Exhibit 99.3





INDEPENDENT AUDITORS' REPORT


To the Partners of
  Nooney Income Fund Ltd., L.P.:

We have audited the accompanying balance sheets of Nooney Income Fund Ltd., L.P.
(a limited  partnership)  as of  December  31,  1997 and 1996,  and the  related
statements of operations,  partners' equity (deficit) and cash flows for each of
the three years in the period ended  December 31, 1997. Our audits also included
the  financial  statement  schedules  listed in the index at Item 14(a)2.  These
financial  statements  are  the  responsibility  of  the  Partnership's  general
partners.  Our  responsibility  is to  express  an  opinion  on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the 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 the
Partnership's  general  partners,  as well as evaluating  the overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Nooney Income Fund Ltd., L.P. as of December
31, 1997 and 1996, and the results of its operations and its cash flows for each
of the three years in the period  ended  December  31, 1997 in  conformity  with
generally accepted accounting  principles.  Also, in our opinion, such financial
statement  schedules,  when  considered  in  relation  to  the  basic  financial
statements  taken  as a whole,  present  fairly  in all  material  respects  the
information set forth therein.



DELOITTE & TOUCHE LLP



January 23, 1998
St. Louis, Missouri

                                      -18-

<PAGE>




NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
--------------------------------------------------------------------------------


ASSETS                                                1997              1996

CASH AND CASH EQUIVALENTS                        $    865,287      $    797,225

ACCOUNTS RECEIVABLE                                   115,038           175,325

PREPAID EXPENSES
                                                       10,520            10,822

INVESTMENT PROPERTY (Note 3):
  Land                                              1,946,169         1,946,169
  Buildings and improvements                        8,447,027         8,304,934
                                                 ------------      ------------

                                                   10,393,196        10,251,103
  Less accumulated depreciation                    (4,731,841)       (4,415,352)
                                                 ------------      ------------

                                                    5,661,355         5,835,751

DEFERRED EXPENSES - At amortized cost
                                                       61,295            64,243
                                                 ------------      ------------

TOTAL                                            $  6,713,495      $  6,883,366
                                                 ============      ============


LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses          $    108,209      $    109,505
  Accrued real estate taxes                           184,936           170,698
  Refundable tenant deposits                          120,017           114,871
  Mortgage note payable (Note 3)                    1,197,000         1,261,800
                                                 ------------      ------------

           Total liabilities                        1,610,162         1,656,874

PARTNERS' EQUITY                                    5,103,333         5,226,492
                                                 ------------      ------------

TOTAL                                            $  6,713,495      $  6,883,366
                                                 ============      ============


See notes to financial statements.

                                      -19-

<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

<TABLE>
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
-----------------------------------------------------------------------------------------------------

<CAPTION>
                                                                1997           1996           1995
<S>                                                          <C>            <C>            <C>
REVENUES:
  Rental and other income (Note 4)                           $1,772,253     $1,778,074     $1,688,761
  Interest
                                                                 23,406         20,295         18,535
                                                             ----------     ----------     ----------

          Total revenues                                      1,795,659      1,798,369      1,707,296
                                                             ----------     ----------     ----------

EXPENSES:
  Interest                                                      117,437        121,761        135,108
  Depreciation and amortization                                 443,004        466,190        495,353
  Real estate taxes                                             273,703        247,299        200,374
  Property management fees - related party                      107,130        107,341        102,349
  Repairs and maintenance                                       127,354        157,423        118,917
  Utilities                                                     108,281        135,789        120,171
  Other operating expenses (includes $25,000 in each
    year to related party)                                      425,619        387,281        347,248
                                                             ----------     ----------     ----------

          Total expenses                                      1,602,528      1,623,084      1,519,520
                                                             ----------     ----------     ----------

NET INCOME                                                   $  193,131     $  175,285     $  187,776
                                                             ==========     ==========     ==========

