SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549
                                      FORM 10-K

                    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 1997 Commission file number  0-8952
                               -----------------                        -------

                                     SB Partners
     --------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
     New York                                                        13-6294787
     --------------------------------------------------------------------------
     (State of other jurisdiction of       (I.R.S. Employer Identification No.)
     Incorporation or organization)

     666 Fifth Avenue, N.Y., N.Y.                                         10103
     --------------------------------------------------------------------------
     (Address of Principal Executive Offices)                          Zip Code

                                   (212) 408-2900
     --------------------------------------------------------------------------
                 Registrant's telephone number, including area code

             Securities registered pursuant to Section 12(b) of the Act:

     TITLE OF EACH CLASS              NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -------------------              -----------------------------------------
           NONE
     -------------------              -----------------------------------------

     -------------------              -----------------------------------------

         Securities registered pursuant to Section 12(g) of the Act:

                       Units of Limited Partnership Interests
     -------------------------------------------------------------------------
                                  (Title of Class)

       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 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
                                                                     ---   ---
     STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES
        OF THE REGISTRANT.  (THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY
     REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND
     ASKED PRICES OF SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO
                                THE DATE OF FILING.)
                                   Not Applicable
                                   --------------

        INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
       CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE (APPLICABLE
                           ONLY TO CORPORATE REGISTRANTS).
                                   Not Applicable
                                   --------------

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
      405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
      TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
      STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
                          AMENDMENT TO THIS FORM 10-K (x).

        DOCUMENTS INCORPORATED BY REFERENCE: LIST THE FOLLOWING DOCUMENTS IF
       INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE
      DOCUMENT IS INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS; (2)
      ANY PROXY OR INFORMATION STATEMENT; AND (3) ANY PROSPECTUS FILED PURSUANT
         TO RULE 424(b) OR (c) UNDER THE SECURITIES ACT OF 1933. (THE LISTED
         DOCUMENTS SHOULD BE CLEARLY DESCRIBED FOR IDENTIFICATION PURPOSES.)

                                        None
                                        ----

                                    Page 1 of 45


     <PAGE>2
                                       PART I
                                       ------
     ITEM 1.  BUSINESS
              --------
     Description of SB Partners (the "Registrant")
     ---------------------------------------------

     The Registrant is an existing New York limited partnership, which has been
     engaged in acquiring, operating and holding for investment a varying
     portfolio of real properties since April, 1971.  The Registrant's initial
     public offering was in 1971.  As of December 31, 1997, the Registrant
     owned an office center in Cherry Hill, New Jersey; apartment projects in
     Holiday, Florida, Reno, Nevada and Atlanta, Georgia; and 13.9 acres of
     land adjacent to the apartment project in Holiday, Florida.

     The principal objectives of the Registrant are, first, to obtain capital
     appreciation through equity investments in real estate; second, to
     generate cash available for distribution, a portion of which may not be
     currently taxable; and third, to the extent still permitted under the
     Internal Revenue Code of 1986, as amended, to generate tax losses which
     may offset the Limited Partners' income from the Registrant and certain
     other sources. In recent years, the ability of the Registrant to meet
     these objectives has been impacted negatively by factors discussed
     elsewhere in this annual report on Form 10-K, as well as other factors.

     The Registrant incurred losses before extraordinary gain during each of
     the five years prior to 1997, as compared to net income of $400,000 for
     the current year.  The accumulated tax losses and accumulated financial
     statement losses before gain on sale of investments in real estate as of
     December 31, 1997 were $161,814,019 and $112,021,287, respectively.  The
     accumulated tax gains and the accumulated financial statement gains on
     sale of investments in real estate as of December 31, 1997, were
     $146,391,819 and $105,781,575, respectively.  Aggregate cash
     distributions made to partners as of December 31, 1997 were $97,752,882.
     Refer to the Registrant's 1997 Annual Audited Consolidated Financial
     Statements, which are contained in this annual report on Form 10-K,
     Note 7 of Notes to Consolidated Financial Statements, for a
     reconciliation of net income (loss) for financial reporting purposes
     to net income (loss) for Federal income tax reporting purposes for
     each of the three years in the period ended December 31, 1997.


     <PAGE>3
     Recent Developments and Real Estate Investment Factors
     ------------------------------------------------------

     In the last few years, many markets and real estate asset classes have
     experienced significant improvement over conditions that existed in the
     late 1980's and early 1990's.  During the early part of this decade, most
     asset classes suffered greatly from significant overbuilding in many
     markets, changes in government regulations with respect to lending
     practices, changes in federal income tax regulations, a lack of buyers of
     real estate, and a lack of equity and debt capital.  This lack of
     available capital had serious negative consequences for owners who
     required funds to refinance capital structures created in the 1980's, to
     properly maintain and improve properties for tenant occupancy, or to cover
     shortfalls where real estate operating, financing and capital costs
     exceeded rental revenue generated.  In addition, real estate development
     and construction activity declined dramatically as a result of the
     overbuilding that was prevalent in many markets.

     The recent resurgence of many real estate asset classes has been partly
     due to the availability of new sources of debt and equity capital combined
     with the return of more traditional sources; improvement in the national
     and many local economies; and a significant decrease in interest rates
     available to potential borrowers, among other factors.  Growth of new
     public market financing vehicles such as real estate investment trusts
     (REITs), commercial mortgage backed securities (CMBS), along with private
     "opportunity funds", as well as the return of traditional lending sources
     such as banks and life insurance companies, have significantly increased
     the amount of capital available to real estate investors and developers.
     This increased availability of capital has allowed the Registrant to
     refinance the mortgage notes on certain of its properties.

     Renewed strength in the national and many local economies has increased
     the demand for space in all asset classes.  In some markets, recent
     increases in prices for many real estate asset classes have been due, in
     part, to the limited availability of investment opportunities.  As a
     result, significant real estate development and construction is underway
     again in many markets.  In some markets, the increase in the supply of
     space has not been sufficient to satisfy demand, and rents paid by new and
     renewing tenants, as well as occupancies, have increased.  However, in
     other markets, supply has been greater than demand and rents and
     occupancies have decreased of late, including some markets where the
     Registrant owns properties.

     Due to the tendency of real estate to be relatively non-liquid, the
     ability of the Registrant and other owners of real estate to vary their
     portfolios in response to changing general and local economic, financial
     and investment conditions has been limited in the past and may be limited
     in the future.  (Refer also to Item 7. - Management's Discussion and
     Analysis of Financial Condition and Results of Operations.)


     <PAGE>4
     General Real Estate Risks
     -------------------------
     This report on Form 10-K includes statements that constitute "forward
     looking statements" within the meaning of Section 27(A) of the Securities
     Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934 and
     that are intended to come within the safe harbor protection provided by
     those sections.  By their nature, all forward looking statements involve
     risks and uncertainties.  Actual results may differ materially from those
     contemplated by the forward looking statements for a number of reasons,
     including, but not limited to, those risks described below:

     General
     -------
     The Registrant's investments generally consist of investments in real
     property and as such will be subject to varying degrees of risk generally
     incident to the ownership of real estate assets.  The underlying value of
     the Registrant's real estate investments and the Registrant's financial
     condition will be dependent upon its ability to operate its properties in
     a manner sufficient to maintain or increase revenues and to generate
     sufficient income in excess of operating expenses.  Income from the
     properties may be adversely affected by changes in national and local
     economic conditions such as oversupply of apartment units or a reduction
     in demand for apartment units in the Registrant's markets, the
     attractiveness of the properties to tenants, changes in interest rates and
     in the availability, cost and terms of mortgage financings, the ongoing
     need for capital improvements, particularly in older structures, changes
     in real estate tax rates or operating expenses, adverse changes in
     governmental rules and fiscal policies, adverse changes in zoning laws,
     civil unrest, acts of God, including natural disasters (which may result
     in uninsured losses), and other factors which are beyond the control of
     the Registrant.  If the Registrant were unable to promptly renew or relet
     the leases of a significant number of tenants, or, if the rental rates
     upon such renewal or reletting were significantly lower than expected
     rates, the Registrant's results of operations, financial condition  and
     ability to make distributions to Unitholders may be adversely affected.

