<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-K/A

                Annual Report Pursuant to Sections 13 or 15 (d)

                      The Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 1995

                         Commission File Number 2-94249


              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
                              (name of registrant)

             Arizona                                    75-1982134
     (State of Organization)                     (I.R.S. employer ID No.)

                            4455 East Camelback Road
                                  Suite A-200
                            Phoenix, Arizona  85018
                    (address of principal executive office)

                                 (602) 840-0060
                        (registrant's telephone number)

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

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


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 
                   ---            ---

Documents Incorporated by Reference

None

<PAGE>   2



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Partners of
Hall Institutional Mortgage Fund:

We have audited the accompanying balance sheets of Hall Institutional Mortgage
Fund (an Arizona limited partnership) as of December 31, 1995 and 1994, and the
related statements of operations, partners' equity and cash flows for each of
the three years in the period ended December 31, 1995.  These financial
statements and the schedule referred to below are the responsibility of the
management of Hall Institutional Mortgage Fund (the "Partnership").  Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hall Institutional Mortgage
Fund as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern.  As further discussed in Note 7
to the financial statements, in February 1996, the Partnership learned that
certain transactions it had entered into during 1995 had caused the Partnership
to be in violation of the 1940 Investment Company Act (the "1940 Act"). The
Partnership is applying for an exemption under the 1940 Act and is planning to
solicit the approval of the partners concerning alternatives to liquidate the
Partnership. One of the alternatives would require an immediate liquidation of
all Partnership assets and subsequent dissolution. The accompanying financial
statements have not been prepared on the liquidation basis of accounting, as it
is not determinable if an immediate liquidation of the Partnership will be
required. This uncertainty raises substantial doubt about the Partnership's
ability to continue as a going concern. The accompanying financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

<PAGE>   3

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule XII is presented for purposes
of complying with the Securities and Exchange Commission's rules and is not
part of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in our audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

Dallas, Texas,                          /s/ ARTHUR ANDERSON L.L.P.
   April 8, 1996

<PAGE>   4





                        HALL INSTITUTIONAL MORTGAGE FUND


                        DECEMBER 31, 1995, 1994 AND 1993


<PAGE>   5

                        HALL INSTITUTIONAL MORTGAGE FUND

                                 BALANCE SHEETS

                      DECEMBER 31, 1995 AND 1994 (NOTE 1)



<TABLE>
<CAPTION>
ASSETS                                                                             1995                  1994    
------                                                                        -------------         ------------
<S>                                                                           <C>                   <C>
Cash and cash equivalents (Note 2)                                            $   1,332,041         $    204,315

Mortgage notes receivable - affiliates, net of an allowance
   for doubtful receivables of $4,576,000 and $5,571,770
   in 1995 and 1994, respectively (Note 3), and net of loan
   origination fees of $2,338 and $14,734 for 1995 and 1994
   respectively (Note 1 and 4)                                                    1,092,345              600,911

Accrued interest receivable - affiliates, net of deferred interest
   and an allowance for doubtful interest receivable
   of $3,928,180 and $4,826,539 in 1995 and
   1994, respectively (Note 3)                                                    1,639,890            1,488,973

Deferred charges, net                                                                 1,950                4,350
                                                                              -------------         ------------
                                                                              $   4,066,226         $  2,298,549
                                                                              =============         ============

LIABILITIES AND PARTNERS' EQUITY
--------------------------------

Accounts payable                                                              $           9         $         23
                                                                                                            

Partners' equity:
   Limited partners - 2,568 units outstanding
   at December 31, 1995 and 1994                                                  4,028,303            2,278,289

   General Partner                                                                   37,914               20,237
                                                                              -------------         ------------
                                                                                  4,066,217            2,298,526
                                                                              -------------         ------------

                                                                              $   4,066,226         $  2,298,549
                                                                              =============         ============
</TABLE>

             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.         


                                     F-2


<PAGE>   6

                        HALL INSTITUTIONAL MORTGAGE FUND

                            STATEMENTS OF OPERATIONS

         FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (NOTE 1)



<TABLE>
<CAPTION>
Revenues:                                              1995              1994               1993    
                                                   ------------      ------------       -----------
<S>                                                 <C>              <C>                <C>
  Interest and loan origination
     fees from affiliates (Notes 3 and 4)          $    177,535      $     26,524       $    50,494

  Gain on debt settlement (Note 3)                            -                 -            75,000
                                                   ------------      ------------       -----------

                                                        177,535            26,524           125,494
                                                   ------------      ------------       -----------


Expenses:

  Operating                                              60,830            32,255            47,928

  Bad debt reversal (Note 3)                         (1,653,386)       (1,923,618)                -

  Amortization                                            2,400             2,400             2,400
                                                   ------------      ------------       -----------

                                                     (1,590,156)       (1,888,963)           50,328
                                                   ------------      ------------       -----------

     Net income                                    $  1,767,691      $  1,915,487       $    75,166
                                                   ============      ============       ===========


Net income allocable to
  limited partners                                 $  1,750,014      $  1,896,332       $    74,414

Net income allocable to
  General Partner                                        17,677            19,155               752
                                                   ------------      ------------       -----------

Net income                                         $  1,767,691      $  1,915,487       $    75,166
                                                   ============      ============       ===========

Net income per limited
  partnership unit                                 $        681      $        738       $        29
                                                   ============      ============       ===========
</TABLE>




             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.         


                                      F-3

<PAGE>   7

                        HALL INSTITUTIONAL MORTGAGE FUND

                         STATEMENTS OF PARTNERS' EQUITY

      FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (NOTES 1 AND 5)



<TABLE>
<CAPTION>
                                           General              Limited
                                           Partner              Partners             Total    
                                       ---------------      ----------------    ---------------
<S>                                      <C>                  <C>                 <C>
Balance, December 31, 1992               $    1,046           $   307,543         $   308,589
                                                                                              

  Net income                                    752                74,414              75,166
                                         ----------           -----------         -----------

Balance, December 31, 1993                    1,798               381,957             383,755
                                                                                              

  Distributions                                (716)                    -                (716)

  Net income                                 19,155             1,896,332           1,915,487
                                         ----------           -----------         -----------

Balance, December 31, 1994                   20,237             2,278,289           2,298,526
                                                                                              

  Net income                                 17,677             1,750,014           1,767,691
                                         ----------           -----------         -----------

Balance, December 31, 1995               $   37,914           $ 4,028,303         $ 4,066,217
                                         ==========           ===========         ===========
</TABLE>





             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.         

                                      F-4

<PAGE>   8

                        HALL INSTITUTIONAL MORTGAGE FUND

                            STATEMENTS OF CASH FLOWS

         FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (NOTE 1)



<TABLE>
<CAPTION>
                                                             1995             1994               1993    
                                                      ----------------    -------------     -------------
<S>                                                    <C>                 <C>               <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
Receipt of interest on Specific Loans - affiliates
  and short-term investments                          $     1,188,570     $       8,596     $       8,311
Proceeds from debt settlement                                       -                 -            75,000
Payment of operating costs                                    (60,844)          (33,735)          (46,425)
                                                      ---------------     -------------     ------------- 
  Net cash provided by (used in) operating activities,
    net of distributions                                    1,127,726           (25,139)           36,886
                                                      ---------------     -------------     ------------- 

CASH FLOWS FROM FINANCING ACTIVITIES
Loans to Affiliated Borrowers                                       -                 -          (181,000)
Distribution paid                                                   -            (2,083)                -
                                                      ---------------     -------------     ------------- 
  Net cash used in financing activities                             -            (2,083)         (181,000)
                                                      ---------------     -------------     ------------- 

Net increase (decrease) in cash and cash equivalents        1,127,726           (27,222)         (144,114)

Cash and cash equivalents, beginning of year                  204,315           231,537           375,651
                                                      ---------------     -------------     ------------- 
Cash and cash equivalents, end of year                $     1,332,041     $     204,315     $     231,537
                                                      ===============     =============     =============

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
  (USED IN) OPERATING ACTIVITIES:
  Net income                                          $     1,767,691     $   1,915,487     $      75,166
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
    Bad debt reversal                                      (1,653,386)       (1,923,618)                -
    Amortization expense                                        2,400             2,400             2,400
    Amortization of deferred revenue                          (12,396)          (17,928)          (42,183)
    Decrease in accrued interest receivable                 1,023,431                 -                 -
    Increase (decrease) in accounts payable                       (14)           (1,480)            1,503
                                                      ---------------     -------------     ------------- 
        Net cash provided by (used in) operating
        activities, net of distributions              $     1,127,726     $     (25,139)    $      36,886
                                                      ===============     =============     =============
</TABLE>





             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.