NET INCOME ALLOCATION:
  General partners                                           $   30,127     $   29,947     $   20,680
  Limited partners                                              163,004        145,338        167,096

LIMITED PARTNERS DATA:
  Net income per unit                                        $    10.74     $     9.57     $    11.01
                                                             ==========     ==========     ==========
  Cash distributions - investment income per unit            $    10.74     $     9.57     $    11.01
                                                             ==========     ==========     ==========

  Cash distributions - return of capital per unit            $     8.01     $     9.18     $     1.49
                                                             ==========     ==========     ==========

  Weighted average limited partnership units outstanding         15,180         15,180         15,180
                                                             ==========     ==========     ==========


See notes to financial statements.

                                                  -20-
</TABLE>



<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------------------------------------------


                                        Limited       General
                                        Partners      Partners        Total

BALANCE (DEFICIT), JANUARY 1, 1995    $ 5,476,372   $   (85,802)  $ 5,390,570

  Net income                              167,096        20,680       187,776

  Cash distributions                     (189,767)      (21,090)     (210,857)
                                      -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1995    5,453,701       (86,212)    5,367,489

 Net income                               145,339        29,946       175,285

  Cash distributions                     (284,654)      (31,628)     (316,282)
                                      -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1996    5,314,386       (87,894)    5,226,492

  Net income                              163,004        30,127       193,131

  Cash distributions                     (284,625)      (31,665)     (316,290)
                                      -----------   -----------   -----------

BALANCE (DEFICIT), DECEMBER 31, 1997  $ 5,192,765   $   (89,432)  $ 5,103,333
                                      ===========   ===========   ===========


See notes to financial statements.

                                      -21-

<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
<TABLE>
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------------------------------------------------

<CAPTION>
                                                        1997        1996        1995
<S>                                                  <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $ 193,131   $ 175,285   $ 187,776
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation                                     405,604     415,470     439,626
      Amortization of deferred expenses                 37,400      50,720      55,727
      Net changes in accounts affecting operations:
        Accounts receivable                             60,287     (58,325)     (8,019)
        Prepaid expenses                                   302        (572)    (10,250)
        Deferred expenses                              (34,452)     (7,333)    (41,717)
        Accounts payable and accrued expenses           (1,296)     36,955         (95)
        Accrued real estate taxes                       14,238      18,433      (6,080)
        Refundable tenant deposits                       5,146       4,750      11,159
                                                     ---------   ---------   ---------

          Net cash provided by operating activities    680,360     635,383     628,127
                                                     ---------   ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Net additions to investment property                (231,208)   (113,980)   (444,649)
                                                     ---------   ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions to partners                      (316,290)   (316,282)   (210,857)
  Payments on mortgage note payable                    (64,800)    (64,800)    (60,600)
                                                     ---------   ---------   ---------

          Net cash used in financing activities       (381,090)   (381,082)   (271,457)
                                                     ---------   ---------   ---------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                           68,062     140,321     (87,979)

CASH AND CASH EQUIVALENTS, BEGINNING OF
  YEAR                                                 797,225     656,904     744,883
                                                     ---------   ---------   ---------

CASH AND CASH EQUIVALENTS, END OF YEAR               $ 865,287   $ 797,225   $ 656,904
                                                     =========   =========   =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid for interest               $ 117,437   $ 132,787   $ 135,443
                                                     =========   =========   =========


See notes to financial statements.
</TABLE>

                                      -22-

<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------------------------------------------


1.    BUSINESS

      Nooney Income Fund Ltd., L.P. (the "Partnership") is a limited partnership
      organized  under the laws of the State of Missouri on October 12, 1983 for
      the purpose of  investing in  income-producing  real  properties,  such as
      shopping  centers,  office  buildings,  warehouses  and  other  commercial
      properties.    The   Partnership's    portfolio   is   comprised   of   an
      office/warehouse  complex located in Downer's  Grove,  Illinois (Oak Grove
      Commons)  which  generated  49.6% of rental and other  income for the year
      ended December 31, 1997, and an office complex in Leawood, Kansas (Leawood
      Fountain  Plaza) which  generated 50.4% of rental and other income for the
      year ended December 31, 1997.

