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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                         Commission file number: 0-25780

                             PRESIDIO CAPITAL CORP.

             (Exact name of registrant as specified in its charter)

      British Virgin Islands                                 N/A
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

c/o Hemisphere Management (Cayman) Limited
Zephyr House, Mary Street, Grand Cayman,
Cayman Islands, British West Indies                           N/A
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (441) 295-9166

Former name, former address and former fiscal year, if changed since last report
                                 N/A

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  and 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    [   ]

As of November 2, 1997,  there were  9,997,255  Common  Shares,  U.S.  $0.01 per
share, par value, outstanding.
<PAGE>



                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION    

Item 1.  Financial Statements

             Consolidated Statements of Net Assets in Liquidation as of
             September 30, 1997 (unaudited) and December 31, 1996 (audited)  

             Unaudited Consolidated Statements of Changes in Net Assets in
             Liquidation for the Three and Nine Month Periods Ended  
             September 30, 1997 and 1996            

             Notes to Consolidated Financial Statements  

Item 2.      Management's Discussion and Analysis of Financial Condition  
             and Liquidation Activities

Part II  - OTHER INFORMATION
 

Item 1.  Legal Proceedings 

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K  


SIGNATURES


<PAGE>
<TABLE>
<CAPTION>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION

                (Expressed in thousands of United States dollars)


                                                        September 30,  December 31,
                                                             1997          1996
                                                          --------      --------
                                                         (unaudited)   (audited)
Assets:
<S>                                                       <C>           <C>
Cash and cash equivalents (including restricted
    cash of $41,924 and $20,527 at September 30,
     1997 and December 31, 1996 ....................      $102,627      $ 78,639
Investments ........................................        23,040        29,993
Contract rights ....................................         1,514        41,083
Notes and other receivables ........................        15,946        22,467
Loans to affiliates ................................        44,682        38,532
Other assets .......................................           701         1,814
                                                          --------      --------

Total assets .......................................      $188,510      $212,528
                                                          ========      ========

Liabilities:

Debt ...............................................      $   --        $    900
Estimated costs of liquidation .....................        14,926        29,434
Estimated tax liability ............................         1,850         5,970
                                                          --------      --------

Total liabilities ..................................        16,776        36,304
                                                          --------      --------

 Net Assets in Liquidation .........................      $171,734      $176,224
                                                          ========      ========


</TABLE>




                 See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

   UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

                (Expressed in thousands of United States dollars)



                                          Three Months Ended            Nine Months Ended
                                          Ended September 30,           Ended September 30,
                                      ------------------------       -------------------------
                                         1997           1996            1997           1996
                                      ---------      ---------       ---------       ---------
<S>                                   <C>            <C>             <C>             <C>
Net Assets in Liquidation,
    Beginning of period ........      $ 166,973      $ 208,987       $ 176,224       $ 385,228

    Dividends declared .........           --          (59,990)        (16,523)       (252,753)

    Accretions of loans to
       Affiliates ..............          2,137          1,970           6,150           4,047

    Increase from revaluation of
       Assets and liabilities ..          1,076          2,341           2,040          13,341

    Interest income ............          1,548          1,099           3,843           4,544
                                      ---------      ---------       ---------       ---------

Net Assets in Liquidation,
    end of period ..............      $ 171,734      $ 154,407       $ 171,734       $ 154,407
                                      =========      =========       =========       =========


</TABLE>

                 See notes to consolidated financial statements
<PAGE>
                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (All amounts in United States Dollars)


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Presidio Capital Corp. ("Presidio" and, collectively with its subsidiaries,  the
"Company") was organized on August 29, 1994, in the British Virgin Islands under
the International  Business  Companies Act (Cap. 291), to purchase,  directly or
through  its  subsidiaries,  substantially  all  of  the  assets  of  Integrated
Resources,  Inc.  ("Integrated") for the purpose of liquidation and distribution
of capital to shareholders.  The Company was formed in accordance with the Sixth
Amended  Plan  of  Reorganization   Submitted  by  the  Official   Committee  of
Subordinated Bondholders and the Steinhardt Group, (the "Plan") confirmed by the
United  States  Bankruptcy  Court  for the  Southern  District  of New York (the
"Bankruptcy  Court")  by order  dated  August 8, 1994.  The Plan was  officially
consummated on November 3, 1994 (the "Consummation Date").

