding loan balances in 1998.  

Interest income and interest expense on loans by and between LIF and its 
investments, ACP and CCDP, were eliminated in the consolidation of the 
Company's financial statements.  
Entity level general and administrative expenses, exclusive of that at the 
property level, increased $3,000 in 1998 compared to 1997.  Portfolio 
management fees remained unchanged.  

Net loss for 1998 was $159,000.  This includes gain from property sales of 
$22,000.  Net loss from operations in 1998 was $181,000. The net loss for 
1997 was $127,000, an improvement of $9,000 from 1996's loss.

PROPERTY OPERATIONS
Residential Property - The remaining residential property, Whistler Point 
Apartments, operated at a profit in 1998 in spite of the very competitive 
market in which it is located.  The Partnership continued to make capital 
improvements to the property to allow it to compete effectively with new 
competition.  Specific capital expenditures are for new washers and dryers 
in all units, new microwaves, new carpet and vinyl flooring, carports, 
and exterior deck improvements.  The property was placed on the market for 
sale in 1998, and was under sale contract as of 12/31/98.  The property was 
sold on 2/26/99.

Commercial Property - The 701 Cooper Building was not occupied during 1998.  
The Valley View Business Center had stable occupancy during 1998.  Valley 
View Business Center and 701 Cooper are currently listed for sale.  The
Properties are valued at the lower of cost or market.

<PAGE>

OCCUPANCY
Occupancy at the Partnership's properties remained high in 1998, with 
the exception of the 701 Cooper Building. As of December 31, 1998, occupancy 
at Whistler Point Apartments was 97% and the Valley View Business Center 
ended the year at 90% occupancy.  

DISTRIBUTIONS
The General Partner declared a cash distribution of $15 per unit to unit 
holders of record on February 28, 1998, that was paid in March 1998.  The 
General Partner has declared a cash distribution of $250 per unit to unit 
holders of record on February 28, 1999, to be paid in April 1999.

INFLATION
The effect of inflation on the Partnership's operations have been no greater 
than the effect on the economy as a whole.  Because of competitive 
conditions, market rate rents may increase or decrease disproportionately 
with inflation while property operating costs continue to follow 
inflationary trends.  Inflationary conditions are not expected to have a 
major impact on the Partnership during 1999.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is contained at page F-1 following in 
this report.


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

None.

<PAGE>

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The General Partner of the Partnership is Partners '85, which has sole 
responsibility for all aspects of the Partnership's operations.  Partners '85
is a limited partnership, whose General Partner is Landsing Equities 
Corporation, a California corporation.

Landsing Equities Corporation was incorporated in California in 1983.  It 
is a wholly owned subsidiary of The Landsing Corporation which has 
acted as a sponsor of real estate investment programs, providing property 
acquisition and management services.

Gary K. Barr is the Director and President of Landsing Equities 
Corporation.  His principal occupation during the last five years or more, 
and certain other affiliations are set forth below:

Gary K. Barr.  Mr. Barr serves as Chairman and Chief Executive Officer 
of Pacific Coast Capital and served as President and Director of 
Landsing Pacific Fund from its inception in November, 1988 to July, 1992.  
Mr. Barr received a Bachelor of Science degree in Mechanical Engineering 
from Oklahoma State University in 1967 and a Master of Business 
Administration degree from the Stanford University Graduate School of 
Business in 1972.  Mr. Barr served on the Board of Governors of the 
National Association of Real Estate Investment Trusts and on its Editorial 
Board.  Mr. Barr has also served as President of the California Chapter of 
the Real Estate Securities and Syndication Institute of the National 
Association of Realtors ("RESSI"), which has awarded him the designation of 
Specialist in Real Estate Securities.  Since 1983, he has served on the 
Board of Directors of Silicon Valley Bancshares.  In 1989 he authored the 
book J.K. Lasser's "Real Estate Investment Guide" published by Prentice 
Hall.  