     Risks of Liability and Loss
     ---------------------------
     The development and ownership of real estate may result in liability to
     third parties, due to conditions existing on a property which result in
     injury.  Such liability may be uninsurable in some circumstances or may
     exceed the limits of insurance maintained at typical amounts for the type
     and condition of such property.  In addition, real estate may suffer a
     loss in value due to casualties such as fire or hurricane.  Such loss may
     be uninsurable in some circumstances or may exceed the limits of insurance
     maintained at typical amounts for the type and condition of the property.
     Real estate may also be taken,  in whole or in part, by public authorities
     for public purposes in eminent domain proceedings.  Awards resulting from
     such proceedings may not adequately compensate the Registrant for the
     value lost.


     <PAGE>5
     Value and Non-liquidity of Real Estate
     --------------------------------------
     Real estate investments are relatively non-liquid.  The Registrant's
     ability to vary its portfolio in response to changes in economic and other
     conditions will therefore be limited.  If the Registrant must sell an
     investment, there can be no assurance that it will be able to dispose of
     the investment in the time period it desires or that the sales price of
     the investment will recoup or exceed the amount of the Registrant's cost
     for the investment.

     Potential Adverse Effect on Results of Operations Due to Operating Risks
     -------------------------------------------------------------------------
     The Registrant's properties are subject to operating risks common to real
     estate in general, any and all of which may adversely affect occupancy or
     rental rates.  The Registrant's properties are subject to increases in
     operating expenses such as cleaning, electricity, heating, ventilation and
     air conditioning and maintenance; insurance and administrative costs; and
     other general costs associated with security, landscaping, repairs and
     maintenance.  The Registrant's tenants in its commercial properties
     generally are obligated to pay these escalating costs, although there can
     be no assurance that tenants will agree to pay such costs upon renewal or
     that new tenants will agree to pay such costs.  In the case of apartment
     communities, the Registrant must bear such increased expenses.  If
     operating expenses increase, the local rental market may limit the extent
     to which rents may be increased to meet such increased expenses without
     decreasing occupancy rates. While the Registrant implements cost-saving
     incentive measures at each of its properties, if any of the foregoing
     occurs, the Registrant's results of operations, financial condition and
     its ability to pay distributions to Unitholders could be adversely
     affected.

     Debt Servicing and Financing
     ----------------------------
     If the Registrant does not have funds sufficient to repay its indebtedness
     at maturity, the Registrant may need to refinance indebtedness through
     additional debt financing or equity offerings.  If the Registrant is
     unable to refinance this indebtedness on acceptable terms, the Registrant
     may be forced to dispose of properties upon disadvantageous terms, which
     could result in losses to the Registrant and adversely affect the amount
     of cash available for distribution to Unitholders.  If prevailing interest
     rates or general economic conditions result in higher interest rates at a
     time when the Registrant must refinance its indebtedness, the Registrant's
     interest expense would increase, which would adversely affect the
     Registrant's results of operations, financial condition and its ability to
     pay expected distributions to Unitholders.  Further, if any of the
     Registrant's properties are mortgaged to secure payment of indebtedness
     and the Registrant is unable to meet mortgage payments, the mortgagee
     could foreclose or otherwise transfer the property, with a consequent loss
     of income and asset value to the Registrant.


     <PAGE>6
     Increase in Market Interest Rates on Variable Interest Rates
     ------------------------------------------------------------
     The Registrant has one loan that bears interest at a variable rate.  The
     Registrant may incur additional variable rate indebtedness in the future.
     Accordingly, increases in interest rates could increase the Registrant's
     interest expense, which could adversely affect the Registrant's results of
     operations and financial condition.

     Environmental Issues
     --------------------
     Under various Federal, state and local environmental laws, ordinances and
     regulations, an owner or operator of real estate may be liable for the
     costs of removal or remediation of certain hazardous or toxic substances
     on such property.  These laws often impose environmental liability without
     regard to whether the owner or operator knew of, or was responsible for,
     the presence of such hazardous or toxic substances.  The presence of such
     substances, or the failure to properly remediate such substances, may
     adversely affect the owner's or operator's ability to sell or rent the
     property or to borrow using the property as collateral.  Persons who
     arrange for the disposal or treatment of hazardous or toxic substances may
     also be liable for the costs of removal or remediation of such substances
     at a disposal or treatment facility, whether or not such facility is owned
     or operated by such person.  Certain third parties may seek recovery from
     owners or operators of such properties or persons who arranged for the
     disposal or treatment of hazardous or toxic substances and, therefore, are
     potentially liable for removal or remediation costs, as well as certain
     other related costs, including governmental fines and injuries to persons
     and property.

     Competition
     -----------
     The Registrant competes for tenants with many other real estate owners.
     The success of the Registrant in attracting tenants for its properties
     will depend upon its ability to maintain its properties and their
     attractiveness to tenants, neighborhood conditions, and changing
     demographic trends, et cetera.  All of the Registrant's properties are
     located in developed areas that include other, similar properties.  The
     number of competitive properties in a particular area could have a
     material effect on the Registrant's ability to lease space at its
     properties and on the rents charged at such properties.  In addition,
     other forms of housing, including manufactured housing community
     properties and single-family housing provide alternatives to potential
     residents of multifamily residential properties.  Furthermore, the
     inability of existing tenants to meet their obligations under the terms of
     their leases, may in turn adversely affect the performance and financial
     condition of the Registrant.


     <PAGE>7
     Tax Matters
     -----------

     In August 1993, Congress passed and President Clinton signed into law the
     Omnibus Budget Reconciliation Act of 1993 (the "Act").  The Act includes
     several provisions designed to help revive the real estate industry,
     including relaxed rules for pension fund investments in real estate,
     passive-loss relief for developers, extension of the low-income housing
     credit, and an easing of the rules on recognizing cancellation of certain
     real estate debt.  On the negative side, the Act extended the recovery
     period by 7.5 years (from 31.5 to 39) for nonresidential real estate
     purchased subsequent to the effective date of the Act.

     The Act relaxes the "per se" passive characterization of certain rental
     real estate operations.  For tax years beginning after 1993, eligible
     taxpayers, who materially participate in rental real estate activities,
     are able to deduct losses from rental activities against other income.
     For all other nonmaterial participating taxpayers, the provisions enacted
     as part of the Tax Reform Act of 1986 and the Technical and Miscellaneous
     Revenue Act of 1988 (as discussed below) continue to apply.  The Act also
     provides some relief by allowing taxpayers, other than corporations, to
     elect to exclude from income some cancellation of "qualified real property
     business indebtedness", effective for certain discharges after December
     31, 1992.  The amount of the exclusion is limited to the basis of the
     taxpayer's business real property or the excess of the principal amount of
     the debt over the fair market value of business real property that secures
     the debt, whichever is less.  The basis of the taxpayer's business real
     property must be reduced by the amount of excluded income.  The provision
     does not apply to foreclosures or "deeds in lieu" with respect to
     nonrecourse debt.