                                      F-5

<PAGE>   9

                        HALL INSTITUTIONAL MORTGAGE FUND

                         NOTES TO FINANCIAL STATEMENTS


(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
    
    Hall Institutional Mortgage Fund, an Arizona limited partnership (the 
    "Partnership"), was formed on October 12, 1984. The general partner of the 
    Partnership is Hall Pension Fund Associates (the "General Partner") and the 
    general partner of Hall Pension Fund Associates is Hall 1985 Management
    Associates Limited Partnership (the "Managing General Partner"). The
    Partnership has invested in subordinated mortgages with affiliated
    partnerships (the "Affiliated Borrowers") which were primarily secured by
    income-producing real estate. The investments were made during 1985, 1986
    and 1987 (except for the Arrowtree Loan hereinafter defined). The limited
    partners in the Partnership are primarily qualified pension, profit sharing
    and other retirement trusts and plans, commingled trust funds managed by
    banks for such trusts, government pension and retirement trusts, individual
    retirement accounts, Keogh plans, certain endowment funds and other
    institutional investors intended to be exempt from federal income taxation.
    The Partnership also accepted nontax-exempt investors who desired current
    taxable income from mortgage investments in real estate.
    
    BASIS OF PRESENTATION -
    
    The accompanying financial statements have been prepared in conformity with 
    generally accepted accounting principles ("GAAP"). The preparation of
    financial statements in conformity with GAAP requires management to make
    estimates and assumptions that affect the reported amounts of assets and
    liabilities and disclosure of contingent assets and liabilities at the date
    of the financial statements and the reported amounts of revenues and
    expenses during the reporting period. Actual results could differ from those
    estimates.
    
    REVENUE RECOGNITION -
    
    Interest income derived from mortgage notes receivable is deferred to the 
    extent the underlying mortgage notes receivable are determined, by the
    Managing General Partner, to be either partially or completely uncollectible
    on the basis described in note 3. If in future periods such mortgage notes
    receivable and related interest are deemed to be collectible, the deferred
    interest income will be recognized. Deferred interest is classified in the
    accompanying balance sheets as a reduction in accrued interest receivable.
    
    Cash receipts on impaired loans are first applied to recognize previously 
    deferred interest and then as a reduction of accrued interest and then
    finally as a reduction of principal.
    
    For the purpose of the statement of cash flows the Partnership considers 
    all highly liquid investments with a maturity of three months or less to
    be cash equivalents.





                                      F-6
<PAGE>   10
    INCOME TAXES -
    
    The Partnership is not subject to federal, state, or local income taxes
    and,  accordingly, none have been provided in the accompanying financial 
    statements. Such taxes are the responsibility of the partners and are,
    therefore, included in their individual tax returns.
    
    
    LOAN ORIGINATION FEE -
    
    A 3 percent loan origination fee was earned by the Partnership on each 
    participating mortgage loan made.  This revenue was initially deferred and 
    is being recognized ratably over the life of the specific related loans.
    
    AMORTIZATION OF ORGANIZATION COSTS -
    
    Organization costs are amortized on a straight-line basis over twelve years.

    ALLOCATION OF PROFIT AND LOSS -
    
    Partnership net profits are allocated 99 percent  to the limited partners 
    and 1 percent to the General Partner. Net losses are allocated to the
    limited partners and General Partner in proportion to the positive balances
    in their capital accounts. However, all net losses will be allocated to the
    General Partner if the allocation to the limited partners would result in a
    negative capital account balance for the limited partners.
    
    DISTRIBUTIONS OF DISTRIBUTABLE CASH FROM OPERATIONS
      AND SURPLUS FUNDS -
    
    Distributable cash from operations and surplus funds,  as defined, is 
    allocated 99 percent to  the limited partners and 1 percent to the General 
    Partner. However, the General Partner, exercising reasonable discretion, 
    may retain in the Partnership all or any part of the funds available for 
    distributions to meet the working capital needs of the Partnership (see 
    Note 2).
    
    NET INCOME PER LIMITED PARTNERSHIP UNIT -
    
    Net income per limited partnership unit ("Unit") is computed by dividing 
    net income allocated to the limited partners by the weighted average number 
    of Units outstanding. Per Unit information has been computed based on 2,568 
    Units outstanding in 1995, 1994 and 1993.





                                      F-7
<PAGE>   11

(2) CASH AND CASH EQUIVALENTS:
    
    Cash and cash equivalents at December 31, 1995 and 1994, consisted of the 
    following:


<TABLE>
<CAPTION>
                                               1995          1994  
                                           -----------    ---------
        <S>                                <C>            <C>
        Cash                               $    55,804    $  44,898
        Certificates of deposit/Money                     
          Market account                     1,276,237      159,417
                                           -----------    ---------
                                           $ 1,332,041    $ 204,315
                                           ===========    =========
</TABLE>


    Under the terms of the partnership agreement, the General Partner is 
    required to maintain in the Partnership reasonable cash reserves for 
    working capital and contingencies in an amount of not less than 1% of 
    invested capital, as defined ($74,400 and $78,400 in 1995 and 1994
    respectively). The Partnership maintained the required working capital
    reserve at December 31, 1995 and 1994.