ITEM 11. EXECUTIVE COMPENSATION

The Director and President of Landsing Equities Corporation does not 
receive compensation from the Partnership.  However, the General Partner, 
Partners '85, has contracted with Pacific Coast Capital, an affiliate, for 
the provision of certain asset management and administrative services.  
During 1998, Pacific Coast Capital received management fees of $112,000, 
which were determined based on expenses incurred in order to operate the 
Partnership. In addition, Pacific Coast Capital was paid $89,000 for 
property management services.  These property management fees were 
based on 2% of the monthly property revenues received from Whistler 
Point Apartments.  See Item 13, Certain Relationships and Related 
Transactions for further information.

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No persons or groups are known by the Partnership to hold more than 5% of the 
units of limited partnership of the Partnership.  The General Partner is not 
a direct or beneficial owner of Units of limited partnership.  The General 
Partner knows of no arrangement, including any pledge by any person of 
securities of the Partnership, the operation of which may at a subsequent 
date result in a change in control of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership has agreements with The Landsing Corporation and one of 
its affiliates, Pacific Coast Capital, pursuant to which the Partnership has 
paid various fees and compensation to these companies.  

The Partnership has entered into a property management agreement with 
Pacific Coast Capital for the management of the Partnership's property.  
During 1998, the Partnership paid Pacific Coast Capital approximately $89,000 
for property management and leasing services.

The Partnership has retained Pacific Coast Capital to serve as advisor and 
to manage the day-to-day operations of the Partnership.  Pacific Coast 
Capital is to perform these services based on reimbursement of costs 
incurred but in no case are these to exceed those which the Partnership 
would have to pay independent parties for comparable services.  During 
1998, the Partnership paid Pacific Coast Capital expense reimbursements 
of $112,000.

For information concerning the agreements between the Partnership and 
the affiliates of The Landsing Corporation, see Note 3 of Notes to 
Financial Statements filed as part of this Annual Report.

<PAGE>

PART IV

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

 (a)   1. Financial Statements
          See the Index on page F-1.

       2. Financial Statement Schedules
          See the Index on page F-1.

       3. Exhibits
          See the Exhibit Index which immediately precedes the
          Exhibits filed with this Report.

 (b)   No reports were filed by the Partnership on Form 8-K during
       the fourth quarter ended December 31, 1998.

<PAGE>
                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Partnership has duly caused this Report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                               LIF

                               By: Partners '85

                               By: Landsing Equities Corporation,
                                   General Partner

March 31, 1999                     By:  /s/ Gary K. Barr 
                                       GARY K. BARR, President and Director

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

March 31, 1999                         /s/ Gary K. Barr 
                                      GARY K. BARR, President and Director
                                      Landsing Equities Corporation
                                      (Principal Executive Officer)

Supplemental Information to be Furnished With Reports Filed Pursuant to 
Section 15(d) of the Act by Registrants Which Have Not Registered 
Securities Pursuant to Section 12 of the Act.

No Annual Report or Proxy material has been sent to Partnership's security 
holders.  An Annual Report will be furnished to such security holders 
subsequent to the filing of Partnership's Annual Report on Form 10-K, and, 
when so sent, Partnership shall furnish copies of such material to the 
Commission.

<PAGE>

LIF
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL 
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES INCLUDED IN THE FORM 10-K

Report of Independent Accountants                                     

Financial Statements:

Consolidated Balance Sheets, December 31, 1998 and 1997               

Consolidated Statements of Operations for the Years Ended
  December 31, 1998, 1997 and 1996                                    

Consolidated Statements of Changes in Partners' Equity for the Years
  Ended December 31, 1998, 1997 and 1996                              

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1998, 1997 and 1996                                    

Notes to Consolidated Financial Statements                            

Supplemental Consolidated Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation
  for the Year Ended December 31, 1998                                

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of LIF:

We have audited the accompanying consolidated financial statements and 
consolidated financial statement schedule of LIF and subsidiaries listed in 
the index on page F-1 of this Form 10-K as of December 31, 1998 and 
1997, and the related consolidated statements of operations, changes in 
partners' equity and cash flows for each of the three years in the period 
ended December 31, 1998.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements and financial statement schedule based on 
our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards required 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 consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position
of LIF and subsidiaries as of December 31, 1998 and 1997, and the 
consolidated results of their operations and their cash flows for each of the 
three years in the period ended December 31, 1998, in conformity with 
generally accepted accounting principles.  In addition, in our opinion, the 
consolidated financial statement schedule referred to above, when 
considered in relation to the basic financial statements taken as a whole, 
present fairly, in all material respects, the information required to be 
included therein.