The Plan gave  creditors of  Integrated  the right to receive 88% of  Presidio's
common  shares in lieu of all or part of their cash  distribution  as defined in
the Plan.  The remaining  12% of common  shares was purchased for  approximately
$35.8 million, pursuant to an Asset Purchase Agreement by IR Partners, a general
partnership among Steinhardt  Management  Company Inc.,  ("Steinhardt")  certain
Steinhardt's  affiliates and an affiliate of Charles E. Davidson,  the principal
of Presidio Management Company, LLC ("Presidio  Management") and Chairman of the
Board of the  Company  and Joseph M.  Jacobs,  the Chief  Executive  Officer and
President of the Company.

Reference is made to the notes to the consolidated  financial statements for the
year ended  December 31, 1996,  included in the Company's  Annual Report on Form
10-K  (the  "Form  10-K")  for  information  with  regard  to the  organization,
significant  accounting  policies and disclosures made pursuant to the rules and
regulations of the Securities and Exchange Commission.

The interim financial data is unaudited;  however, in the opinion of management,
the Company's  interim  financial data for the nine month period ended September
30, 1997 includes all adjustments  (consisting of normal recurring  adjustments)
necessary  for fair  presentation  of the results of the interim  period.  These
consolidated  interim  financial  statements and notes thereto should be read in
conjunction with the consolidated financial statements and notes to consolidated
financial statements included in the Form 10-K, and the Forms 10-Q filed for the
periods ended March 31, 1997 and June 30, 1997.

Liquidation Basis

The Company's  financial  statements are prepared under the liquidation basis of
accounting.  The liquidation basis of accounting is appropriate when liquidation
is imminent and the Company is no longer viewed as a going  concern.  Under this
method of accounting, assets are stated at their estimated net realizable values
and  liabilities  are  stated  at  their  anticipated  settlement  amounts.  The
valuations presented in these financial statements are presented in U.S. dollars
under U.S. generally accepted accounting principles.

The  valuation  of  assets  and  liabilities  requires  management  to make many
estimates  and  assumptions.  The actual value of any  liquidating  distribution
depends upon a variety of factors  including,  among  others,  the actual market
prices of any assets  distributed  in kind, the proceeds from the sale of any of
the Company's assets and the actual timing of distributions.
<PAGE>
The  valuations  presented  in the  accompanying  Statements  of Net  Assets  in
Liquidation  represent  management's  current  estimates,  based  on  facts  and
circumstances,  of the  estimated net  realizable  value of assets and estimated
costs of  implementing  the Plan.  The net values  ultimately  realized could be
higher or lower than the amounts recorded.

Recently Issued Accounting Pronouncements

The  Financial  Accounting  Standards  Board has  recently  issued  several  new
accounting  pronouncements  effecting  financial  statements relating to periods
ending after after December 15, 1997. Management of the Company does not believe
that these new standards will have a material  affect on the Company's  reported
net assets in liquidation or changes in net assets in liquidation.

NOTE 2 - INVESTMENTS, NOTES AND OTHER RECEIVABLES

During the quarter ended September 30, 1997, the Company  purchased units in and
provided loans to certain real estate limited partnerships, wherein subsidiaries
of the Company are the General Partners,  for an aggregate cost of approximately
$0.9 million.  Through September 30, 1997, the total investments in and loans to
real estate limited partnerships  aggregated  approximately $5.7 million.  These
investments were intended to be consistent with, and incidental to the Company's
liquidation  strategy,  as these investments are intended to protect and enhance
the values of the respective general partnership positions.