(3) MORTGAGE NOTES RECEIVABLE:

    The Partnership's loans to Affiliated Borrowers (see notes 1 and 4 for 
    relationship) are nonrecourse obligations of the Affiliated Borrowers and 
    certain of the loans are secured by a subordinate lien on the mortgaged
    real property which is pledged as security. The Partnership has released its
    second lien position on certain of the loans to Affiliated Borrowers (see
    below and Notes 6 and 7). All loans, except a certain amount advanced to
    Hall Seven Trails Associates, as more fully discussed hereafter (the
    "Arrowtree Loan"), made by the Partnership to the Affiliated Borrowers were
    subject at the time of origination to the rights and restrictions set out in
    a specified loan agreement ("Model Loan Agreement") and two specified forms
    of notes ("Participating Notes"). Such loans are hereafter referred to as
    "Specific Loans". As described hereinafter, all of the Specific Loans set
    out in the Model Loan Agreement and the Participating Notes have been
    modified subsequent to their origination. As a result of a detailed analysis
    the Partnership performs on the estimated values of the underlying assets
    relating to and impacting the collectibility of the Specific Loans, as
    hereafter described, certain amounts of the Specific Loans have been
    reserved through bad debt provisions. The following table describes the
    terms and status of outstanding Specific Loans at December 31, 1994 and
    1995:
    

<TABLE>
<CAPTION>
                       Outstanding Principal
                            Loan Amount                                        Property
    Borrower           1994             1995              Location              Accrue     Status
                       ----             ----              --------              ------     ------
    <S>              <C>              <C>              <C>                      <C>
    Arrowtree       $  850,000       $  913,683            Okemos, MI             (A)      Modified
    Brambletree      1,751,000        1,751,000           Garland, TX            7.00%     Modified
    Twintree           720,000          720,000         Albuquerque, NM          8.00%     Modified
</TABLE>





                                      F-8
<PAGE>   12
<TABLE>
    <S>              <C>               <C>             <C>                      <C>       <C>
    Midtree             410,000          410,000       Albuquerque, NM          8.00%     Modified
    Fawntree            550,000                -       Albuquerque, NM          N/A       Retired
    Lanetree            620,000          620,000       Albuquerque, NM          8.00%     Modified
    Candlewick          460,000          460,000       Albuquerque, NM          8.00%     Modified
    Coachtree           615,000          615,000       Albuquerque, NM          8.00%     Modified
                    -----------      -----------                                                       
                    $ 5,976,000      $ 5,489,683
                    ===========      ===========
</TABLE>



    The following table shows the changes in the Partnership's allowance for 
    loan losses for the years ending December 31, 1995 and 1994.

<TABLE>
<CAPTION>
                                                            1995              1994
                                                            ----              ----
    <S>                                                 <C>              <C>  
    Balance at beginning of period                      $5,571,770       $5,976,000
                                                                                    
    Allowance recorded on loans                             33,268          211,415
    Recovery of prior loans                                      -                -
    Reduction in allowance for loan losses              (1,029,038)        (615,645)
                                                        ----------       ---------- 
    Balance at end of period                            $4,576,000       $5,571,770
                                                        ==========       ==========
</TABLE>

    The following table shows the changes in the Partnership's allowance for
    interest receivable losses for the years ending December 31, 1995 and 1994.

<TABLE>
<CAPTION>
                                                           1995              1994
                                                           ----              ----
    <S>                                                 <C>              <C>         
    Balance at beginning of period                      $4,826,539       $6,139,271
    Allowance recorded on interest receivables             684,119          868,181
    Recovery of prior losses                                     -                -
    Reduction in allowance for interest receivable      (1,582,478)      (2,180,913)
                                                        ----------       ---------- 
    Balance at end of period                            $3,928,180       $4,826,539
                                                        ==========       ==========
</TABLE>


    (A)  Arrowtree's Specific Loan accrual rate is equal to the principal 
         payments Arrowtree makes on its first lien mortgage.