     <PAGE>8
     Tax Reform Act of 1986 and the Technical
      and Miscellaneous Revenue Act of 1988
     ----------------------------------------

     On October 22, 1986, the Tax Reform Act of 1986 (the "1986 Act") was
     signed into law.  The Technical and Miscellaneous Revenue Act of 1988
     ("TAMRA 88") was enacted on November 10, 1988.  Generally the principal
     provisions of the 1986 Act and TAMRA 88 impacting the Registrant and its
     Limited Partners are:

          -Passive activity loss limitations have limited the ability of the
          partners to offset their allocated share of taxable passive losses
          (essentially losses from rental real estate operations) of the
          Registrant against other earned or portfolio income.

          -The limitation of losses to amounts that partners have "at risk" was
          extended to passive real estate investments.  The amount a partner
          has "at risk" generally includes their proportionate share of
          qualified non-recourse financing, and is also subject to other
          limitations.

          -The 1986 Act limits the deduction of investment interest expense, as
          defined, to the amount of net investment income generated for the
          year, as defined, with an unlimited carryover for excess expense.

     The effect of these and other changes in income tax laws will vary
     depending upon each partner's individual tax situation.  The Registrant
     believes that its characterization of, and allocation of, passive and
     portfolio income and losses from its operations are in compliance with
     existing regulations, but it can provide no assurances that the Internal
     Revenue Service ("IRS") will not challenge such treatment and allocations
     in the event of an audit.

     Recent Legislation
     ------------------
     The Taxpayer Relief Act of 1997 contains significant changes to the
     taxation of capital gains of individuals, trusts and estates.  For gains
     realized after July 28, 1997, and subject to certain exceptions, the
     maximum rate of tax on net capital gains of individuals, trusts and
     estates from the sale or exchange of capital assets held for more than 18
     months has been reduced to 20%, and the maximum rate is reduced to 18% for
     assets acquired after December 31, 2000 and held for more than five years.
     However, the maximum rate for long-term capital gains attributable to the
     sale of depreciable real property held for more than 18 months is 25% to
     the extent of the deductions for depreciation with respect to such
     property.  Therefore, that portion of capital gain that is attributable to
     depreciation previously allocated to the Unitholders will be subject to
     the 25% rate.  The maximum rate of capital gains tax for capital assets
     held for more than one year (but not more than 18 months) remains at 28%.
     The taxation of capital gains of corporations was not changed by the
     Taxpayer Relief Act.

     Unitholders are urged to consult their own tax advisors with respect to
     the tax consequences arising under the federal law and the laws of any
     state, municipality or other taxing jurisdiction, including tax
     consequences arising from such Unitholder's own tax characteristics.


     <PAGE>9
     Other Tax Matters
     -----------------

     The Revenue Act of 1987 retroactively changed the treatment of income and
     loss of publicly-traded partnerships ("PTP") to characterize a partner's
     share of income as portfolio instead of passive, and limits the current
     deductibility of losses.

     The term PTP refers to any partnership whose interests are traded on an
     established securities market or are readily tradable on a secondary
     market (or the substantial equivalent thereof).  The Registrant believes
     that it is not a PTP pursuant to such definition and therefore its holders
     will not be subject to the Revenue Act of 1987 provisions.  However, due
     to the complexities of the regulations, no assurance can be provided that
     the IRS may not challenge the treatment of income and losses in the event
     of an audit.

     In 1989, the Registrant made an election under IRC Section 754 which
     provides for an adjustment of the adjusted tax basis of depreciable
     property which may result in additional depreciation deductions to
     purchasing partners and those partners who inherit their interests in the
     Registrant.  These adjustments, however, are subject to the passive loss
     rules discussed above and may or may not provide current benefit to a
     particular partner.  The Registrant will be bound by the Section 754
     election for all subsequent years.

     General
     -------

     Efforts required in complying with Federal, state and local environmental
     regulations may have and may continue to have an adverse effect on the
     Registrant's operations in the future, although such costs have not
     historically been significant in amount.

     There are approximately 36 full and part-time on-site project personnel
     employed at the Registrant's properties.

     The Registrant's real estate investments are not generally subject to
     seasonal fluctuations, although net income (loss) may vary somewhat from
     quarter to quarter based upon changes in utility consumption and seasonal
     maintenance expenditures at each property.

     The Registrant considers itself to be engaged in only one industry
     segment, real estate investment, and therefore information regarding
     industry segments is not applicable and has not been provided.


     <PAGE>10
     ITEM 2.PROPERTIES
            ----------

     The properties owned by the Registrant as of December 31, 1997 are set
     forth on the Summary of Properties schedule on the page immediately
     following.

     ITEM 3.LEGAL PROCEEDINGS
            -----------------

     The Registrant is a party to certain actions directly arising from its
     normal business operations.  While the ultimate outcome is not presently
     determinable with certainty, the Registrant believes that the resolution
     of these matters will not have a material effect on its financial position
     or results of operations.

     On November 6, 1997, Hugh Spencer, a limited partner who holds two units
     in the Registrant, filed a purported class action complaint, on behalf of
     himself and other persons similarly situated, against the Registrant and
     its general partner and other affiliates in the Supreme Court of the State
     of New York, County of New York, entitled Spencer v. SB Partners et. al.,
     Index No. 120673/97.  The complaint alleges, inter alia, that the business
     of the Registrant can only be carried on at a loss, and that the general
     partner breached the partnership agreement and its fiduciary duties, and
     seeks a court decree of dissolution of the partnership pursuant to
     Sections 63 and 99 of the New York Partnership Law, an accounting from the
     general partner, the appointment of a receiver to wind up the Registrant's
     affairs and an award of costs and attorneys' fees to the plaintiff and the
     putative class.  The Registrant believes that it has meritorious defenses
     to the action and that the final outcome will not have a material adverse
     effect on its financial position or results of operations.

     ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF UNITHOLDERS
            ----------------------------------------------
     NONE.


     <PAGE>11
     <TABLE>
                                                        SB PARTNERS
                                                   Summary of Properties
                                                  As of December 31, 1997
     <CAPTION>
                                                          Description       Acquisition  Percent              Mortgage
            Property                Location         Sq. Ft.   Units  Acres     Date    Ownership  Occupancy   Payable
     <S>                           <C>              <C>         <C>    <C>     <S>        <C>       <C>       <C>
     Apartments:

     Holiday Park Apts.            Holiday, FL         220,000    244   21.5   Jan 1991    100%     98.8%     $ 3,517,983
     Riverbend Apts. (1)(2)        Atlanta, GA         557,000    594   49.8   Dec 1997    100%     88.9%       4,000,000
     Meadowwood Apts.              Reno, NV            529,000    704   30.0   May 1983    100%     84.8%      21,223,992
                                                     ---------  -----  -----
                                                     1,306,000  1,542  101.3
     Office:                                         =========  =====  =====

     Cherry Hill Office Center(2)  Cherry Hill, NJ     138,000   n/a     3.4   Sep 1993    100%     79.0%          -

     Land:

     Unimproved land (3)           Holiday, FL           n/a     n/a    13.9   Jul 1978    100%      n/a           -

     Additional information regarding properties owned by the Registrant:
     <CAPTION>
                                                    1997       1996       1995       1994       1993
                                                    ----       ----       ----       ----       ----
     <S>                                           <C>        <C>        <C>        <C>        <C>
     Average Occupancy
     -----------------
     Holiday Park Apts.                              93.2%      91.0%      91.6%      93.5%      92.9%
     Riverbend Apts.                                 87.4%      88.8%      92.6%      86.1%      80.3%
     Meadowwood Apts.                                88.8%      94.9%      96.9%      96.3%      96.3%
     Cherry Hill Office Center                       79.0%      82.0%      75.0%      81.0%      81.0%