NOTE 3 - CONTRACT RIGHTS

As of December 31, 1996,  there were four Contract Rights  remaining,  which the
Company  estimated had an approximate net realizable value of $41.1 million.  On
March 12, 1997, a  Partnership  exercised  its option and prepaid  approximately
$40.0 million to the Company,  which represented the remaining balance due under
such Contract Right obligation.

NOTE 4 - DIVIDENDS

On March 19, 1997, the Board of Directors of Presidio  declared a dividend which
was paid on April 3, 1997, of approximately  $16.5 million,  or $1.65 per share,
to  all  shareholders  of  record  as of  March  25,  1997.  Presidio  has  made
liquidating  distributions  since  consummation of the Plan of $364.3 million or
$36.38 per share.
<PAGE>
NOTE 5 - REVALUATION OF ASSETS AND LIABILITIES

The increase in Net Assets in Liquidation  resulting from  revaluation of assets
and  liabilities  for the three and nine month periods ended  September 30, 1997
and 1996 is as follows:
<TABLE>
<CAPTION>

                                                                 (000's)
                                            Three Months Ended            Nine Months Ended
                                            Ended September 30,          Ended September 30,
                                           1997          1996           1997           1996
                                         --------      --------       --------       --------
<S>                                      <C>           <C>            <C>            <C>
(Decrease) increase in estimated
     net realizable value of assets      $     86      $    493       $   (991)      $  2,740

Realized gains on liquidation
     and other ....................            90         1,961          1,209          6,720

Return of overpayments and
     bankruptcy settlements .......           900          (113)           900          3,881

Decrease in estimated tax
     Liability ....................          --            --              922           --
                                         --------      --------       --------       --------
                                         $  1,076      $  2,341       $  2,040       $ 13,341
                                         ========      ========       ========       ========
</TABLE>

NOTE 6 - LITIGATION

Mark Erwin, Trustee, et. al. v. Resources High Equity,  Inc.,et. al. On or about
May 11, 1993 the HEP  Partnerships  (the "HEP  Partnerships",  a series of three
public partnerships which invested in unleveraged commercial real estate between
1985-1989),  were advised of the  existence  of an action (the "HEP  Action") in
which a complaint (the "HEP  Complaint") was filed in the Superior Court for the
State of  California  for the County of Los Angeles (the "Court") on behalf of a
purported  class  consisting  of all of the  purchasers  of limited  partnership
interests in the HEP Partnerships.

In January 1996, the parties to the HEP Action agreed upon a revised  settlement
(the "Revised  Settlement").  The principal  features of the Revised  Settlement
were the  surrender  by the  General  Partners  of  certain  fees  that they are
entitled to receive,  the reorganization of the HEP Partnerships into a publicly
traded real estate  investment trust ("REIT"),  and the issuance of stock in the
REIT  to the  limited  partners  (in  exchange  for  their  limited  partnership
interests) and General Partners (in exchange for their existing  interest in the
HEP  Partnerships  and future  income).  The  principal  benefits of the Revised
Settlement  for  the  limited  partners  of  the  HEP   Partnerships   were  (1)
substantially  increased distributions to limited partners, (2) market liquidity
through  a NASDAQ  listed  security,  and (3) the  opportunity  for  growth  and
diversification  that was not permitted under the Partnership  structure.  There
were also other significant tax, corporate  governance and other features of the
Revised  Settlement.  On July 18,  1996,  the Court  preliminarily  approved the
Revised  Settlement and made a preliminary  finding that the Revised  Settlement
was fair,  adequate  and  reasonable  to the class.  In August  1996,  the Court
approved the form and method of notice  regarding the Revised  Settlement  which
was sent to the limited partners.
<PAGE>
Only approximately 2.5% of the limited partners of the HEP Partnerships  elected
to "opt out" of the Revised Settlement.  Despite this,  following the submission
of  additional  materials,  the  Court  entered  an order on  January  14,  1997
rejecting  the  Revised  Settlement  and  concluded  that  there had not been an
adequate  showing that the settlement was fair and reasonable.  Thereafter,  the
plaintiffs  filed a motion  seeking  to have the  Court  reconsider  its  order.
Subsequently,  the  defendants,  including  the  Company  withdrew  the  Revised
Settlement  and at a  hearing  on  February  24,  1997,  the  Court  denied  the
plaintiffs'  motion.  Also, at the February 24, 1997 hearing,  the Court recused
itself from  considering  a motion to intervene  and to file a new  complaint in
intervention by one of the objectors to the Revised Settlement,  and granted the
request of one  plaintiffs'  law firm to withdraw as class counsel and scheduled
future hearings on various matters.