    The Partnership periodically reviews the amount of reserves which are 
    necessary on both its mortgages and interest receivables. Previously, the 
    process of reviewing the amount of reserves was based on the current
    market value of each Affiliated Borrower's asset holdings and where the
    Partnership stands in relation to the Affiliated Borrower's other creditors.
    Effective January 1, 1995, the Partnership adopted Statement of Financial
    Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
    Loan" (SFAS #114). SFAS #114 required the Partnership to evaluate its
    mortgage notes for impairment based on a measurement of the present value of
    expected future cash flows, the loans observable market price, or the fair
    value of the loans collateral if the loan is collateral dependent. In
    accordance with SFAS #114, the Partnership obtained a third-party appraisal
    of its mortgages and interest receivables which estimated values of the
    Partnership's mortgages and interest receivables ranging from $1,275,000 -
    $1,600,000, exclusive of amounts received in connection with the Arrowtree
    refinancing (see Note 8). The accompanying financial statements





                                      F-9
<PAGE>   13
    reflect the results of the receivables appraised values at December 31, 
    1995, and is based on the upper end of the valuation range.

    The resulting appraised valuations were based on the discounted cash flow 
    analysis' of the underlying properties (discounted at 12%) assuming a
    five-year holding period with a sale occurring at the end of the fifth year.
    The total discounted cash flows were further discounted (at 50%-60%) to
    compensate for the risk associated with owning a minority non-controlling
    equity interest which the Partnership is deemed to possess as a lender to
    each of the Affiliated Borrowers.

    For the years ended December 31, 1995 and 1994, respectively, the 
    Partnership reversed bad debt reserves totaling $1,653,386 and $1,923,618. 
    The amounts reversed during 1995 were primarily based on interest payments 
    received during the year on previously reserved amounts and the expected
    principal payments to be received in connection with the Arrowtree
    refinancing discussed in Note 8. The amounts reversed during 1994 were based
    upon management's process of reviewing the necessary reserves as discussed
    above and resulted from the increased values of the properties that
    collateralized the mortgage notes at that time. There was no change in the
    reserve during 1993.

    On November 1, 1995, Midtree Associates, Ltd. ("Midtree") refinanced the 
    Midtree apartments' mortgages. The first lien mortgage in place prior to
    the refinancing had an original maturity date of August 1, 1995, but was
    extended to allow Midtree time to secure the refinancing proceeds. As part
    of the overall refinancing, the property was transferred to Phoenix Square
    Associates, Ltd. ("New Midtree"), with Midtree retaining a 99% interest in
    New Midtree. The property was refinanced with a new $4.2 million first lien
    which accrues interest at 8.1% through maturity on November 1, 2002. Monthly
    principal and interest payments are based on a 30-year amortization
    schedule. As a condition of the refinancing, the Partnership was required to
    release its second lien position and retain an unsecured loan from Midtree
    for the remaining balance on Midtree's Specific Loan. The remaining balance
    on the Midtree Specific Loan has the same economic and payment terms as
    prior to the refinancing. The Partnership believes it was in its best
    interest to agree to release its second lien position pursuant to the
    refinancing. By doing so, Midtree was able to avoid foreclosure on its
    underlying property from the original first lien holder and reduce the
    interest rate on the first lien from 12%.

    Hall Seven Trails Associates ("Arrowtree") completed an agreement with 
    Prudential Insurance Company ("Prudential") in 1994 regarding restructuring 
    its first lien encumbrance on which Arrowtree had been in default since
    March 1, 1989. The agreement with Prudential required Arrowtree to raise
    $345,000 in cash and funding commitments (the "New Capital") to fund a
    capital improvement escrow account, pay the lender's administrative costs,
    and to bring debt service current under its new terms. Arrowtree issued a
    capital call to equity investors and raised approximately $171,000 of the
    New Capital. The Partnership loaned Arrowtree $181,000 ("Arrowtree
    Reorganization Advance") with such funds being used by Arrowtree as part of
    the New Capital. The Arrowtree Reorganization Advance accrues interest at
    10% compounded monthly beginning January 1, 1994. Interest and principal on
    the Arrowtree Reorganization Advance was deferred and reserved,
    respectively, in 1994. Pursuant to the Partnership's analysis of the
    collectibility of receivables from the Affiliated Borrowers, a portion of
    this reserve was reversed in 1995. In 1994, the Partnership modified its
    Specific Loan from Arrowtree to agree with various modifications called





