EXHIBIT 99.3

                           CHARLESTON PLACE APARTMENTS

                            Charlotte, North Carolina

     On May 14, 1997, the Company purchased the Summit Charleston Apartments,  a
214-unit  apartment  complex located at 1700 Charleston  Place Lane,  Charlotte,
North  Carolina  (the  "Property").  The Company has  renamed the  Property  the
"Charleston Place Apartments."

     The Company  purchased  the Property  from a seller  unaffiliated  with the
Company and its affiliates.  The purchase price was $9,475,000, all of which was
borrowed by the Company under the Company's  unsecured line of credit.  Title to
the Property was conveyed to the Company by limited warranty deed.

     Location.  The Property is located in the  southeastern  part of Charlotte,
North Carolina, within Mecklenburg County. The following information is based in
part upon information provided by the greater Charlotte Chamber of Commerce.

     Based in part  upon its fast  rate of  growth  and a  diversified  economy,
Charlotte  has in recent  years  come to  national  attention  as an  attractive
location for business and residential growth. According to the August 1995, Site
Selection magazine,  Charlotte's  corporate  popularity ranked second nationally
only to Dallas  during the period  between 1990 and 1994,  being the site of 474
significant new and expanded facilities.

     Charlotte  has  developed  into  a  major   financial,   distribution   and
transportation  center,  with a  metropolitan  population of  approximately  1.3
million and a population of approximately  5.6 million within a 100-mile radius.
Charlotte's growth is also attributable to its favorable  year-round  climate, a
moderate  cost of  living,  excellent  quality  of life,  educated  work  force,
probusiness political climate,  extensive  transportation network, and strategic
geographic location.

     According to the Charlotte Chamber of Commerce, during the first six months
of 1995, approximately 530 firms announced new or expanded businesses which will
provide  approximately  6,200 new jobs in the area.  Charlotte  is home to major
offices of more than 225 of the Fortune 500 industrial  firms and  approximately
300 of the Fortune 500 service firms.

     Charlotte  is the leading  financial  center of the  Southeast,  serving as
corporate   headquarters  to  NationsBank  and  First  Union,   with  assets  of
approximately  $170  billion  and $124  billion,  respectively.  The  growth  of
Charlotte's  banking and financial  communities has had a positive effect on the
growth of its

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supporting industries, such as insurance,  accounting,  legal services, and real
estate.

     The city of  Charlotte  is located  near the border of North  Carolina  and
South Carolina within  Mecklenburg  County. It is located at the intersection of
Interstates 77 and 85, the major north/south and each/west  thoroughfares in the
region, which provide convenient access to all other regional areas.

     The Property is located on Monroe Road adjacent to McAlpine  Greenway Park.
The immediate area  surrounding  the Property  consists of commercial and retail
development, other multi-family housing, and single family housing. The Property
is in close  proximity  to  several  major  employment  centers,  including  the
McAlpine Business Center,  Crownpoint Business Center, Matthews Township and the
Charlotte central business district.  The Property has ready access to shopping,
dining and entertainment and to the Charlotte/Douglass International Airport.

     Description  of the  Property.  The  Property  consists of 214 garden style
apartment units in 11 two- and three-story  buildings on  approximately 15 acres
of land. The Property was built in 1986.

     The Company  believes that the Property is generally in very good condition
and has been well maintained.  The Company has budgeted  approximately  $107,000
for certain improvements, including renovation of the clubhouse and painting.

     The Property offers five unit types. The unit mix and rents currently being
charged new tenants are as follows:

                                                  Approximate
                                                Interior Square      Monthly
Quantity                 Type                       Footage          Rental
--------                 ----                       -------          ------
31                  One bedroom/one bath              550          $530-$560
31                  One bedroom/one bath              650           550-580
31                  One bedroom/one bath              710           600-635
31                  One bedroom/one
                    bath/den                          815           660-690
90                  Two bedrooms/two                  977           690-750
                    baths

     The  variation in monthly  rental among units is based upon floor level and
amenities such as washer/dryer connections,

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fireplace, picture windows, vaulted ceilings and built-in shelving.

     The  apartments  provide a combined total of  approximately  172,000 square
feet of net rentable area.

     Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have generally increased.  As an example, a
one-bedroom,  one-bath apartment unit (710 square feet) rented for $385 in 1992,
$441 in 1993, $505 in 1994, $540 in 1995 and $550 in 1996. The average effective
annual  rental per square foot at the Property for 1992,  1993,  1994,  1995 and
1996 was $6.04, $6.91, $7.92, $8.47 and $8.62, respectively.