      The  Partnership  owns  100%  of Oak  Grove  Commons  and a 76%  undivided
      interest in Leawood Fountain Plaza.

      The  Partnership's  proportionate  share of the results of  operations  of
      Leawood  Fountain Plaza is included in the statements of operations of the
      Partnership.  The  Partnership's  proportionate  share of the  assets  and
      liabilities  of Leawood  Fountain  Plaza is included in the balance sheets
      presented.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The  financial  statements  include  only those  assets,  liabilities  and
      results of operations of the partners  which relate to the business of the
      Partnership.  The  statements  do not  include  any  assets,  liabilities,
      revenues or expenses attributable to the partners' individual  activities.
      No provision  has been made for federal and state income taxes since these
      taxes are the personal responsibility of the partners.

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles 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.

      The corporate general partner was a  partially-owned  subsidiary of Nooney
      Company.  One of the individual general partners was an officer,  director
      and shareholder of Nooney Company.  Another  individual  general partner's
      spouse was a shareholder  of Nooney  Company.  Nooney  Company was also an
      economic  assignee  of the  general  partnership  interests  of two former
      individual  general  partners.  Nooney  Krombach  Company,  a wholly-owned
      subsidiary of Nooney Company,  managed the Partnership's real estate for a
      management fee. On October 31, 1997,  Nooney Company sold its 75% interest
      in Nooney Income  Investments,  Inc., the corporate general partner of the
      Registrant to S-P  Properties,  Inc., a California  corporation,  which in
      turn is a  wholly-owned  subsidiary  of CGS Real Estate  Company,  Inc., a
      Texas corporation.  Simultaneously,  Gregory J. Nooney, Jr., an individual
      general  partner and PAN, Inc., a corporate  general  partner,  sold their
      economic  interests  to S-P  Properties,  Inc.  and  resigned  as  general
      partners.  CGS Real  Estate  also  purchased  the real  estate  management
      business of Nooney Krombach Company and formed Nooney, Inc. to perform the


                                      -23-

<PAGE>



      management of the Partnership. The Partnership continues to pay management
      fees to Nooney,  Inc.  Property  management  fees paid to Nooney  Krombach
      Company were $90,260,  $107,341 and $102,349 for the years ended  December
      31, 1997, 1996 and 1995,  respectively.  Property  management fees paid to
      Nooney,  Inc. in 1997 were $16,870.  Additionally,  the  Partnership  paid
      Nooney  Krombach  Company  $20,833 in 1997 and $25,000 in 1996 and 1995 as
      reimbursement for management  services and indirect expenses in connection
      with the management of the Partnership.  The Partnership paid Nooney, Inc.
      $4,167 in 1997 for these same reimbursement items.

      The  Partnership  considers  all highly  liquid  debt  instruments  with a
      maturity  of  three  months  or  less  at  date  of  purchase  to be  cash
      equivalents.

      Investment  property is  recorded  at the lower of cost or net  realizable
      value.  Impairment is  recognized  if the sum of the expected  future cash
      flows  (undiscounted  and  without  interest  charges)  is less  than  the
      carrying amount of the property.

      Buildings and  improvements  are depreciated  over their estimated  useful
      lives (30 years) using the straight-line  method.  Tenant  alterations are
      depreciated over the term of the lease on a straight-line basis.

      Deferred  expenses consist of lease fees amortized over the terms of their
      respective leases.

      Lease  agreements  are accounted for as operating  leases and rentals from
      such leases are reported as revenues ratably over the terms of the leases.
      Certain lease  agreements  provide for rent  concessions.  At December 31,
      1997 accounts receivable include  approximately  $42,000 ($58,000 in 1996)
      of  accrued  rent  concessions  which is not yet due  under  the  terms of
      various lease agreements.