The HEP  Partnerships  and the General  Partners believe that each of the claims
asserted in the  Consolidated  Complaint are meritless and intend to continue to
vigorously defend the HEP Action.

Presidio v. Koll Management Services,  Inc., Liquidity Financial Group, L.P. and
Liquidity Financial  Corporation.  On November 9, 1995, Presidio and the General
Partners  of the HEP  Partnerships,  commenced  an action in the  United  States
Bankruptcy Court for the Southern District of New York,  against Koll Management
Services,  Inc.  ("Koll"),  Liquidity  Financial  Group,  L.P. and the Liquidity
Financial  Corporation  (collectively,  "Liquidity").  The  plaintiffs  sought a
preliminary   and   permanent   injunction   to   prevent   violations   of  the
Confidentiality  and  Standstill  Agreement  (the  "Agreement")  which  had been
entered  into  between  Koll  and   Integrated   in  1994  during   Integrated's
reorganization  proceeding  and damages in an amount to be proven at trial.  The
complaint alleged that Liquidity, which had become an affiliate of Koll and was,
for that reason,  bound by the Agreement,  was violating the Agreement by, among
other things, objecting to a settlement involving the HEP Partnerships which was
an integral part of the Integrated  Plan of  Reorganization,  and that Liquidity
was  otherwise   interfering  with  the  management  and  policies  of  the  HEP
Partnerships.

On November 21, 1995,  after a contested  hearing,  the Bankruptcy Court granted
plaintiffs' motion for a preliminary injunction.  The preliminary injunction has
been  extended  periodically  since its entry.  The  defendants  have denied the
material  allegations  of the  complaint,  and asserted  various  defenses.  The
parties are actively  engaged in  discovery.  On March 7, 1997,  the  defendants
filed a motion  seeking to dissolve  the  preliminary  injunction.  On April 11,
1997, the Bankruptcy Court denied the motion.

NOTE 7 - MANAGEMENT AGREEMENT

On  November  2,  1997,  the  Administrative  Services  Agreement  with  Wexford
Management LLC ("Wexford"),  the administrator for the Company, expired pursuant
to its terms.

Effective   November  3,  1997,   Wexford  and  the  Company   entered  into  an
Administrative  Services  Agreement  (the "ASA")  which  expires on May 3, 1998.
Pursuant  to  the  terms  of  the  ASA,  Wexford  will  provide  consulting  and
administrative  services  to the  Company  for a period of six  months.  The ASA
provides for a fixed fee of $500,000 in addition to the  periodic  reimbursement
of certain operating expenses incurred by Wexford on behalf of the Company.

On  November  3,  1997,  the  Company's  management   agreements  with  Presidio
Management and Steinhardt were terminated.

<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND LIQUIDATION ACTIVITIES

The following section includes a discussion and analysis of financial  condition
and  liquidation  activities of the Company for the three and nine month periods
ended September 30, 1997.

Liquidity and Capital Resources

The  Company's  primary  objectives  are to liquidate its assets in the shortest
time period  possible  while  realizing  the maximum  values for such assets and
reduction of operating costs. Although the Company considers its assumptions and
estimates as to the values and timing of such liquidations to be reasonable, the
period of time to  liquidate  the assets and  distribute  the  proceeds  of such
assets  is  subject  to   significant   business,   economic   and   competitive
uncertainties and contingencies, many of which are beyond the Company's control.