DALBY, WENDLAND & CO., P.C.
Glenwood Springs, Colorado

February 28, 1999 

<PAGE>
<TABLE>

LIF
CONSOLIDATED BALANCE SHEETS, DECEMBER 31, 1998 AND 1997
(In thousands except for Partnership Units)

<CAPTION>
                                                      1998          1997
<S>                                                <C>            <C>
ASSETS

INVESTMENT IN REAL ESTATE:
Rental property                                    $10,370        $10,327 
Accumulated depreciation                            (2,958)        (2,607) 
Rental property - net                                7,412          7,720 

CASH AND CASH EQUIVALENTS (including interest
 bearing deposits of $562 in 1998 and $434 in 1997)    566            570 

OTHER ASSETS:
Accounts receivable - net                               84             49 
Deferred loan costs, net of accumulated
 amortization of $242 in 1998 and $212 in 1997          72             84 
Prepaid expenses                                        23             19 
Notes receivables                                    1,793          1,851 
Total other assets                                   1,972          2,003 

TOTAL                                              $ 9,950        $10,293 

LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
Notes payable                                      $ 8,470        $ 7,679 
Accounts payable                                        24             21 
Liability for future improvements                       83            828 
Other liabilities                                      267            217 
Deferred gain on real estate                             0             69 
Total liabilities                                    8,844          8,814

PARTNERS' EQUITY
  Limited Partners                                   1,281          1,632
  General Partners                                    (175)          (153) 

TOTAL                                              $ 9,950        $10,293 

Equity Units Authorized  - Limited Partners         12,820         12,820
                         - General Partners              0              0

Equity Units Outstanding - Limited Partners         12,820         12,820
                         - General Partners              0              0

The accompanying notes are an integral part of the consolidated financial 
statements.

</TABLE>
<PAGE>
<TABLE>

LIF
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(In thousands except Partnership units)
<CAPTION>
                                           1998       1997       1996
<S>                                      <C>        <C>        <C>
REVENUES:
Rental                                   $1,635     $1,729     $1,483     
Interest                                     26         52         34     
Total revenues                            1,661      1,781      1,517     

EXPENSES:
Interest                                    558        662        533     
Operating                                   712        666        595    
Depreciation and amortization               382        386        343     
General and administrative                  190        194        218     
Total expenses                            1,842      1,908      1,689     

Gain from sale of real estate                22          0         36     
NET LOSS                                 $ (159)    $ (127)    $ (136)    

Net loss - Limited Partners              $ (159)    $ (127)    $ (136) 
Net income (loss) - General Partners     $    0     $    0     $    0
NET LOSS PER PARTNERSHIP UNIT
    Limited Partners                     $  (12)     $ (10)    $  (11)
    General Partners                     $    0      $   0     $    0 

The accompanying notes are an integral part of the consolidated financial 
statements.

</TABLE>
<PAGE>
<TABLE>

LIF
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(In thousands, except Partnership units)
<CAPTION>
                               LIMITED PARTNERS                                 
                                   NUMBER OF              GENERAL   TOTAL   
                                  PARTNERSHIP             PARTNER   PARTNERS'
                                     UNITS      AMOUNT    AMOUNT    EQUITY
<S>                                 <C>         <C>       <C>       <C>
BALANCE, JANUARY 1, 1996            12,820      $2,087    $(158)    $1,929
Net loss - 1996                                   (136)       0       (136)
Distribution - 1996                               (192)     (22)      (214)
Contributions - 1996                                 0       27         27

BALANCE, DECEMBER 31, 1996          12,820      $1,759    $(153)    $1,606
Net loss - 1997                                   (127)       0       (127)

BALANCE, DECEMBER 31, 1997          12,820      $1,632    $(153)    $1,479

Net loss December 31, 1998                      $ (159)       0       (159)
Distribution - 1998                               (192)     (22)      (214)

BALANCE, DECEMBER 31, 1998          12,820      $1,281    $(175)    $1,106

The accompanying notes are an integral part of the consolidated financial 
statements.