     Effective Annual Rent
     --------------------
     Holiday Park Apts.(a)                         $4,604     $4,335     $4,238     $4,237     $4,094
     Riverbend Apts.(a)                            $6,236     $6,413     $6,116     $5,168     $4,557
     Meadowwood Apts.(a)                           $5,987     $6,372     $6,140     $5,914     $5,604
     Cherry Hill Office Center(b)                  $13.71     $13.28     $13.45     $14.27     $14.27

     (a) Per unit
     (b) Per square foot

     <FN>
      (1) The Registrant purchased the 40% interest formerly held by its co-venturer on December 15, 1997, becoming the sole owner
     of the property.  Refer also to the Registrant's 1997 Annual Audited Consolidated Financial Statements.
      (2) These properties are included in "real estate assets held for sale" in the 1997 Annual Audited Consolidated Financial
     Statements.
      (3) Land is adjacent to Holiday Park Apartments.
     </FN>
     </TABLE>


     <PAGE>12                          PART II
                                       -------

     ITEM 5.MARKET FOR REGISTRANT'S UNITS OF PARTNERSHIP
              INTEREST AND RELATED UNITHOLDER MATTERS
            --------------------------------------------

     The transfer of Units or Participations (equivalent to one-half Unit) is
     subject to certain limitations, including the consent of the General
     Partner.  There is no public market for the Units and it is not
     anticipated that any such public market will develop.  The number of
     Unitholders as of December 31, 1997 was 3,844.

     At various times the Registrant has generated and distributed cash to the
     Unitholders totalling $97,752,882, however, there is no requirement to
     make such distributions nor can there be any assurance that future
     operations will generate cash available for distribution.  Although the
     Registrant has not paid distributions since 1990, the improving real
     estate markets and repositioning of the Registrant's portfolio may allow
     it to recommence paying distributions.


     ITEM 6.SELECTED FINANCIAL DATA
            -----------------------

     Selected Financial Data is set forth on the table on the following page.
     This information should be read in conjunction with the Consolidated
     Financial Statements and Notes thereto, and Management's Discussion and
     Analysis of Financial Condition and Results of Operations, included
     elsewhere in this annual report on Form 10-K.


     <PAGE>13
     <TABLE>
     SELECTED FINANCIAL DATA

     The following table sets forth selected financial data regarding the Registrant's
     financial condition and results of operations determined in accordance with
     generally accepted accounting principles.  This data should be read in conjunction
     with the Audited Consolidated Financial Statements and Notes thereto included elsewhere in this
     annual report on Form 10-K.
     <CAPTION>
                                                                                For the Years Ended December 31,
                                                                         1997       1996       1995       1994         1993
                                                                         ----       ----       ----       ----         ----
                                                                                 (In Thousands, Except Unit Data)
     <S>                                                             <C>        <C>        <C>        <C>          <C>
     Income Statement Data:
     Rental, Interest and Other Revenues                              $  9,066   $ 15,430   $ 23,324   $ 25,544     $ 27,019
     Operating Expenses, including
       Depreciation and Amortization                                   (10,386)   (23,495)   (31,356)   (35,648)     (35,424)
     Provision for loan losses, net of recoveries                            0          0          0          0         (129)
     Writedown and Reserves of Investments in Real Estate                    0          0          0     (4,162)           0
                                                                      --------   --------   --------   --------    ---------
     Loss from Operations                                               (1,320)    (8,065)    (8,032)   (14,266)      (8,534)

     Gain (Loss) on Sale of Investments in Real Estate                   1,404          0      3,964      6,859          (72)
     Equity in Net Income (Loss) of Joint Venture                          316        426        725       (352)        (372)
                                                                      --------   --------   --------   --------    ---------
     Net Income (Loss) before Extraordinary Gain                           400     (7,639)    (3,343)    (7,759)      (8,978)

     Gain on Dispositions of Investments in Real Estate
       through Discharge of Indebtedness                                     0     11,951          0           0           0
                                                                      --------   --------   --------   ---------   ---------
     Net Income (Loss)                                                $    400   $  4,312   ($ 3,343)  ($  7,759)  ($  8,978)
                                                                      ========   ========   ========   =========   =========

     Net Income (Loss) per Unit of Partnership Interest:
       Net Income (Loss) before Extraordinary Gain                    $     52  ($    985)  ($   431)  ($  1,001)  ($  1,158)
       Extraordinary Gain                                             $      0   $  1,541    $     0    $      0    $      0
       Net Income (Loss)                                              $     52   $    556   ($   431)  ($  1,001)  ($  1,158)

     Weighted Average Number of
       Partnership Units Outstanding                                     7,754      7,754      7,754       7,754       7,754

     Balance Sheet Data at Year End:

     Real Estate, net                                                  $18,502    $32,357   $106,893    $116,253    $136,749
     Real Estate Assets Held for Sale                                  $24,926    $     0   $      0    $      0    $      0
     Investment in Joint Venture                                       $     0    $10,742   $ 10,697    $ 11,134    $ 11,635
     Mortgage Notes Receivable, net                                    $     0    $     0   $      0    $      0    $  5,934
     Total Assets                                                      $45,667    $47,775   $127,259    $135,238    $163,370
     Mortgage Notes Payable, net                                       $28,742    $30,752   $103,408    $112,254    $136,004
     </TABLE>


     <PAGE>14
     ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS
            -------------------------------------------------

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------

     As of December 31, 1997, the Registrant had cash and cash equivalents of
     approximately $550,000 in addition to $702,000 of deposits held in escrow
     by certain lenders for the payment of insurance, real estate taxes and
     certain capital and maintenance costs.  These balances are approximately
     $1,359,000 less than cash, cash equivalents and deposits held in escrow on
     December 31, 1996.  Total cash and cash equivalents decreased primarily
     due to the expenditure of approximately $899,000 for capital additions to
     existing properties during the year.  In addition, the Registrant made
     payment of approximately $306,000 of principal to retire a mortgage note
     and approximately $354,000 of mortgage principal paid through regularly
     scheduled payments.

     During 1997, the Registrant sold Plantation Shopping Center for
     $11,000,000 in an all cash transaction.  Upon the sale, the $5,350,000
     mortgage note which had been secured by the property was retired.  The
     balance of the proceeds of sale after closing costs were applied to the
     purchase of the former co-venturer's 40% interest in Riverbend Apartments,
     whereby the Registrant became the sole owner of the apartment community.
     The Registrant secured a $4,000,000 demand loan from a bank to finance the
     balance of the $9,800,000 cost of this acquisition.  The note carries
     interest at LIBOR plus 2.00% and expires in April of 1998.  The Registrant
     expects to complete a sale of the property, or extend the term of the
     note, or to refinance the note with more conventional long-term financing
     prior to the expiration of the note.  If it fails to do so, the Registrant
     may be required to secure funds from other sources to retire the note.

     Riverbend Apartments, located in Atlanta, Georgia, and Cherry Hill Office
     Center, located in Cherry Hill, New Jersey, have been classified as real
     estate assets held for sale on the December 31, 1997 consolidated balance
     sheet.  As of March 31, 1998, the Registrant has entered into a contract
     for the sale of Cherry Hill Office Center for $4,825,000.  This sale is
     scheduled to close in April, 1998.  The Registrant is in negotiations for
     the sale of Riverbend Apartments and while there can be no assurance that
     the sale of the apartments will occur, if both properties are sold, it is
     estimated that the amount of cash and cash equivalents available for
     reinvestment by the Registrant will increase by approximately $21 million,
     which will allow the resumption of acquisition activities to rebuild the
     portfolio.  Investigations of appropriate new acquisitions are underway.