      Net Operating Cash Income,  as defined in the  Partnership  Agreement,  is
      distributed  quarterly as follows:  (1) 90% pro rata to all partners based
      upon  the  relationship  of  original  capital  contributions  of all  the
      partners;  (2) 9% to the  individual  general  partners  as  their  annual
      partnership management fee; and (3) 1% to the individual general partners.

      For  financial  statement  and  income  tax  reporting,  the  income  from
      operations is allocated as follows:  first, a special  allocation of gross
      income to the individual general partners in the amount that Net Operating
      Cash Income  distributed to the individual  general partners under (2) and
      (3) above exceeds 1% of net operating cash income for the period; then, 1%
      to the  individual  general  partners  and the  remainder  pro rata to all
      partners based upon the relationship of original capital  contributions of
      all of the partners.

      Limited  partnership  per unit  computations  are  based  on the  weighted
      average number of limited partnership units outstanding during the period.

      Certain  reclassifications  have been made to the prior  year's  financial
      statements to conform with current year presentation.

                                      -24-

<PAGE>



3.    MORTGAGE NOTE PAYABLE

      Mortgage note payable at December 31 consists of the following:

                                                           1997        1996

        Note payable to bank, principal due in
          monthly installments of $5,400 plus
          interest at 1% over the bank's prime
          rate (8.5% at December 31, 1997) to
          July 1998 when remaining principal
          is due                                        $1,197,000  $1,261,800
                                                        ==========  ==========

      The mortgage note is  collateralized by a first deed of trust on Oak Grove
      Commons which has a net book value of approximately $3,047,000 at December
      31, 1997.

      Management  intends to refinance  the note payable  under similar terms by
      extending the due date.

      In accordance  with Statement of Financial  Accounting  Standards No. 107,
      Disclosures about Fair Value of Financial Instruments,  the estimated fair
      value of mortgage notes payable with  maturities  greater than one year is
      determined  based on rates  currently  available  to the  Partnership  for
      mortgage notes with similar terms and remaining  maturities as the present
      value of expected  cash flows.  The carrying  amount  equals its estimated
      fair value due to the variable nature of the debt.

4.    RENTAL REVENUES UNDER OPERATING LEASES

      Minimum future rental  revenues under  noncancelable  operating  leases in
      effect as of December 31, 1997 are as follows:

        1998                                                     $  1,472,000
        1999                                                          957,000
        2000                                                          497,000
        2001                                                          238,000
        2002                                                          118,000
        Thereafter                                                    203,000
                                                                 ------------

                  Total                                          $  3,485,000
                                                                 ============

      In addition,  certain lease  agreements  require tenant  participation  in
      certain operating  expenses and additional  contingent  rentals based upon
      percentages  of tenant sales in excess of minimum  amounts.  The income is
      recorded in the same period that the related  expense is incurred.  Tenant
      participation in expenses  included in revenues  approximated  $36,000 for
      the years ended  December 31, 1997 and 1996 and $13,400 for the year ended
      December 31,  1995.Contingent  rentals were not  significant for the years
      ended December 31, 1997, 1996 and 1995.

5.    FEDERAL INCOME TAX STATUS

      The general  partners  believe,  based on opinion of legal  counsel,  that
      Nooney Income Fund Ltd.,  L.P. is considered a partnership  for income tax
      purposes.

      Selling  commissions and offering expenses incurred in connection with the
      sale of  limited  partnership  units are not  deductible  for  income  tax
      purposes and therefore increase the partners' bases. Investment properties
      are  depreciated  for income tax  purposes  using rates which  differ from

                                      -25-

<PAGE>



      rates used for computing  depreciation for financial statement  reporting.
      Rents  received in advance are  includable  in taxable  income in the year
      received.  Rent  concessions,  recognized  ratably  over  lease  terms for
      financial statement purposes, are includable in taxable income in the year
      rents are received.  Losses in connection with the writedown of investment
      property are not  recognized for income tax purposes until the property is
      disposed.