</TABLE>
<PAGE>
<TABLE>

LIF
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(In thousands)
<CAPTION>
                                                 1998        1997       1996
<S>                                            <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                       $ (159)    $  (127)    $ (136)
Gain on sale of property                          (22)          0        (36)
Adjustments to reconcile net loss to
 net cash provided by operating activities:
Depreciation and amortization                     382         389        343
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable        (35)        (40)         6 
Decrease (increase) in prepaid expenses
  and deposits                                     (4)         10        (12)
(Increase) in deferred costs                      (19)          0          0
(Decrease) increase in accounts payable            86          28        (51)
(Decrease) increase in other liabilities          (33)        (13)        24 
Net cash provided by operating activities         196         247        138 

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                             (102)       (584)      (825)
Proceeds from sale of investment property          17         800        208 
Investment in short-term investments                0           0         99 
Payments on notes receivable                      100           0          0
Net cash provided by (used in)
  investing activities                             15         216       (518)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from financing                           137           0        563 
Distributions                                    (214)          0       (187)
Payments on notes payable                        (138)       (281)      (164)
Net cash provided by (used in)
  financing activities                           (215)       (281)       212 

Increase (decrease) in cash and 
 cash equivalents                                  (4)        182       (168)
Cash and cash equivalents at beginning of year    570         388        556 

Cash and cash equivalents at end of year       $  566     $   570     $  388 

The accompanying notes are an integral part of the consolidated financial 
statements.

</TABLE>
<PAGE>

LIF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except Partnership unit amounts)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - LIF (the "Partnership") is a limited partnership organized 
under the laws of the state of California for the purpose of investing in 
income properties and making short-term loan and capital contributions to 
operating entities formed to acquire or develop and operate one or more 
income producing real properties.  The General Partner is Partners '85 (the 
"General Partner"), a California limited partnership, whose General Partner 
is Landsing Equities Corporation.  LIF was formed in June 1984, and shall 
continue until December 31, 2034, unless sooner terminated.

Investment In Real Estate Partnership - At December 31, 1998 and 1997, the 
Partnership was invested in Landsing Private Fund ("P-21"), a 99%-owned real 
estate partnership.  In 1997, Cattle Creek Development Partners (CCDP) was 
liquidated into the Partnership.  CCDP was originally formed in 1994.  For a 
portion of 1996, the Partnership was invested in Prince Creek Partners 
("PCP") and Thompson Creek Partners ("TCP").  In 1996, the properties owned 
by these partnerships were sold and the partnerships terminated.  During 
1996, the Partnership invested into 95% of a new entity - Alpine Center 
Partners ("ACP").  ACP acquired rental real estate in Colorado in 1996.  

Consolidation of Investment in Real Estate Partnerships - For financial
reporting purposes, the Partnership consolidates the operations of it's 
investment in real estate partnerships with that of the Partnership.  All 
significant intercompany transactions, including notes payable/receivable and 
short-term loans/receivables, and balances have been eliminated.  Minority 
interest was insignificant at December 31, 1998 and 1997.    

Rental Property - Rental property is stated at cost.  Depreciation is 
computed by the straight-line method over estimated useful lives ranging from 
five to forty years.  Major additions and betterments are capitalized at 
cost, while maintenance and repairs which do not improve or extend the life 
of the respective assets are expensed currently.  When assets are retired or 
otherwise disposed of, the costs and related accumulated depreciation are 
removed from the accounts, and any gain or loss on disposal is included in 
the results of operations.  Rental property held for sale is valued at
lower of cost or market.

Deferred Loan Costs - Loan fees are deferred and amortized over the life of 
the related note payable.  

Cash and Cash Equivalents - The Partnership considers all highly liquid 
investments with a maturity of three months or less at the time of purchase 
to be cash equivalents, and note receivables.

Short-Term Investments - The Partnership invests in short-term federally 
insured certificates of deposits which mature on a date in excess of three 
months from the date of purchase.  The cost of these investments approximate 
market value.

Income Taxes - No provision for federal or state income taxes has been made 
in the consolidated financial statements because these taxes are the 
obligation of the partners.
 