     The buildings are wood-frame  construction on concrete slabs. Exteriors are
a combination of brick veneer and vinyl siding. The buildings have pitched roofs
covered with gabled fiberglass shingles over pre-engineered roof trusses.

     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath. Each apartment unit has a cable television
hook-up and an individually  controlled  heating and air conditioning unit. Each
apartment unit also includes miniblinds, vertical blinds, pantry and linen space
and outside  storage.  Each kitchen has a  refrigerator/freezer  with  icemaker,
electric range and oven, microwave,  dishwasher and garbage disposal.  The owner
of the  Property  supplies  cold water,  sewer  service and trash  removal.  The
tenants pay for their  electricity,  which includes air  conditioning,  heating,
cooking, hot water and lights.

     The  Property has an outdoor  swimming  pool, a lighted  tennis  court,  an
exercise/fitness  center overlooking the swimming pool, a sand volleyball court,
two gazebos with gas grills and picnic  areas,  a laundry  room,  and a car care
area.  The Property also has winding  walkways with access to McAlpine  Greenway
Park. The Property has a large  clubhouse/leasing  office with an  entertainment
area,  fully-equipped  kitchen,  library  and  fireplace.  There is ample  paved
parking for tenants.

     There are at least five apartment  properties in the area that compete with
the  Property.  All offer similar  amenities  and have rents that  generally are
comparable to those of the Property.  Based on a recent  telephone  survey,  the
Company  estimates  that occupancy in nearby  competing  properties now averages
approximately 92%.

     According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  92% in 1992, 94% in 1993, 94% in 1994, 95% in
1995 and 94% in 1996. On May 5, 1997, the Property was 93% occupied.

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     Most of the tenants at the Property are white-collar workers.

     The combined  1996 real estate tax rate imposed on the Property by the City
of  Charlotte  and  Mecklenburg  County  was  $1.2550.  The  assessed  value was
$6,215,720. The taxes were calculated as $85,069 (including a solid waste tax of
$7,062).

     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $5,238,890) will be depreciated over 27.5
years on a straight-line  basis. The basis of the personal property portion will
be depreciated in accordance with the modified  accelerated cost recovery system
of the Code. Amounts to be spent by the Company on repairs and improvements will
be treated for tax  purposes as permitted by the Code based on the nature of the
expenditures.

     The  Company  believes  that  the  Property  is  and  will  continue  to be
adequately covered by property and liability insurance.

     Material  Factors  Considered  in  Assessing  the  Property.   The  factors
considered  by the  Company  to be  relevant  in  evaluating  the  Property  for
acquisition by the Company included the following:

     1. The  Company  believes  that the  Charlotte,  North  Carolina  area will
experience continued strong economic development and steady population increase,
and that such  development and increase will support stable  occupancy rates and
reasonable increases in rents at the Property.

     2. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.

     3. The Property is  conveniently  located and proximate to major  employers
and shopping.

     4. The Company is very  familiar  with the  Charlotte  rental  market.  The
Company  already owns several other  apartment  complexes in the Charlotte area,
which may provide certain economies and efficiency in operation.

     The Company is not aware of any material  adverse  factors  relating to the
Property not set forth in this report that would cause the financial information
contained in this report not to be indicative of future operating results.

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                           DUNWOODY SPRINGS APARTMENTS
                                Dunwoody, Georgia

     On July 25, 1997, the Company purchased the Dunwoody Springs Apartments,  a
350-unit  apartment  complex located at 8800 Dunwoody Place,  Dunwoody,  Georgia
(the "Property").

     The Company  purchased  the Property  from a seller  unaffiliated  with the
Company and its affiliates. The purchase price was $15,200,000, all of which was
borrowed by the Company under the Company's  unsecured line of credit.  Title to
the Property was conveyed to the Company by limited warranty deed.

     Location.  The  Property  is in  Dunwoody,  Fulton  County,  just  north of
Atlanta,  Georgia.  The following  information is based in part upon information
provided by the greater Atlanta Chamber of Commerce.