      The  comparison  of  financial  statement  and income tax  reporting is as
      follows:

                                                    Financial         Income
                                                    Statement          Tax

        1997:
          Net income (loss)                      $     193,131     $    (59,230)
          Partners' equity                           5,103,333        6,541,529

        1996:
          Net income (loss)                      $     175,285     $   (568,354)
          Partners' equity                           5,226,492        6,917,049

        1995:
          Net income (loss)                      $     187,776     $   (188,391)
          Partners' equity                           5,367,489        7,801,685


                                   * * * * * *

                                      -26-


<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)

<TABLE>
SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1997, 1996 AND 1995
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

The  reconciliation of partners' equity (deficit)  between financial  statements and income tax basis is as follows:

                                                                December 31, 1997                       December 31, 1996
                                                     -------------------------------------  --------------------------------------
                                                       Limited       General                   Limited      General
                                                       Partners      Partners      Total       Partners     Partners      Total

<S>                                                 <C>           <C>         <C>           <C>           <C>         <C>
Balance per statement of partners' equity (deficit) $  5,192,765  $  (89,432) $  5,103,333  $  5,314,386  $  (87,894) $  5,226,492

Add:
  Selling commissions and other offering costs
    not deducted for income tax purposes               1,822,322        --       1,822,322     1,822,322        --       1,822,322

  Prepaid rents included in income for income
    tax purposes                                          (1,087)        (11)       (1,098)       (1,087)        (11)       (1,098)

  Writedown of investment property not recognized
    for income tax purposes                            3,050,874      31,126     3,082,000     3,050,874      31,126     3,082,000
                                                    ------------  ----------  ------------  ------------  ----------  ------------

                                                      10,064,874     (58,317)   10,006,557    10,186,495     (56,779)   10,129,716

Less:
  Excess depreciation deducted for income tax
    purposes                                           3,388,328      34,559     3,422,887     3,123,273      31,854     3,155,127

  Rent concessions not recognized for income
    tax purposes                                          41,719         422        42,141        56,959         581        57,540
                                                    ------------  ----------  ------------  ------------  ----------  ------------

Balance (deficit) per tax return                    $  6,634,827  $  (93,298) $  6,541,529  $  7,006,263  $  (89,214) $  6,917,049
                                                    ============  ==========  ============  ============  ==========  ============



                                                                December 31, 1995
                                                     -------------------------------------
                                                       Limited       General
                                                       Partners      Partners      Total

Balance per statement of partners' equity (deficit) $  5,453,701  $  (86,212) $  5,367,489

Add:
  Selling commissions and other offering costs
    not deducted for income tax purposes               1,822,322        --       1,822,322

  Prepaid rents included in income for income
    tax purposes                                          (1,087)        (11)       (1,098)

  Writedown of investment property not recognized
    for income tax purposes                            3,050,874      31,126     3,082,000
                                                    ------------  ----------  ------------

                                                      10,325,810     (55,097)   10,270,713

Less:
  Excess depreciation deducted for income tax
    purposes                                           2,364,274      24,120     2,388,394

  Rent concessions not recognized for income
    tax purposes                                          79,820         814        80,634
                                                    ------------  ----------  ------------

Balance (deficit) per tax return                    $  7,881,716  $  (80,031) $  7,801,685
                                                    ============  ==========  ============
</TABLE>
                                                           -27-

<PAGE>

NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
<TABLE>

<CAPTION>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------------------------

                   Column A                                            Column B                         Column C
                   --------                                            --------                         --------