Net Income (Loss) Per Partnership Unit - Net Income (Loss) per partnership 
unit is based on weighted average units outstanding of 12,820 in 1998, 1997 
and 1996, after giving effect to net income (loss) allocated to the General 
Partner. Cash distributions of $15 per unit were paid to limited partnership
unit holders in 1998.  No cash distributions were paid in 1997. 
Concentrations of Credit Risk - The Partnership's financial instruments that 
are exposed to concentrations of credit risk consist primarily of its cash 
and cash equivalents.  The Partnership's cash and cash equivalents are 
maintained in various accounts in FDIC insured institutions. This investment 
policy limits the Partnership's exposure to concentrations of credit risk.  
The note receivables outstanding are held by two related parties (see Note 4).
Due to the related party nature of the receivables and the intention of 
the related parties to obtain permanent financing from a bank within the next 
six months, credit risk is considered minimal.

<PAGE>

Use of Estimates - The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect certain reported amounts and 
disclosures.  Accordingly, actual results could differ from those estimates.

Impairment of Long-Lived Assets - The Partnership adopted Statement of 
Financial Accounting Standards (SFAS) No. 121,  "Accounting for the 
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of" 
during 1996.  SFAS No. 121 requires that long-lived assets and certain 
identifiable intangibles to be held and used or disposed of by an entity be 
reviewed for impairment whenever events or changes in circumstances indicate 
that the carrying amount of an asset may not be recoverable.  During 1998 and 
1997, the Partnership determined that no impairment loss need be recognized 
for applicable assets of continuing operations.

Accounting Pronouncements - In June 1996, the Financial Accounting Standards 
Board issued Statement No. 125, "Accounting for Transfers and Servicing of 
Financial Assets and Extinguishment of Liabilities" (SFAS No.125).  This 
Statement is effective for transactions occurring after December 31, 1996.  
However, transactions such as securities lending, repurchase agreements, 
dollar rolls, and similar secured financing arrangements are not subject to 
the provisions of SFAS No. 125 until January 1, 1998.  The standard provides 
that, following a transfer of financial assets, an entity is to recognize the 
financial and servicing assets it controls and the liabilities it has 
incurred, derecognize financial assets when control has been surrendered and 
derecognize liabilities when extinguished.  The adoption of SFAS No. 125 had 
no impact on the Partnership's consolidated financial statements.

Effective January 1, 1998, the Partnership adopted SFAS No. 130, "Reporting 
Comprehensive Income."  SFAS No. 130 requires that an enterprise (a) classify 
items of other comprehensive income by their nature in a financial statement 
and (b) display the accumulated balance of other comprehensive income 
separately from retained earnings and additional paid-in capital in the 
equity section of a statement of financial condition.  However, the 
Partnership had no items of comprehensive income at December 31, 1998.

Effective January 1, 1998, the Partnership adopted SFAS No. 131, "Disclosures 
About Segments Of An Enterprise And Related Information."  However, the 
Partnership does not have any reportable segments at December 31, 1998.

Year 2000 - The Partnership is aware of the Year 2000 conversion issue.  It 
is Management's assertion that the current accounting system utilized by the 
Partnership has the capability to accommodate the Year 2000 issue.  
Management has also considered outside parties the Partnership conducts 
business with.  It is their belief that these outside parties are 
already Year 2000 compliant or will be by mid-1999.  Management does not 
believe there will be a significant impact on the Partnership's operations.

<PAGE>
<TABLE>

Fair Value of Financial Instruments - The fair value of certain financial 
assets carried at cost, including cash and cash equivalents and accounts 
receivable, are considered to approximate their respective Fair value. The 
fair value of accrued liabilities is considered to approximate their 
respective book values due to their short-term nature.  The valuation of 
notes receivable and notes payable with floating rates is estimated to be 
the same as carrying value.  Fair value of notes payable with fixed rates 
is estimated based on quoted market prices for similar issues.  At 
December 31, 1998 and 1997, fair value of notes payable approximates 
carrying value.

Reclassifications - certain amounts in the 1997 financial statements have 
been reclassified to conform to the 1998 presentation. 