     The  economy of the  greater  Atlanta  area is  diverse,  and  includes  as
significant  sectors  manufacturing,  transportation,  distribution,  retailing,
wholesaling,  finance,  government,  research, education and medicine. More than
80% of the Fortune 500 industrial  companies and over 1,800 local  manufacturing
firms have  operations  in the area.  Atlanta is the  national  headquarters  of
Coca-Cola,  Cable News Network,  Delta Air Lines,  United Parcel  Service,  Home
Depot and Holiday Inn  Worldwide.  The city is also  headquarters  for the Sixth
District Federal Reserve Bank.

     The  convention  and  visitor  trade  is  also  one  of  Atlanta's  primary
industries  and has an  important  impact on the  overall  economy  of the city.
Atlanta's hosting of the 1996 Centennial  Olympic Games furthered its visibility
as an important city internationally.

     Atlanta sits at the junction of three major Interstate Highways (I-20, I-75
and I-85), and I-285 (Perimeter  Highway)  encircles the city. There are several
airports  in  the  area,  but  the  principal   airport  is   Hartsfield-Atlanta
International  Airport,  which  had over  60,000  flights  and over 4.5  million
passengers in 1994.  Atlanta also has a rapid rail transit  system (known as the
Metropolitan Atlanta Rapid Transit Authority, or "MARTA").

     Fulton County is the most densely  developed  and  populated  county in the
metropolitan  Atlanta  area.  With nearly 40% of the total number of jobs in the
greater metropolitan area, the county also has the largest employment base, with
downtown, midtown, Buckhead and Perimeter Center office districts all located in
Fulton County.

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     The 1996 population of Fulton County was approximately 745,000. The Atlanta
Regional   Commission  projects  that  Fulton  County's  population  will  reach
approximately  773,500 by 2005,  and the  County's  current  employment  base of
approximately  616,000 is  projected  to  increase by  approximately  8,000 jobs
annually  over  the next ten  years.  Since  1980,  county-wide  employment  has
increased by an average of approximately 11,000 jobs per year.

     The  Property  is located on Dunwoody  Place off of  Northridge  Road.  The
immediate  area  surrounding  the Property  consists of other  multi-family  and
single-family  housing,  and commercial and retail development.  The Property is
located  at the apex of  metropolitan  Atlanta's  largest  and  fastest  growing
commercial area, the Perimeter Center/Georgia Highway 400 corridor. The Property
is near businesses, major shopping, entertainment, schools and churches.

     The  Property is located  approximately  16 miles from the Atlanta  central
business  district,  approximately  five miles north of Interstate  285 and less
than one mile from both Georgia Highway 400 and Roswell Road.

     Description of the Property.  The Property  consists of 350 garden and loft
style apartment units in 25 two- and three-story  buildings on  approximately 33
acres of land. The Property was built in 1981.

     The Company  believes that the Property is generally in very good condition
and has been well  maintained.  According to the seller,  since October of 1993,
the  seller  has  completed  approximately  $432,000  in  capital  improvements,
including  installation  of  new  appliances,  roof  repairs,  paving,  concrete
repairs,  floor  covering  installation,  window  treatments and HVAC repair and
replacements.  In  addition,  the  exterior of the Property was painted in March
1997, which included exterior wood replacement where necessary.  The Company has
budgeted  $612,500  for  additional  renovations  to  the  Property,   including
construction  of a  clubhouse,  re-siding of the entire  Property and  appliance
replacements.

     The  Property  offers  eight unit types.  The unit mix and rents  currently
being charged new tenants are as follows:

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                                                Approximate
                                                  Interior        Monthly
     Quantity             Type                 Square Footage      Rental
     --------             ----                 --------------      ------
        56          One bedroom/one bath             544           $545
                    (executive)
        60          One bedroom/one bath             776            600
                    (screened porch)
        68          One bedroom/one bath             972            645
                    (loft)
        80          One bedroom/one bath           1,000            655
                    (sun room)
        20          Two bedrooms/two               1,121            740
                    baths (roommate,
                    screened porch)
        28          Two bedrooms/two               1,254            770
                    baths (screened
                    porch)
        24          Two bedrooms/two               1,308            830
                    baths (den)
        14          Two bedrooms/two               1,400            890
                    baths (sun room)


     The  apartments  provide a combined total of  approximately  331,600 square
feet of net rentable area.

     Leases at the Property are generally for terms of one year or less. Average
rental rates for the past five years have both  increased and  decreased.  As an
example,  a  one-bedroom,  one-bath  apartment unit (972 square feet) rented for
$519 in 1992,  $573 in 1993,  $584 in 1994,  $540 in 1995 and $625 in 1996.  The
average  effective annual rental per square foot at the Property for 1992, 1993,
1994, 1995 and 1996 was $6.71, $7.40, $7.54, $6.97 and $8.07, respectively.