Cash  available for  distributions,  defined as cash and cash  equivalents  less
restricted cash,  decreased by approximately  $3.2 million for the quarter ended
September 30, 1997.

Restricted  cash at September  30, 1997 was  approximately  $41.9 million and is
primarily  comprised  of (i)  $20  million  held  at one of  Presidio's  foreign
subsidiaries,  in order to satisfy  certain net worth  requirements  pursuant to
Indemnification  Agreements  (the  "Indemnification  Agreements")  with  certain
former  officers and directors of Integrated  and its  subsidiaries  ("Qualified
Indemnity")  until  November  3,  1997,  and  thereafter  $5  million  until the
termination of the  Indemnification  Agreements,  and (ii)  approximately  $20.6
million held in escrow accounts as security for the  Indemnification  Agreements
and for Presidio's Class A Directors (see A) and B) below).

A)       Under  the  Indemnification  Agreements,  the  Qualified  Indemnity  is
         collateralized  by cash held in an escrow account and all the stock and
         partnership  interests  in the  Company's  non-U.S.  subsidiaries.  All
         distributions made by the Company are limited by a requirement that the
         Company have certain minimum net assets after distribution to discharge
         any pending and expected Qualified Indemnity  obligations.  The balance
         in the  Qualified  Indemnity  escrow  account at September 30, 1997 was
         $11.5 million.

         Presidio's  ability  to  make  distributions  to  stockholders  remains
         limited in accordance with the terms of the indemnification obligations
         of the former officers and directors of Integrated and its subsidiaries
         under  the  Indemnification  Agreements.  Presidio  has  no  basis  for
         believing  that  any  of  those  indemnification  obligations  will  be
         material and, to date, no claim for such indemnification has been made.
         However,  pursuant  to the  terms  of the  Indemnification  Agreements,
         Presidio  is required to notify  beneficiaries  thereunder  of proposed
         dividends and certain other proposed  transfers of cash made by certain
         subsidiaries   of  Presidio  to  Presidio,   and  by  Presidio  to  its
         shareholders,  and to retain the value of certain collateral granted as
         security  for  such  indemnification  obligations.   Presidio  provided
         notices to the beneficiaries of the Indemnification Agreements prior to
         distribution  of all dividends paid and declared during the nine months
         ended September 30, 1997.
<PAGE>
B)       The Plan also provided for  indemnification of the Class A Directors of
         Presidio.  The  indemnification  amounts  are secured by a deposit in a
         trust  established  for  the  purpose  of  providing  security  for the
         Company's indemnity  obligations to the Class A Directors (the "Trust")
         made on the Consummation  Date. On the Consummation  Date Presidio made
         an initial deposit into the Trust in the amount of $1 million. Presidio
         is also required to make quarterly deposits equal to the greater of (i)
         $750,000,  or (ii) 1% of any amounts  distributed  to  shareholders  of
         Presidio,  until total  deposits  into the Trust total $10 million.  In
         accordance  therewith,  Presidio  deposited  $2,250,000 during the nine
         months ended  September  30, 1997 bringing its total  contributions  to
         $8.5 million.  The amounts placed in the Trust may be released upon the
         dissolution  and  liquidation of the Company if certain  conditions are
         satisfied.  The balance in the Trust at  September  30, 1997  including
         accrued interest was $9.1 million.