2.  ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following at December 31, 1998:

<S>                                      <C>
Tenant receivables                       $138

Allowance for doubtful accounts           (54)

Net account receivables                  $ 84

</TABLE>
<PAGE>
<TABLE>

3. RELATED PARTY TRANSACTIONS

The Partnership has entered into agreements with Pacific Coast Capital.  
Advisory services for investment management, general and administrative and 
property management are provided by Pacific Coast Capital.  The General 
Partner is an affiliate of Pacific Coast Capital.  The related party 
transactions delineated in the Partnership Agreement with affiliates of the 
General Partner are as follows:
<CAPTION>
                                                1998      1997      1996
<S>                                            <C>       <C>       <C>
General and Administrative Support Fees        $ 112     $ 103     $ 103

Property Management                            $  89     $  36     $  25

Accounts Receivable                            $   0     $  17     $   0

</TABLE>

In addition, expenses related to the sale of Whistler Point in the 
amount of $13 were paid to Pacific Coast Capital in 1998.

The Partnership had receivables of $30 from Partners 85, the general partner,
$16 from Open World Investors, Ltd., whose general partner is Gary K. Barr, 
$10 from Anne Cooke, a minority owner of ACP, and $5 from Crystal River 
Enterprises, an entity of common control, for the year ended December 31,
1998. 

During 1998 and 1997, the Partnership had a sale transaction with the 
President of the General Partner and another entity.  (See Note 4).

4.  NOTES RECEIVABLE

On June 30, 1998, Alpine Center Partnership sold its 1.96% investment in the 
Alpine Center Building to Gary K. Barr.  This sale transaction included the 
exchange of cash and a note receivable.

At September 30, 1997, Alpine Center Partnership (ACP) sold 40.2% and 45.9%, 
respectively, of the Alpine Center Building to Gary K. Barr, president of the 
general partner of LIF, and to Open World Investors, Ltd., whose general 
partner is Gary K. Barr.  Open World Investors, Ltd. is also managed by PCC.  
These sales were made for cash and notes receivable.  In 1996, ACP sold 
11.94% of the Alpine Center Building to an unrelated third party for cash.

The notes receivable generated from the sale to Barr and Open World 
Investors, Ltd., were $806 and $987, respectively.  The terms of the notes 
receivable are the same as the financing terms ACP has with the bank and LIF 
on loans secured by the Alpine Center Building.  The notes receivable from 
these sales are directly in proportion to the notes payable to Alpine Bank 
and Barr.  There is no equity built in to these notes.  When these notes 
payable are re-financed in the name of the new owners, these notes receivable 
will be eliminated, as will the notes payable that they offset.  See 
discussion of credit risk at Note 1.

The sales agreements stipulate that each buyer assume debt that ACP has 
related to the Alpine Center Building up to their respective percentage 
ownership except for the sale to the unrelated third party, whose debt 
assumption was capped at $256.  Management does not expect the debt to
be assumed by the unrelated third party to exceed this amount.

At the dates of the sales, the Alpine Center Building consisted of land, one 
existing commercial building and one commercial building (Phase II) planned 
for construction after 1997.  The liability for future improvements at 
December 31, 1997 of $828 represents the estimated future costs of 
constructing Phase II.  The gain on the sale of the Alpine Center 
Building was deferred at December 31, 1997.  During 1998, the Phase II 
portion of the building construction of the Alpine Center was completed.
The Partnership realized a net gain of $22 through the completion of 
Phase II and the sale of the Alpine Center Building.

<PAGE>
<TABLE>

5.  RENTAL PROPERTY

Rental property consists of the following at December 31:
<CAPTION>
                                      1998      1997      1996
<S>                                <C>       <C>       <C>
Land                               $ 1,512   $ 1,520   $ 1,922
Building and improvements            8,858     8,807     9,601
                                    10,370    10,327    11,523

Accumulated depreciation            (2,958)   (2,607)   (2,282)
                                   $ 7,412   $ 7,720   $ 9,241

</TABLE>

Depreciation expense was $351, $325 and $304 for the years 
ended December 31, 1998, 1997 and 1996, respectively.

The residential leases are generally for a term of one year or less 
or are on a month-to-month basis.  Retail leases range from one to 
five years in length.