     Outstanding debt at December 31, 1997 consisted of approximately
     $24,742,000 of nonrecourse first mortgage notes secured by real estate
     owned by the Registrant and a $4,000,000 short-term loan from a bank.
     Scheduled maturities through regularly scheduled monthly payments will be
     $366,000 in 1998.  The terms of certain mortgage notes require monthly
     escrow of estimated annual real estate tax, insurance and reserves for
     repairs, maintenance and improvements to the secured property, in addition
     to the payment of principal and interest.  The Registrant has no other
     debt except normal trade accounts payable and accrued interest on mortgage
     notes payable.


     <PAGE>15
     In December, 1996, the Registrant successfully refinanced the existing
     mortgage loan secured by Meadowwood Apartments with the existing lender.
     The maturity of the loan was extended through January 2004, the loan
     amount was increased to $21,500,000, and the interest rate was reduced
     from 9.50% to 7.55% per annum.  In January, 1998, the Registrant
     successfully refinanced the mortgage note secured by Holiday Park
     Apartments with the existing lender.  The loan amount was increased to
     $3,800,000, the maturity was extended to 2008, and the interest rate was
     reduced from 9.00% to 6.895% per annum for the term of the loan.

     Inflation and changing prices during the current period did not
     significantly affect the markets in which the Registrant conducts its
     business.  In view of the moderate rate of inflation, its impact on the
     Registrant's business has not been significant.

     The Registrant's properties, including those properties classified as held
     for sale, are expected to generate sufficient cash flow to cover
     operating, financing, capital improvement costs, and other working capital
     requirements of the Registrant for the foreseeable future.


     MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS
     ------------------------------------------------
     1997 VS. 1996
     -------------

     Total revenues decreased $6,364,000 to $9,066,000 in 1997 from $15,430,000
     in 1996.  Loss from operations decreased $6,744,000 to $1,321,000 in 1997
     from $8,065,000 in 1996.  Net income before extraordinary gain increased
     $8,039,000 to $400,000 in 1997 from a net loss of $7,639,000 in 1996.

     Net income for 1996 includes extraordinary gain on dispositions of
     investments in real estate through discharge of indebtedness of
     $11,951,000.  Because of the extraordinary gain in 1996, net income after
     extraordnary gain decreased $3,912,000 to $400,000 in 1997 from $4,312,000
     in 1996.

     The decrease in revenues from 1996 to 1997 is primarily attributable to
     the dispositions of International Jewelry Center and 1010 Market Street
     Office Building in 1996.  Together, these two properties accounted for
     $6,474,000 of the revenues reported in 1996.  Similarly, decreases in
     interest expense of $4,686,000, real estate operating expenses of
     $2,761,000, write-off of uncollectible accounts of $2,100,000,
     depreciation and amortization expense of $1,440,000, real estate taxes of
     $260,000, management fees of $395,000, and other expenses of $165,000 are
     directly attributable to the dispositions and discontinuance of operations
     of these two large commercial properties.


     <PAGE>16
     Meadowwood Apartments (Reno, Nevada)
     ---------------------
     Total revenues decreased $271,000 to $4,402,000 in 1997 from $4,673,000 in
     1996.  Net loss after depreciation and mortgage interest expense increased
     $87,000 to $128,000 in 1997 from $41,000 in 1996.

     The decrease in total revenues was primarily due to a decrease in average
     occupancy to 88.8% in 1997 from 94.9% in 1996, which decreased revenues
     $312,000, and an increase in tenant concessions which decreased revenues
     $52,000.  These decreases in revenues were partially offset by increased
     rental rates charged at the property which increased revenues $93,000.
     The decrease in occupancy and increase in tenant concessions are a result
     of the increasingly competitive Reno apartment market.  Reno is currently
     experiencing an oversupply of housing as new construction is completed and
     apartments become available.  This is especially true in the northwest and
     southeast section of the area.  Meadowwood is located in the southeast
     section and is working to maintain its market share, although it has
     experienced a decrease in occupancy and increased turnover of renters.
     The increase in net loss after depreciation and mortgage interest expense
     is primarily due to the decrease in revenues and an increase of $156,000
     in repairs and maintenance expense due to, among other things, increased
     maintenance costs associated with the higher turnover of tenants at the
     property.  The decreases in net income were partially offset by a decrease
     in total financing expenses of $341,000.  Interest expense decreased
     $93,000 from the prior year resulting from the refinancing of the mortgage
     note encumbering the property which decreased the interest rate to 7.55%
     from 9.5%.  Unamortized financing fees of $135,000 associated with the old
     loan were written off in 1996, and that, coupled with reduced amortization
     expense of the decreased costs of the new loan, decreased the amortization
     of financing costs $248,000.


     Holiday Park Apartments (Holiday, Florida)
     -----------------------

     Total revenues increased $68,000 to $1,165,000 in 1997 from $1,097,000 in
     1996.  Net loss after depreciation and mortgage interest expense decreased
     $45,000 to $56,000 in 1997 from $101,000 in 1996.

     The increase in total revenues was primarily due to the continued strength
     of the Tampa Bay area apartment market, as evidenced by increases in
     rental rates charged at the property which increased revenues $30,000,
     while an increase in average occupancy at the property increased revenues
     $37,000.  The decrease in net loss was primarily due to the increased
     revenues, partially offset by increased payroll expenses of $12,000 and
     repairs and maintenance expense of $14,000.  Repairs and maintenance
     expense increased in connection with a higher rate of turnover at the
     property.  The increase in payroll and related costs was the result of the
     hiring of two maintenance staff at the property.  For a portion of 1996,
     the property was not fully staffed and the hiring of these two new
     employees during 1997 fully staffed the property.


     <PAGE>17
     Plantation Shopping Center (Plantation, Florida)
     --------------------------

     Plantation Shopping Center was sold on December 8, 1997 for $11,000,000.
     Proceeds from the sale were used to retire the mortgage note secured by
     the property and interest accumulated to the date of sale, together
     totaling $5,358,000.  The balance of the proceeds were used to acquire the
     former co-venture's 40% interest in Riverbend Apartments.  (Refer also to
     the Liquidity and Capital Resources Section and Footnote 4 of the
     Financial Statements.)

     Total revenues increased $274,000 to $1,699,000 in 1997 from $1,425,000 in
     1996.  Net income after depreciation and mortgage interest expense
     increased $169,000, to net income before gain on sale of investment in
     real estate of $1,000 in 1997 as compared with a net loss of $168,000 in
     1996.

     The increase in total revenues was primarily due to increases in rental
     rates charged at the property which increased revenues $109,000, increases
     in escalation income which increased revenues $133,000, and increases in
     miscellaneous income which increased revenues $29,000.  The increase in
     net income was primarily due to the increase in revenues and decreases in
     various expenses.  Mortgage interest expense decreased $108,000 as a
     result of the refinancing of the mortgage note secured by the property at
     a substantially reduced balance and lower interest rate during 1996.
     There was a decrease in depreciation expense of $81,000, since the
     property was classified as "real estate held for sale" as of September 30,
     1997.  In accordance with generally accepted accounting principles, no
     depreciation was charged to expense after this time.  Roofing repairs were
     substantially completed in 1996, resulting in a decrease in repairs and
     maintenance costs of $24,000 in 1997 versus the prior year.  A decrease of
     $19,000 in real estate tax expense is directly attributable to the
     shortened period that the property was owned by the Registrant in 1997.
     These decreases in expenses were partially offset by an increase of
     $11,000 in professional fees resulting from additional tenant related
     matters as the occupancy of the property increased over the prior year.
     Also included in the activity for the reporting period is a write-off of
     approximately $329,000 of uncollectible accounts, originally recorded
     pursuant to the straight-lining of rents in accordance with FAS 13, which
     partially offset the increased revenues and decreases in other expenses of
     the property.