Presidio  believes  that cash on hand,  revenues  generated  from  interests  in
businesses  that  continue  to operate  and  proceeds  from the  disposition  of
businesses  and  other  assets  will be  sufficient  to  support  the  Company's
operations and meet its obligations.
<PAGE>
Liquidation Activities

The Company's cash and cash equivalents  decreased by $2.7 million for the three
month period ended  September  30, 1997 and  increased by $24.0  million for the
nine month period ended  September  30, 1997, as compared to a decrease of $19.1
and $38.1  million for the same periods of the prior year.  Excess cash was made
available for  distribution to shareholders on March 19, 1997, when the Board of
Directors of Presidio  declared a dividend  which was paid on April 3, 1997,  of
approximately  $16.5 million,  or $1.65 per share, to all shareholders of record
as of  March  25,  1997.  Presidio  has  made  liquidating  distributions  since
consummation of the Plan of $364.3 million or $36.38 per share.

The components of the change in cash and cash equivalents, are as follows:
<TABLE>
<CAPTION>
                                                                                       (Millions)
                                                                                      (unaudited)
                                                                   Three Months Ended            Nine Months Ended
                                                                     September 30,                 September 30,
                                                                   1997          1996          1997           1996
                                                                   ----          ----          ----           ----
<S>                                                            <C>            <C>            <C>            <C>
Cash Inflows
Contract rights securitization proceeds, net                   $    --        $     --       $     --       $  205.1
Other liquidating activities                                       0.3            14.5           43.5           28.0
Operating cash inflows                                             3.5             9.4           14.4           29.5
Interest income                                                    1.5             1.1            3.8            4.5
                                                               -------        --------       --------       --------
     Total Cash Inflows                                            5.3            25.0           61.7          267.1
                                                               -------        --------       --------       --------

Cash Outflows
Dividends paid                                                      --            35.0           16.5          237.8
Loans to affiliates                                                 --              --             --           31.5
Legal and other - contract rights                                   --             0.2            2.3           16.3

Legal, accounting and consulting fees                              2.4             1.9            5.7            5.2
General and administrative                                         3.5             1.3            7.8            7.0
Bankruptcy claims paid                                             0.1             2.5            1.0            3.0
Investments and loans to affiliated real
  estate partnerships                                              0.9             2.6            2.1            2.6
Management fees                                                    1.1             0.6            2.3            1.8
                                                               -------        --------       --------       --------
     Total Cash Outflows                                           8.0            44.1           37.7          305.2
                                                               -------        --------       --------       --------
(Decrease) increase in cash and cash equivalents                  (2.7)          (19.1)          24.0          (38.1)
Cash and cash equivalents, beginning of period                   105.3           101.6           78.6          120.6
                                                               -------        --------       --------       --------
Cash and cash equivalents, end of period                       $ 102.6        $   82.5       $  102.6       $   82.5
                                                               =======        ========       ========       ========


</TABLE>
<PAGE>
Current Operations

Operating  cash  inflows  from  period to period are not  comparable  due to the
timing of liquidation activities, and the size of the remaining portfolio.

During the quarter ended September 30, 1997, the Company  purchased units in and
provided loans to certain real estate limited partnerships, wherein subsidiaries
of the Company are the General Partners,  for an aggregate cost of approximately
$0.9 million.  Through September 30, 1997, the total investments in and loans to
real estate limited partnerships  aggregated  approximately $5.7 million.  These
investments were intended to be consistent with, and incidental to the Company's
liquidation  strategy,  as these investments are intended to protect and enhance
the values of the respective general partnership positions.
<PAGE>

                     PRESIDIO CAPITAL CORP. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

The  following  information  should be read in  conjunction  with Item 3. "Legal
Proceedings" of the Company's December 31, 1996 Form 10-K.

Mark Erwin,  Trustee,  et al v.  Resources  High Equity,  Inc.,  et al (the "HEP
Action")

Presidio v. Koll Management Services,  Inc., Liquidity Financial Group, L.P. and
Liquidity Financial Corporation.

Reference is made to Note 6 of the Consolidated  Financial Statements in Part I,
Item 1, Financial Statements.

Item 5. Other Information

Recent Developments

During July 1997 pursuant to a series of transactions,  Presidio Holding Company
LLC ("PHC") acquired beneficial  ownership of approximately 55% of the Company's
outstanding Common Shares.