<TABLE>

6.  NOTES PAYABLE

Notes payable consists of the following at December 31:
<CAPTION>
                                                             1998      1997
<S>                                                        <C>      <C>
First note payable bears interest at 8%, matures
  September, 2000, and is collateralized by 
  Whistler Point Apartments. The note requires monthly
  payments of principal and interest of $42 per month.
  In addition, the note is guaranteed by The Landsing
  Corporation.                                             $5,207   $5,301

First note payable collateralized by the Valley View
  Business Park, with an interest rate of 9.00%, and
  monthly payments of $11, matures December, 2000.            997    1,035

Second note payable collateralized by the Valley View 
  Business Park, with an interest rate of 8.5% and monthly
  payments of $2, matures August, 2004.                       160      162

First note payable collateralized by 701 Cooper commercial 
  building, with an interest rate of 9.99% and monthly
  payments of $3, matures October, 2001.                      313      319

First note payable collateralized by Alpine Center, with
  an interest rate of 8.75% and monthly payments of $9, 
  matures June, 1999.                                       1,600      862

Second note payable collateralized by Alpine Center, 
  with an interest rate of 8.25%, and monthly payments 
  interest only, matures June, 1999                           193        0

TOTAL                                                      $8,470   $7,679

</TABLE>
<PAGE>
<TABLE>

The Partnership paid interest of $558 in 1998, $658 in 1997, and $533 in 
1996.

Principal payments required in future years are as follows:
            <S>          <C>
            1999         $ 2,031
            2000           5,984
            2001              10
            2002              11
            2003              12
            Thereafter       422
            Total        $ 8,470

</TABLE>
<TABLE>

7.  RENTAL PROPERTIES UNDER OPERATING LEASES

Minimum future rents from rental properties under operating leases having 
initial or remaining noncancelable lease terms in excess of one year at 
December 31, 1998, are as follows:

           <S>             <C>
           1999            $ 120
           2000              114
           2001               86
           2002                3
           2003                0
          Total            $ 323

</TABLE>
<PAGE>
<TABLE>

Annual rents at Whistler Point Apartments are not included since the leases 
are generally less than one year.  Whistler Point Apartments average annual 
rents collected from 1996 to 1998 were $1,345 per year.

8.   RECONCILIATION TO INCOME TAX BASIS OF ACCOUNTING 

The difference at December 31, 1998, 1997 and 1996, between the basis of 
accounting used in the accompanying consolidated financial statements and the 
income tax basis used to file the Partnership's federal income tax return are 
as follows:

<CAPTION>
                                                         Restated    Restated 
                                               1998        1997        1996
<S>                                         <C>         <C>          <C>
Net loss                                    $  (159)    $  (127)     $  (136)
Remove book (income) loss from partnership
  investments                                  (137)         93           96 
Difference in book vs. tax loss from
  partnerships                                 (195)         26         (175)
Decrease from difference in basis and
  use of accelerated depreciation methods        12           0            0
Difference in sale of Alpine Center Building     82           0            0
Allowance for doubtful accounts                  54           0            0
Other                                            (3)          0            0
Net income (loss) - tax basis               $  (346)    $    (8)     $  (215)

Estimated cost to complete                  $    82     $     0      $     0
Partners' equity                              1,106       1,479      $ 1,606
Remove equity in partnership investments          0           0         (383)
Restatement of cumulative elimination          (383)       (383)           0
Syndication costs                             1,906       1,906        1,906
Liquidation of Cattle Creek Development Ptrs      0          29            0
Basis of Assets                                   1           0            0
Accumulated depreciation                         37           0            0
Allowance for doubtful accounts                  54           0            0
Investment in partnerships                   (1,220)       (888)        (978)
Partners' equity - tax basis                $ 1,583      $2,143       $2,151  

</TABLE>

9. CONTINGENCIES

In 1996, one tenant of the Valley View property initiated legal filings 
against the Partnership alleging disruption of business during the property's 
remodel.  The case has been heard by a judge and a court ruling is pending.  
The Partnership's defense is being handled by their insurance carrier, who 
has retained a reservation of rights against the Partnership.  While it is 
not feasible to predict the final outcome of this proceeding, and no loss
has been accrued as of December 31, 1998,  an estimate of potential 
loss is up to $96. Management does not believe the outcome will result 
in a materially adverse effect on the Partnership's financial position, 
results of operations or liquidity. 