     <PAGE>18
     Cherry Hill Office Center (Cherry Hill, New Jersey)
     -------------------------

     Total revenues decreased $2,000 to $1,504,000 in 1997 from $1,506,000 in
     1996.  Net income after depreciation and mortgage interest expense
     increased $204,000 to $232,000 in 1997 from $28,000 in 1996.

     Total revenues remained virtually unchanged as increases in escalation
     income of $55,000, other income of $3,000, and rental revenues of $41,000
     resulting from increased average occupancy, were offset by decreases in
     base rent charged to tenants which decreased revenue $102,000.  The
     increase in net income was primarily due to decreased property operating
     costs, including decreased utility costs of $76,000 due to the mild winter
     of 1997 as compared to the excessively harsh winter of 1996.  Other
     decreases in expenses included a decrease in repairs and maintenance costs
     of $44,000 primarily due to reduced snow removal costs in 1997.  The
     property experienced some turnover of personnel during the year, which
     enabled the Registrant to hire new employees at lower salaries and realize
     a decrease in payroll costs of $37,000.  Depreciation expense decreased
     $24,000 since the property was classified as "real estate held for sale"
     as of September 30, 1997.  In accordance with generally accepted
     accounting principles, no depreciation was charged to expense after this
     time.  Because the mortgage note secured by the property was paid in full
     on June 30,1997, interest expense decreased $21,000 for the year.


     Investment in Joint Venture (Riverbend Apartments; Atlanta, Georgia)
     -------------------------------------------------------------------

     Equity in net income of joint venture decreased $110,000 to $316,000 in
     1997 from $426,000 in 1996.  The decrease in net income was primarily due
     to decreased rental revenues resulting from decreased demand for housing
     in the Atlanta area following the conclusion of the Olympic Games in 1996.
     A higher vacancy rate in the current year reduced income $113,000, and
     diminished receipts of miscellaneous income reduced revenues $46,000.
     These reductions in revenue were partially offset by a decrease in
     utilities expense of $147,000.  Depreciation expense also decreased as the
     Venture classified the property as "real estate held for sale" as of
     September 30, 1997.  In accordance with generally accepted accounting
     principles, no depreciation was charged to the accounts after this time,
     reducing depreciation expense $181,000 from the prior year.  These
     decreased expenses were partially offset by increases in other expenses
     incurred in connection with the higher rate of turnover at the property,
     including increases in repairs and maintenance of $61,000 and advertising
     costs of $22,000.  Payroll expense increased $49,000, reflecting the costs
     of compensation paid to employees through a housing program implemented
     early in 1997, and an increase in real estate tax expense of $34,000 also
     contributed to the decrease in net income for the year.

     On December 15, 1997, the Registrant purchased the 40% interest in
     Riverbend Apartments formerly owned by its co-venturer, and became sole
     owner of the property.  For the remainder of 1997, the Registrant recorded
     $184,000 of revenues and net income of $50,000 from this investment.  The
     property is included in "real estate assets held for sale" on the
     Registrant's 1997 consolidated balance sheet and is expected to be sold
     within the year (see also the Liquidity and Capital Resources section).


     <PAGE>19
     MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS
     ------------------------------------------------
     1996 VS. 1995
     -------------

     Total revenues decreased $7,894,000 to $15,430,000 in 1996 from
     $23,324,000 in 1995.  Loss from operations increased $33,000 to $8,065,000
     in 1996 from $8,032,000 in 1995.  Net income increased $7,655,000 to net
     income of $4,312,000 in 1996 from a net loss of $3,343,000 in 1995.

     Net income for 1996 includes an extraordinary gain on dispositions of
     investments in real estate through discharge of indebtedness of
     $11,951,000.  The net loss for 1995 is net of a gain on sale of investment
     in real estate of $3,964,000.

     Total revenues decreased by a third as a result of the changes in the
     composition of the portfolio of properties owned by the Partnership during
     1996 as compared to 1995.  Total revenues at Sahara Palms Apartments
     decreased to $-0- in 1996 from $2,001,000 in 1995 after the property was
     sold at the end of December, 1995.  Total revenues at International
     Jewelry Center and 1010 Market Street Office building decreased $3,929,000
     and $2,156,000, respectively, due to the shortened holding periods of the
     properties in 1996 as compared to the full year of 1995.  These decreases
     in total revenues were partially offset by increases in total revenue at
     other properties owned by the Registrant, in particular, an increase in
     total revenues of $191,000 at Meadowwood Apartments.  Loss from operations
     remained virtually unchanged from the prior year as reductions in expenses
     offset the loss of income from the properties disposed.  The largest cost
     reduction was realized through decreases in interest expense totalling
     $4,246,000, most notably at International Jewelry Center which had a
     decrease of $2,469,000 in interest expense.  Interest expense decreased
     $838,000 and $382,000 at Sahara Palms and 1010 Market Street,
     respectively, due to the dispositions of these properties, and $510,000
     for Plantation Shopping Center due to the refinancing of the mortgage note
     in 1996.  Also due to the dispositions of the properties, real estate
     operating expenses decreased $1,668,000, $583,000 and $782,000;
     depreciation expense decreased $1,040,000, $351,000, and $397,000; and
     real estate tax expense decreased $607,000, $233,000 and $104,000 at
     International Jewelry Center, 1010 Market Street, and Sahara Palms
     Apartments, respectively.  Partially offsetting these decreases in expense
     were write-offs to bad debt expense of $1,931,000 and $600,000 for
     International Jewelry Center and 1010 Market Street Office building,
     respectively.


     <PAGE>20
     Meadowwood Apartments (Reno, Nevada)
     ---------------------
     Total revenues increased $191,000 to $4,673,000 in 1996 from $4,482,000 in
     1995.  Net loss after depreciation and mortgage interest expense increased
     $1,000 to $41,000 in 1996 from $40,000 in 1995.

     The increase in total revenues was primarily due to the strong apartment
     market, evidenced by increases in rental rates implemented at the property
     which increased revenues $269,000, and increases in miscellaneous income
     which increased revenues $28,000.  However, the rental increases were
     partially offset by decreases in occupancy in the early part of the year
     which decreased revenues $106,000.  Net loss after depreciation and
     amortization remained approximately unchanged from 1995 since the
     increased revenues were offset by increased expenses, primarily the
     acceleration of the amortization of $135,000 of costs associated with the
     loan which was replaced, (see also the Liquidity and Capital Resources
     Section).  Other increases in operating expenses in 1996 included an
     increase in repair and maintenance costs of $79,000.  The increases in
     costs were partially offset by decreases in other expenses, including a
     decrease in depreciation expense of $21,000.


     Holiday Park Apartments (Holiday, Florida)
     -----------------------

     Total revenues increased $26,000 to $1,097,000 in 1996 from $1,071,000 in
     1995.  Net loss after depreciation and mortgage interest expense decreased
     $19,000 to $101,000 in 1996 from $120,000 in 1995.