     The  buildings  are  wood-frame  construction  on concrete  slabs,  and the
exteriors  are  painted  hardboard  batten-style  siding.  Roofs are pitched and
covered with composition shingles and have metal gutters and downspouts.

     Each  apartment  unit has  wall-to-wall  carpeting  in the living areas and
vinyl floors in the kitchen and bath. Each apartment unit has a cable television
hook-up and individually  controlled utilities.  Each apartment unit, other than
the smallest one-bedroom unit, has individually metered utilities. The owner of

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the property supplies cold water,  sewer service and trash removal.  Each tenant
is  responsible  for  his or her  own  electricity  usage,  which  includes  air
conditioning  and lights,  and each tenant also pays for gas usage that provides
heat and hot water, except that the owner of the Property is responsible for gas
usage in the smallest one-bedroom  apartment units, which are in four buildings,
each of which is served by one central gas-fired boiler that provides hot water.

     Each unit,  except the smallest  one-bedroom  unit,  includes  washer/dryer
connections for full-sized  appliances,  mini and vertical blinds and a patio or
balcony.  There is a wood-burning  fireplace in 241 apartment  units and certain
units include built-in  bookshelves,  a screened porch or sun room. Each kitchen
is  equipped  with a  refrigerator/freezer  with  icemaker,  gas range and oven,
dishwasher and garbage disposal.

     The Property has two swimming  pools,  a sun-deck with  dressing  rooms and
showers, a pool-side cabana, two lighted tennis courts, a park area with gazebo,
picnic tables and gas grills,  a fitness  center,  a laundry  facility and a car
wash area. There is ample paved parking for tenants.

     There are at least seven apartment properties in the area that compete with
the  Property.  All offer similar  amenities  and have rents that  generally are
comparable when compared with those of the Property. Based on a recent telephone
survey, the Company estimates that occupancy in nearby competing  properties now
averages approximately 90%.

     According to information provided by the seller,  physical occupancy at the
Property  averaged  approximately  93% in 1992, 94% in 1993, 95% in 1994, 94% in
1995, and 96% in 1996. On July 21, 1997, the Property was 95% occupied.

     As of July 1997,  approximately 80% of the Property's  tenants were single,
with  an  average  age of  approximately  23.  Tenants  consist  principally  of
service-level and mid-management level employees of local businesses,  including
MCI and Coca-Cola. The average household income is approximately $32,000.

     For 1996,  Fulton County specified an assessed value for the Property equal
to  $11,797,800.  The taxable  value is equal to 40% of the assessed  value,  or
$4,719,120.  The tax rate was  $0.04028,  and the total real  estate  taxes were
calculated as $190,086.

     The basis of the  depreciable  residential  real  property  portion  of the
Property (currently estimated at about $8,970,500) will be depreciated over 27.5
years on a straight-line  basis. The basis of the personal property portion will
be depreciated in accordance with the modified  accelerated cost recovery system
of the Code. Amounts to be spent by the Property on repairs and

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improvements  will be treated for tax purposes as permitted by the Code based on
the nature of the expenditures.

     The  Company  believes  that  the  Property  is  and  will  continue  to be
adequately covered by property and liability insurance.

     Material  Factors  Considered  in  Assessing  the  Property.   The  factors
considered  by the  Company  to be  relevant  in  evaluating  the  Property  for
acquisition by the Company included the following.

     1. The Company believes that the greater Atlanta, Georgia metropolitan area
will  continue  to  enjoy  steady   population   increase  and  steady  economic
development and that such increase and development will support stable occupancy
rates and  reasonable  increases in rents at the Property.  In  particular,  the
Company  believes that the Property is located in a particularly  desirable part
of the Atlanta metropolitan area.

     2. Based upon an engineering  report and its own  inspections,  the Company
believes that the Property is in very good condition.  The Company  particularly
believes that the Property benefited from a significant  renovation completed by
the former owner in 1993, and will similarly benefit from additional renovations
to be undertaken by the Company.

     3.  The  Property  has  an   advantageous   location   near  the  Perimeter
Center/Georgia  Highway 400  corridor,  Atlanta's  largest  and fastest  growing
commercial area.

     The Company is not aware of any material  adverse  factors  relating to the
Property not set forth in this report that would cause the financial information
contained in this report not to be indicative of future operating results.

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