10. SUBSEQUENT EVENTS

The Partnership has declared a cash dividend of $250 per unit to unit holders 
as of February 28, 1999 for distribution in April, 1999. 

On February 26, 1999, the Partnership sold the Whistler Point Apartments 
for a cash sale price of $9,600 to an unrelated third party.  As part of this 
sale, debt of $5,027 was retired and a gain of approximately $4,562 was 
recognized.

<PAGE>

SCHEDULE III

LIF
(A California limited partnership)

REAL ESTATE AND ACCUMULATED DEPRECIATION - DECEMBER 31, 1998
(In thousands)

[CAPTION]

                                      Initial    Cost of            Reserve for
Description             Encumbrances   Cost   Improvements  Total   Depreciation
[S]                       [C]         [C]        [C]       [C]        [C]      
Whistler Point Apartments $5,207      $7,298     $  981    $ 8,279    $2,744   
Boise, Idaho

Valley View Business Park  1,157         938        825      1,763       184  
Glenwood Springs,  CO

701 Cooper                   313         320          8        328        30   
Glenwood Springs, CO

                          $6,677      $8,556     $1,814    $10,370    $2,958
[/TABLE]

                                                                 Life On Which
                                     Date           Date         Depreciation
Description                      Constructed      Acquired       Is Computer

Whistler Point Apartment             N/A          12/23/85        40 years
Boise, Idaho

Valley View Business Park            N/A          08/28/94        40 years
Glenwood Springs, CO

701 Cooper                           N/A          06/30/94        40 years


Description  
<PAGE>

SCHEDULE III
LIFREAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
(In thousands)

NOTES:
(1) The Partnership's policy is to invest in income producing real properties
      and make short-term loans and capital contributions to 
      operating entities formed to acquire or develop and operate one or 
      more income producing real properties.  Costs incurred before 
      completion of the development are included in building basis.  
      Costs incurred after completion of the development projects and 
      costs incurred subsequent to the purchase of completed projects 
      are included as improvements.

(2)   Depreciation is computed by the straight-line method on lives of 
      five to forty years.

<PAGE>

E X H I B I T   I N D E X
Exhibit Number 
in Accordance with
    601 of
 Regulation S-K                      Exhibit Description  

     3.1              Amended and Restated Certificate and Agreement of 
                      Limited Partnership of LIF, a California limited 
                      partnership, filed as Exhibit 3 to Partnership's
                      Registration Statement No. 2-94509 on Form S-11, as
                      amended, is incorporated herein by reference.
  
     3.2              Assignment Agreement, filed as Exhibit 10.1 to 
                      Partnership's Registration Statement No. 2-94509 on
                      Form S-11, as amended, is incorporated herein by
                      reference.
  
    10.1              Agreement of Limited Partnership for Cattle Creek 
                      Development Partners, Ltd. (Incorporated by reference
                      to Form 8-K dated August 31, 1994)
  
    10.2              Promissory Note to LIF. (Incorporated by reference to 
                      Form 8-K dated August 31, 1994)
  
    10.3              Bill of Sale, along with the Closing and Settlement 
                      Agreement for the acquisition of Valley View Business 
                      Park. (Incorporation by reference to Form 8-K dated 
                      August 31, 1994)
  
    10.4              Promissory Note to Alpine Bank, along with related Deed 
                      of Trust. (Incorporated by reference to Form 8-K dated 
                      August 31, 1994)
  
    10.5              Promissory Note to Norman Overacker and Elaine 
                      Overacker, along with related Deed of Trust. 
                      (Incorporated by reference to Form 8-K dated 
                      August 31, 1994)
  
    10.6              Closing and Settlement Agreement for acquisition of 701 
                      Cooper Avenue Building. (Incorporated by reference to 
                      Form 8-K dated August 31, 1994)
  
    10.7              Promissory Note to Alpine Bank, along with related Deed 
                      of Trust. (Incorporated by reference to Form 8-K dated 
                      August 31, 1994)
<PAGE>