     The increase in total revenues was primarily due to the strength of the
     Tampa Bay area apartment market, as evidenced by increases in rental rates
     charged at the property which increased revenues $18,000, while occupancy
     at the property increased moderately increasing revenues $4,000.  The
     decrease in net loss was primarily due to the increased revenues, and
     decreased mortgage interest expense of $3,000, partially offset by
     increased depreciation expense of $10,000.


     Plantation Shopping Center (Plantation, Florida)
     --------------------------

     Total revenues decreased $96,000 to $1,425,000 in 1996 from $1,521,000 in
     1995.  Net loss after depreciation and mortgage interest expense decreased
     $267,000 to $168,000 in 1996 from $435,000 in 1995.

     The decrease in total revenues was primarily due to decreases in rental
     rates charged at the property which decreased income $76,000, decreases in
     average occupancy which decreased income $10,000, and decreases in
     escalation income which decreased income $27,000, partially offset by
     increased percentage rents of $20,000.  The decrease in net loss was
     primarily due to decreased interest expense of $510,000 as a result of the
     refinancing of the mortgage note securing the property at a substantially
     reduced balance and lower interest rate.  (See also the Liquidity and
     Capital Resources Section.)  The decreased interest expense was partially
     offset by the decreased revenues and increases of $74,000 in depreciation
     expense and $73,000 in real estate tax expense.


     <PAGE>21
     1010 Market Street (St. Louis, Missouri)
     ------------------

     The office building at 1010 Market Street was sold in a foreclosure sale
     on August 28, 1996 effectively extinguishing the mortgage note
     outstanding, which resulted in a net gain of approximately $4,415,000.
     (Refer also to the Liquidity and Capital Resources Section and Footnote 4
     of the Financial Statements.)

     Total revenues decreased $2,156,000 to $3,816,000 in 1996 from $5,972,000
     in 1995.  Net loss before gain on disposition and after depreciation and
     mortgage interest expense increased $1,169,000 to $1,687,000 in 1996 from
     $518,000 in 1995.

     Due to the disposition of the property by the Registrant, the reporting
     period for 1010 Market Street office building ended on August 28, 1996.
     The changes in revenues and net loss are substantially due to the
     shortened reporting periods.  Also included in the activity for the
     reporting period is a write-off to bad debt expense of approximately
     $600,000 of uncollectible accounts receivable, originally recorded
     pursuant to the straight-lining of rents in accordance with FAS 13, which
     increased the net loss reported for the year.


     Cherry Hill Office Center (Cherry Hill, New Jersey)
     -------------------------

     Total revenues increased $123,000 to $1,506,000 in 1996 from $1,383,000 in
     1995.  Net income after depreciation and mortgage interest expense
     decreased $95,000 to $28,000 in 1996 from $123,000 in 1995.

     The increase in total revenue was primarily due to increases in base rent
     charged to tenants which increased income $68,000, and increased average
     occupancy which increased income $38,000, and an increase in escalation
     income of $16,000.  The decrease in net income was primarily due to
     increased property operating costs, including increased utility costs of
     $125,000 due both to the excessively harsh winter of 1996, and a general
     rate increase imposed by the utility company in 1996.  Other increases in
     expenses included an increase in repairs and maintenance costs of $54,000,
     and increased depreciation and amortization expense of $39,000.


     <PAGE>22
     International Jewelry Center (Los Angeles, California)
     ----------------------------

     Through negotiations with the former lender, the Registrant transferred
     title to the International Jewelry Center on May 22, 1996, in full
     satisfaction of the mortgage note outstanding, which resulted in a net
     gain on disposition of approximately $7,536,000.  (Please refer also to
     the Liquidity and Capital Resources Section and Footnote 4 of the
     Financial Statements.)

     Total revenues decreased $3,930,000 to $2,849,000 in 1996 from $6,779,000
     in 1995.  Net loss before gain on disposition and after depreciation and
     mortgage interest expense increased $100,000 to $3,487,000 in 1996 from
     $3,387,000 in 1995.

     Due to the disposition of the property by the Registrant, the reporting
     period for the International Jewelry Center ended on May 22, 1996.  The
     changes in revenues and net loss are substantially due to the shortened
     reporting period.  Also included in the reporting period is a write-off to
     bad debt expense of approximately $1,931,000 of uncollectible accounts
     receivable, originally recorded pursuant to the straight-lining of rents
     in accordance with FAS 13, which increased the net loss for the year.


     Investment in Joint Venture
     ---------------------------

     Equity in net income of joint venture decreased $299,000 to $426,000 in
     1996 from $725,000 in 1995.  The decrease in net income was primarily due
     to a decrease in average occupancy of 9% during the latter half of the
     year ended December 31, 1996 to approximately 84% from approximately 93%
     during the year ended December 31, 1995.  This lower occupancy,
     attributable to decreased demand for housing in the Atlanta area due to
     the conclusion of the Olympic Games, reduced income $167,000 as compared
     to the prior year.  In addition, net income was lower due to increases in
     operating expenses, primarily increases in utilities expense of $156,000,
     professional fees of $64,000, and real estate tax expense of $54,000.


     <PAGE>23

     ITEM 7.(a) QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                ----------------------------------------------------------

     NONE.


     ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
            -------------------------------------------

     The Financial Statements required by this item, together with the Report
     of Independent Public Accountants, thereon, are contained herein on pages
     29 through 41 of this annual report on Form 10-K.  Supplementary financial
     information required by this item is contained herein on pages 42 through
     45 of this report.


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

     NONE.


     <PAGE>24
                                      PART III
                                      --------
     ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
             --------------------------------------------------
     The Registrant has no executive officers or directors.  All of its
     business affairs are handled by its General Partner, SB Partners Real
     Estate Corporation ("General Partner").

     The directors and executive officers of the General Partner are elected by
     Sentinel Holdings Corporation ("SHC") as its sole shareholder to serve
     until their successors are duly elected and qualified.  The limited
     partners of the Registrant are not entitled to vote in their election.

     The directors and executive officers of the General Partner who are active
     in the Registrant's operations are:

             Name                    Age       Position

             John H. Streicker        55       President & Director

             Michael J. Weinberger    62       Director

             Millie C. Cassidy        52       Director

             David Weiner             62       Director

             Christine Kurtz          43       Director

             Elizabeth B. Longo       46       Treasurer

             Noel Belli               44       Senior Vice President and
                                                    Assistant Secretary

     Mr. Streicker joined the General Partner in May, 1976.  He has been
     President since April, 1984.  He is President of SHC and its parent
     company, J.H. Streicker & Co., Inc.

     Mr. Weinberger, a Certified Property Manager, joined the  General Partner
     in February, 1973.  He is the residential portfolio manager for the
     Western region.

     Ms. Cassidy joined the General Partner in August, 1982.  She has been a
     Director of the General Partner since March, 1988.

     Mr. Weiner joined the General Partner in April, 1984.  He is a portfolio
     manager and manager of investor relations.  He has been a Director of the
     General Partner since March, 1988.

     Ms. Kurtz joined the General Partner in 1980.  Ms. Kurtz is a Director and
     portfolio manager responsible for commercial property transactions and
     management.

     Ms. Longo joined the General Partner in 1988 and serves as its chief
     financial officer.  She is a certified public accountant with over twenty-
     three years of real estate related financial experience.

     Mr. Belli joined the General Partner in 1985.  He is a managing director
     and the portfolio manager responsible for residential property
     transactions and management for the Eastern region.