                                      F-10
<PAGE>   14
    for as part of the agreement with Prudential and in the Arrowtree plan of 
    reorganization (the "1994 Arrowtree Modification"). The 1994 Arrrowtree
    Modification provided that repayment of the principal portion of Arrowtree's
    Specific Loan and the repayment of the Arrowtree Reorganization Advance and
    its related accrued interest is subordinate to Prudential receiving their
    entire first lien and related accrued interest. The interest portion of
    Arrowtree's Specific Loan, in addition to being subordinate to Prudential,
    is also subordinate to the repayment of all the New Capital contributed by
    equity investors plus a 10% annual preference on such funds. The Partnership
    believes it was in its best interest to have consented to the 1994
    modification of the first lien, to have consented to the 1994 Arrowtree
    Modification, and to make the Arrowtree Reorganization Advance. As a result
    of these events, the  Partnership was able to retain its second lien on the
    property since the first lien was not assumable by the Partnership and the
    Partnership did not have the capability of paying off the first lien. As of
    December 31, 1995, the Arrowtree Reorganization Advance was secured by the
    Partnership's second lien on the property.

    A plan of reorganization (the "Plan") for Hall Brambletree Associates 
    ("Brambletree") was confirmed on May 19, 1993. According to the Plan, the 
    principal and interest of $2,037,324 due to the Partnership on its mortgage 
    note receivable will bear interest at 7% per annum beginning January 1, 
    1993.  Property cash flow and sale and refinance proceeds will be allocated 
    first to the investors who provided additional equity of $250,000 to 
    Brambletree as part of the Plan (the "Participating Investors"), plus a 12% 
    annual preference, then 50% to the Participating Investors and 50% to Hall 
    Financial Group, Inc. ("HFGI") and the Partnership to be shared pro rata 
    until HFGI and the Partnership are paid in full, and then 100% to the
    Participating Investors.

    The Partnership, Hall Buckingham Associates ("Buckingham"), and Buckingham's
    senior mortgage holder signed an agreement on July 15, 1993 wherein the 
    Partnership released Buckingham of its mortgage note receivable in return
    for consideration of $75,000.  The Partnership recognized a $75,000 gain on
    debt settlement in 1993 since the Buckingham mortgage note had been fully
    reserved in prior periods.
    
    Fawntree Associates, Ltd. ("Fawntree"), an Affiliated Borrower, was sold for
    $6,400,000 on June 15, 1995.  After the satisfaction of all claims having
    priority over the Partnership, Fawntree distributed $582,682 to the
    Partnership per the terms on the Fawntree Specific Loan. The Partnership had
    previously reserved the entire amount of the Fawntree Specific Loan. As a
    result of the sale of the property in 1995 and related payment to the
    Partnership, the Partnership reversed the reserve related to the repayment
    and wrote off the remaining accrued but unpaid interest of $397,408 and
    principal balance of $550,000 against the related reserves.  

    In February 1995, three of the Affiliated Borrowers entered into a
    transaction with affiliates of NHP, Inc., Paine Webber and HFGI whereby the
    properties were transferred to separate limited partnerships (the "New LPs")
    by the respective Affiliated Borrower (the "NHP Transaction"). As a result
    of the NHP Transaction, Lanetree Associates Limited Partnership, Twintree
    Associates Limited Partnership and Coachtree Associates Limited Partnership
    ("NHP Transaction Partnerships") each hold a limited partnership interest in
    its respective New LP in which affiliates of NHP, Inc. and Paine Webber are
    general partners. As part of the NHP Transaction, the senior mortgage for
    each property involved in the NHP Transaction was paid in full. In addition,
    as part of the NHP Transaction, each NHP Transaction Partnership received
    cash at closing, and is entitled to a defined priority equity


                                      F-11
<PAGE>   15
    amount in the New LPs (the "Preferred Equity") and an annual return on the
    Preferred Equity of 6% per annum provided that all of the New LPs have been
    paid in full at the end of each calender quarter ("Operational Participation
    Proceeds"). In the event all of the New LPs have not been paid in full for
    Operational Participation Proceeds at the end of each calender quarter, the
    annual return on the Preferred Equity in calculating Operational
    Participation Proceeds increases to 9% per annum (hereafter referred to as a
    "Non- Major Default"). In addition to Operational Participation Proceeds,
    each NHP Transaction Partnership is entitled to a priority return of the
    Preferred Equity and any accrued and unpaid Operational Participation
    Proceeds upon refinancing or sale of the properties over other equity
    classes and a 20% participation in net proceeds available from sale or
    refinancing after payment of the Preferred Equity and any accrued and unpaid
    Operational Participation Proceeds ("Sale or Refinancing Participation
    Proceeds"). Lanetree Associates Limited Partnership distributed $569,419 to
    the Partnership in March 1995 in partial payment of its loan obligation to
    the Partnership from proceeds it received at closing of the NHP Transaction.
    There were not sufficient proceeds at closing (after the payment of priority
    repayments) to distribute funds to the Partnership from Coachtree Associates
    Limited Partnership or Twintree Associates Limited Partnership.  However,
    the NHP Transaction Partnerships remain obligated to the Partnership
    pursuant to each partnership's Bankruptcy Plan. The terms of the Preferred
    Equity held by the NHP Transaction Partnerships provided that defined
    amounts be paid not later than December 10, 2000. NHP, Inc. has the option
    to pay the Preferred Equity amounts due the NHP Transaction Partnerships at
    an earlier date at a discounted amount. If NHP, Inc.  exercises its option
    within twenty-one months  of the original transaction date, or November 7,
    1996, it would result in the following estimated payments, excluding Sale or
    Refinancing Participation Proceeds and assuming a Non-Major Default has not
    occurred, to the Partnership from each of the NHP Transaction Partnerships:

<TABLE>
            <S>             <C>
            Coachtree         $177,960
            Lanetree        $1,167,626
            Twintree          $381,815
</TABLE>





                                      F-12
<PAGE>   16
    The amounts the Partnership would receive on December 10, 2000, excluding
    Sale or Refinancing Participation Proceeds and assuming a Non-Major Default
    has not occurred, is estimated to be:
    
<TABLE>
            <S>             <C>                       
            Coachtree         $334,743
            Lanetree        $1,167,626
            Twintree          $561,409
</TABLE>

    As of April 8, 1996, a Non-Major Default had occurred in the NHP
    Transaction.

(4) TRANSACTIONS WITH AFFILIATES:

    Loan origination fees of $12,396, $17,928 and $42,183 were recognized in
    1995, 1994 and 1993, respectively.  In 1995, pursuant to the Partnership's
    analysis of the collectibility of receivables from the Affiliated Borrowers,
    interest income  of $128,670 was recognized on the Specific Loan from
    Lanetree Associates Limited Partnership.  No interest income was recognized
    on Specific Loans in 1994 or 1993. The interest income is net of deferred
    interest of $673,397, $849,228, and $971,098 on non-performing mortgage
    notes receivable in 1995, 1994 and 1993, respectively.

    The General Partner, the Managing General Partner and the Affiliated
    Borrowers are all affiliates of HFGI whose majority shareholder is Mr. Craig
    Hall.  As is more fully discussed in the Partnership's Annual Report on Form
    10-K, Part II, Item 7, certain of the limited partnerships affiliated with
    HFGI have experienced cash flow deficits due primarily to overbuilding and
    poor economic conditions in the market areas in which they operate.  Certain
    of these cash flow deficits have been and are being funded by HFGI. HFGI may
    be unwilling or unable to provide additional cash deficit funding to the
    Affiliated Borrowers and there can be no assurance such funding will be
    available from other sources.

(5) DISTRIBUTIONS TO PARTNERS:

    During the year ended December 31, 1994, distributions of $2,083 (of which
    $1,367 had been previously accrued) were paid to the General Partner.  No
    distributions were made in 1995 or 1993. Such distributions were made in
    accordance with the partnership agreement which requires quarterly
    distributions of Partnership distributable cash flow, as defined.

(6) FAIR VALUE OF FINANCIAL INSTRUMENTS:

    Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
    Value of Financial Instruments," requires the Partnership to disclose the
    estimated fair values of its financial instruments.

    The carrying amount of the Partnership's cash and cash equivalents
    approximates its fair value due to the short maturity of these instruments.
    The Partnership's mortgage note receivables and accrued interest receivables
    have been recorded at their estimated fair value based upon an independent
    third-party appraisal (see Note 3).


                                      F-13
<PAGE>   17
(7) INVESTMENT ACT OF 1940:

    The accompanying financial statements have been prepared assuming that the
    Partnership will continue as a going concern. In February 1996, the
    Partnership's attorneys advised the Partnership that the release of the
    second lien positions on certain of the loan receivables could cause the
    Partnership to be treated as an investment company under the 1940 Investment
    Company Act (the "1940 Act") by the Securities and Exchange Commission. The
    Partnership cannot become an investment company under the 1940 Act because
    it is in conflict with its partnership agreement and the purpose of the
    original offering. The Partnership, however, is in the process of applying
    for a "no action" letter from the Securities and Exchange Commission based
    on the position that the 1940 Act provides for an exemption for companies
    not to be considered investment companies if they adopt a plan of
    liquidation. In the original offering, it was anticipated that when the
    loans were repaid, the funds would be distributed back to the unit holders
    rather than being allowed to be reinvested. Therefore, based upon the
    Partnership's original partnership documents, the intent was to have a
    liquidating fund after all the initial loans were made. In order to adopt a
    liquidating plan, a proxy will be sent to each unit holder for their vote.
    Under the liquidation plan proxy, the unit holders will be asked to choose
    one of two alternatives.  A majority vote (over 50%) for either alternative
    will determine the treatment of all unit holders.