On September  12, 1997,  Martin L.  Edelman,  Dean J.  Takahashi and Paul Walker
(together,  the  "Resigning  Directors")  resigned as Class A  Directors  of the
Company.  In connection with their  resignation,  such directors entered into an
Agreement (the  "Agreement")  dated as of September 12, 1997, with PHC. Pursuant
to the Agreement,  the Resigning  Directors  appointed Edward W. Scheetz,  David
Hamamoto  and  David  King,  each of whom  is  affiliated  with  PHC,  as  their
successors in accordance  with the Articles of Association  of the Company.  The
Agreement  also provides that PHC will take all necessary  action to appoint two
additional  directors upon satisfaction of all requirements with respect thereto
under applicable law and the Memorandum and Articles of Association.

Subsequent to the July 1997 transfer of the Common  Shares,  IR Partners,  a New
York general partnership,  contributed its entire interest in the Company to IRP
II ("IRP II"),  an affiliate of IR Partners.  On August 28, 1997,  PHC purchased
the  entire  interest  of this  affiliate  for $30  million  under the terms and
conditions  of the IRP  Purchase  Agreement  dated as of August 28,  1997 by and
between PHC and IR Partners.  After giving effect of such  purchase,  PHC is the
owner of approximately 67.6% of the outstanding Common Shares of the Company. In
connection  with the sale,  Charles E. Davidson and Joseph M. Jacobs resigned as
directors of the Company.


In September  1997 PHC, as the  majority  shareholder  of the Company  appointed
Gregory Peck and Kevin Reardon as directors of the Company.  In October 1997 Mr.
Peck resigned as director of the Company and appointed Richard J. Sabella as his
successor.
<PAGE>
In connection with the foregoing  purchase of the IRP II interest,  PHC acquired
the limited  partner  interests  in T-Two  General,  L.P.  and agreed to acquire
Roundhill  Associates  Limited  Partnership  and  Roundhill  Associates  Limited
Partnership  II  (collectively,  the  "T-2  Organizers"),  the  owners  of T-Two
Holding,  LLC ("T-2").  PHC also entered  into a management  agreement  with the
general partner of T-Two General, L.P., and the existing administrative services
agreement among Wexford Management LLC, T-Two Partners, L.P. and T-Two Corp. was
terminated.

On  November  2,  1997,  the  Administrative  Services  Agreement  with  Wexford
Management LLC ("Wexford"),  the administrator for the Company, expired pursuant
to its terms.  Effective  November 3, 1997, Wexford and the Company entered into
an Administrative  Services  Agreement (the "ASA") which expires on May 3, 1998.
Pursuant  to  the  terms  of  the  ASA,  Wexford  will  provide  consulting  and
administrative  services  to the  Company  for a period of six  months.  The ASA
provides for a fixed fee of $500,000 in addition to the  periodic  reimbursement
of certain operating expenses incurred by Wexford on behalf of the Company.

Effective November 3, 1997, officers and employees of Wexford that had served as
officers  and/or  directors of any direct or indirect  subsidiary of the Company
tendered their resignation.  On the same date, the Board of Directors  appointed
new persons to serve as officers of the Company.


Item 6.  Exhibits and Reports on Form 8-K

         (a)    Not applicable

         (b)    Current reports on Form 8-K dated:  July 18, 1997(Items 1, 5 and
                7), July 25, 1997(Items 1 and 7), September 12, 1997(Items 5 and
                7) and September 25, 1997(Items 5 and 7).

                                   SIGNATURES

         Pursuant to the  requirements  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.


                                           PRESIDIO CAPITAL CORP. (Registrant)

                                           By:    /s/  Richard Sabella
                                                  --------------------
                                                  Richard Sabella
                                                  President

                                           By:    /s/ Kevin Reardon
                                                  -----------------
                                                  Kevin Reardon
                                                  Vice President , Treasurer,
                                                  and Secretary
                                                  (Chief Accounting Officer)
Date: November 18, 1997