                                                                                               Initial Cost to Partnership
                                                                                      --------------------------------------------
                                                                                                      Buildings and
                  Description                                         Encumbrances        Land        Improvements        Total
<S>                                                                   <C>             <C>             <C>             <C>
Oak Grove Commons Office/Warehouse Complex
 Downers Grove, Illinois                                              $  1,197,000    $    936,122    $  4,282,447    $  5,218,569

Leawood Fountain Plaza Office Complex
 (76% undivided interest),
 Leawood, Kansas                                                              --         1,010,147       6,306,050       7,316,197
                                                                      ------------    ------------    ------------    ------------

            Total                                                     $  1,197,000    $  1,946,269    $ 10,588,497    $ 12,534,766
                                                                      ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                       Column D                         Column E
                                                                       --------                         --------

                                                                         Costs                    Gross Amount at Which
                                                                      Capitalized               Carried at Close of Period
                                                                       Subsequent     --------------------------------------------
                                                                           to                         Buildings and
                  Description                                        Acquisition(1)         Land       Improvements        Total
<S>                                                                   <C>             <C>             <C>             <C>
Oak Grove Commons Office/Warehouse Complex
 Downers Grove, Illinois                                              $    (83,723)   $    936,122    $  4,198,724    $  5,134,846

Leawood Fountain Plaza Office Complex
 (76% undivided interest),
 Leawood, Kansas                                                        (2,057,847)      1,010,047       4,248,303       5,258,350
                                                                      ------------    ------------    ------------    ------------

            Total                                                     $ (2,141,570)   $  1,946,169    $  8,447,027    $ 10,393,196
                                                                      ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                        Column F       Column G      Column H        Column I
                                                                      ---------------------------   ---------  ---------------------
                                                                                                                   Life on Which
                                                                                                                    Depreciation
                                                                       Accumulated      Date of        Date      in Latest Income
                                                                       Depreciation   Construction   Acquired  Statement is Computed
<S>                                                                    <C>             <C>           <C>             <C>
Oak Grove Commons Office/Warehouse Comples
 Downers Grove, Illinois                                               $  2,087,500    1972, 1976     1/24/84         30 years

Leawood Fountain Plaza Office Complex
 (76% undivided interest),
 Leawood, Kansas                                                          2,644,341    1982, 1983     2/20/85         30 years
                                                                       ------------

          Total                                                        $  4,731,841
                                                                       ============
<FN>
(1) Amounts shown are net of assets written-off and the following writedowns:

        Oak Grove Commons Office/Warehouse Complex                     $     693,000
        Leawood Fountain Plaza Office Complex                              2,389,000
</FN>


                                                                                                                        (Continued)

                                                                   -28-
</TABLE>

<PAGE>


NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
<TABLE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED NOVEMBER 30, 1997, 1996 AND 1995
-----------------------------------------------------------------------------------------------
<CAPTION>

                                                       1997            1996           1995
<S>                                               <C>             <C>             <C>
(A) Reconciliation of amounts in Column E:

        Balance at beginning of period            $ 10,251,103    $ 10,201,163    $  9,904,782

        Add - Cost of improvements                     231,208         113,980         444,649

        Less - Cost of disposals                       (89,115)        (64,040)       (148,268)
                                                  ------------    ------------    ------------

        Balance at end of period                  $ 10,393,196    $ 10,251,103    $ 10,201,163
                                                  ============    ============    ============

(B) Reconciliation of amounts in Column F:

        Balance at beginning of period            $  4,415,352    $  4,063,922    $  3,772,564

        Add - Provision during the period              405,604         415,470         439,626

        Less - Depreciation on disposals               (89,115)        (64,040)       (148,268)
                                                  ------------    ------------    ------------

        Balance at end of period                  $  4,731,841    $  4,415,352    $  4,063,922
                                                  ============    ============    ============

(C) The aggregate cost of real estate owned for
        federal income tax purposes               $ 13,475,196    $ 13,333,103    $ 13,283,163
                                                  ============    ============    ============


                                                                                      (Concluded)
</TABLE>
                                                 -29-