    The first alternative would be an immediate liquidation of the Partnership
    based on a sale of all the loans receivable to HFGI for  $1.6 million. This
    amount was determined by taking the highest range of value as determined by
    an independent third party appraisal. The proceeds from the sale of the
    loans receivable plus the cash on hand will then be distributed to the unit
    holders based upon their percentage interest. The Partnership would then be
    dissolved.

    The second alternative is to make a distribution to the unit holders from
    current funds available and to collect whatever additional loan proceeds are
    realized over a five year period of time. Any Partnership loan receivables
    which are still outstanding at the end of the five years will be appraised
    by an independent third party appraiser and the Partnership will then offer
    for sale the remaining loan receivables from the Partnership at such
    appraised value. The proceeds from the sale of the loans at the end of five
    years, as well as any remaining cash on hand will then be distributed pro
    rata to the unit holders of the Partnership and the Partnership will be
    terminated.

    Management expects a proxy statement will be sent out within 90 days from
    March 31, 1996 to all unit holders, as well as a request for a no action
    letter from the Securities and Exchange Commission.

    The accompanying financial statements have not been prepared on the
    liquidation basis of accounting, as it is not determinable if an immediate
    liquidation of the Partnership will be required. This uncertainty raises
    substantial doubt about the Partnership's ability to continue as a going
    concern. The accompanying financial statements do not include any
    adjustments that might result from the outcome of this uncertainty.





                                      F-14
<PAGE>   18
(8) SUBSEQUENT EVENTS:

    In January 1996, Northtree Associates Limited Partnership ("Candlewick")
    refinanced the Candlewick apartments' mortgages. The property was refinanced
    with a new $5.0 million first lien mortgage which accrues interest at 7.58%
    with principal and interest payments due monthly based on a 22-year
    amortization schedule through maturity on February 1, 2003. As a condition
    of the refinancing agreement, the Partnership was required to release its
    second lien position and retain an unsecured loan from Candlewick for the
    remaining balance on Candlewick's Specific Loan. The remaining balance on
    the Candlewick Specific Loan has the same economic terms as prior to the
    refinancing. The Partnership believes it was in its best interest to release
    its second lien position to allow the refinancing to be consummated, thereby
    decreasing Candlewick's first lien mortgage interest rate and extending the
    maturity date.

    In January 1996, the Arrowtree apartments' mortgages were refinanced. As
    part of the overall refinancing, the property was transferred to Arrowtree
    Properties, Ltd. ("New Arrowtree"), with Arrowtree retaining a 99% interest
    in New Arrowtree. The property was refinanced with a new $2.75 million first
    lien mortgage which accrues interest at 7.57% with principal and interest
    payments due monthly. The refinancing allowed Arrowtree to repay the
    Partnership in full the principal and accrued interest on the Arrowtree
    Reorganization Advance and to make a partial payment of approximately
    $913,000 on Arrowtree's Specific Loan. As a condition of the refinancing
    agreement, however, the Partnership was required to release its second lien
    position and retain an unsecured loan from Arrowtree for the remaining
    balance on Arrowtree's Specific Loan. The remaining balance on the Arrowtree
    Specific Loan has the same economic and payment terms as prior to the
    refinancing.





                                      F-15
<PAGE>   19
                                   SIGNATURES


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


HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP

By:    Hall Pension Fund Associates,
       its General Partner

       By:    Hall 1985 Management Associates Limited Partnership
              its  General Partner

              By:    Hall Apartment Associates, Inc.,
                     its Managing General Partner

              By:    /s/ DON BRAUN                  Date: January 17, 1996  
                     ----------------------------         --------------------
                     Don Braun
                     President/Treasurer

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

       By:    Hall Apartment Associates, Inc., the Managing General Partner
              of Hall 1985 Management Associates Limited Partnership, the
              General Partner of Hall Pension Fund Associates, the General
              Partner of Hall Institutional Mortgage Fund Limited Partnership


              By:    /s/ DON BRAUN                  Date: January 17, 1996  
                     ----------------------------         --------------------
                     Don Braun
                     President/Treasurer