     <PAGE>25
     ITEM 11.EXECUTIVE COMPENSATION
             ----------------------

     The Registrant has no executive officers or directors.


     ITEM 12.SECURITY OWNERSHIP OF CERTAIN
             -----------------------------
             BENEFICIAL OWNERS AND MANAGEMENT
             --------------------------------

     (a) At December 31, 1997, an institutional investor of record owned 7.13%
         of the outstanding Units of Limited Partnership Interests.  On January
         13, 1993, a group of unitholders of record, including the
         institutional investor referred to above, entered into a collective
         agreement with respect to their ownership interest in the Registrant.
         The aggregate number of Units beneficially owned by the group is 676
         Units, representing 8.7% of the total number of outstanding Units of
         Limited Partnership Interest on that date.  Each unitholder has
         disclaimed beneficial ownership of all Units owned by the other
         unitholders in this group.  The foregoing information is based upon a
         13-D filing made by the respective unitholders.

     (b) As of December 31, 1997, none of the Directors of the General Partner
         owned any outstanding Units of Limited Partnership Interest.  However,
         an Assistant Secretary of the General Partner owned four Units of
         Limited Partnership Interest.  No officers or Directors of SHC owned
         any outstanding Units of Limited Partnership Interest.  SRE Clearing
         Services, Inc. (formerly known as SRE Investor Services, Inc.), an
         affiliate of the General Partner, owned 453.5 Units of Limited
         Partnership Interest representing 5.8% of the outstanding number of
         Units on December 31, 1997.  In accordance with SEC regulations, SRE
         Clearing Services filed Form 13-D on July 14, 1997, after the total
         number of units held surpassed 5% of the outstanding number of units.

     (c) During the year ended December 31, 1997, there have been no changes in
         control of the Registrant or the General Partner.


     ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
             ----------------------------------------------
     The General Partner, among other things, furnishes services and advice to
     the Registrant and is paid a variable annual fee for such services based
     on calculations prescribed in the Registrant's Partnership Agreement.  For
     these services, the General Partner receives a management fee equal to 2%
     of the average amount of capital invested in real estate plus cumulative
     mortgage amortization payments and 0.5% of capital not invested in real
     estate, as defined in the partnership agreement.  The management fee
     amounted to $1,196,611, $1,634,397, and $1,929,127, for the years ended
     December 31, 1997, 1996 and 1995, respectively.  In addition, the General
     Partner is entitled to 25% of cash distributions in excess of the annual
     distribution preferences, as defined in the partnership agreement.  No
     such amounts were due for the years ended December 31, 1997, 1996, and
     1995.


     <PAGE>26
     Certain affiliates of the General Partner oversee the management and
     operations of various real estate properties, including those owned by the
     Registrant.  Services performed by these affiliates applicable to the
     Registrant's properties are billed at actual or allocated cost, or
     percentage of revenues.  The costs of such services are believed to be
     competitive with charges for similar services provided by unrelated
     management companies.  Fees charged by these affiliates totaled $492,992,
     $1,196,395, and $1,839,832, in 1997, 1996, and 1995, respectively.

     In connection with the mortgage financing of certain properties, the
     respective lenders required the Registrant to place the assets and
     liabilities of these properties into single asset limited partnerships
     which hold, or held, title to these properties.  A trust company
     affiliated with the General Partner holds, or held, the general partner
     interest in each single asset limited partnership as trustee for the
     Registrant.  For its services, the affiliate is paid an annual fee, which
     aggregated $44,327, $54,227, and $129,580, in 1997, 1996, and 1995,
     respectively, and is based upon the trust company's standard rate
     schedule.

     Reference is made to Items 10 and 11, and Notes 2 and 8 in the
     consolidated financial statements.

                                       PART IV
                                       -------

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

     (a) (1) Financial statements - The Registrant's 1997 Annual Audited
             Consolidated Financial Statements are included in this annual
             report on Form 10-K.

         (2) Financial statement schedules - See Index to Consolidated
             Financial Statement Schedules on page 28.  All other financial
             statement schedules are inapplicable or the required subject
             matter is contained in the consolidated financial statements or
             notes thereto.

     (b) On December 23, 1997, the Registrant filed Form 8-K to report the sale
         of Plantation Shopping Center and the acquisition of the 40% interest
         of its former co-venturer in Riverbend Apartments.  Pro-forma
         financial statements were included in the filing.

     (c) Financial data schedule

     (d) Exhibits Incorporated by Reference -

                                            Incorporated by
     Description                            Reference to
     -----------                            ---------------

     Agreement of                           Exhibit A to Registration Statement
     Limited Partnership                    on  Form  S-11  as filed with  the
                                            Securities and Exchange  Commission
                                            on May 16, 1985.


     <PAGE>27

     SIGNATURES
     ----------

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


                                            SB PARTNERS
                                            -----------

                                       By:  SB PARTNERS REAL ESTATE CORPORATION
                                            -----------------------------------
                                            GENERAL PARTNER


     March 31, 1998                         /s/ John H. Streicker
                                            ----------------------------------
                                       By:  John H. Streicker
                                            President, Chief Executive Officer



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


     Signature                         Position             Date
     ---------                         --------             ----

     /s/ John H. Streicker       Chief Executive Officer
     ---------------------           and Director           March 31, 1998
     John H. Streicker


     /s/ Elizabeth B. Longo      Chief Financial Officer    March 31, 1998
     ----------------------
     Elizabeth B. Longo


     /s/ George N. Tietjen III      Vice President          March 31, 1998
     -------------------------
     George N. Tietjen III


     <PAGE>28

                                     SB PARTNERS

                           ITEMS 8 and 14 (a) (1) and (2)

                     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                     -------------------------------------------

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
                   ----------------------------------------------
                      SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULE
                      -----------------------------------------

     Report of Independent Public Accountants  . . . . . . . . . . .   29

     Consolidated Balance Sheets as of December 31, 1997 and 1996  .   30

     Consolidated Statements of Operations for the years ended
           December 31, 1997, 1996 and 1995  . . . . . . . . . . . .   31

     Consolidated Statements of Changes in Partners' Capital for the
           years ended December 31, 1997, 1996 and 1995  . . . . . .   32

     Consolidated Statements of Cash Flows for the years ended
           December 31, 1997, 1996 and 1995  . . . . . . . . . . . .   33

     Notes to Consolidated Financial Statements  . . . . . . . . . .   34

     Supplemental Financial Statement Schedule:

     Schedule III -- Real Estate and Accumulated
           Depreciation -- December 31, 1997   . . . . . . . . . . .   42


     <PAGE>29

                                 ARTHUR ANDERSEN LLP

                      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


     To the Partners of SB Partners:


           We have audited the accompanying consolidated balance sheets of SB
     Partners (a New York limited partnership) and subsidiaries as of December
     31, 1997 and 1996, and the related consolidated statements of operations,
     changes in partners' capital and cash flows for each of the three years in
     the period ended December 31, 1997.  These financial statements and the
     schedule referred to below are the responsibility of the general partner.
     Our responsibility is to express an opinion on these financial statements
     and schedule based on our audits.

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

           In our opinion, the financial statements referred to above present
     fairly, in all material respects, the financial position of SB Partners
     and subsidiaries as of December 31, 1997 and 1996, and the results of
     their operations and their cash flows for each of the three years in the
     period ended December 31, 1997 in conformity with generally accepted
     accounting principles.

           Our audits were made for the purpose of forming an opinion on the
     basic financial statements taken as a whole.  The schedule listed in the
     index to financial statements is presented for purposes of complying with
     the Securities and Exchange Commission rules and is not part of the basic
     financial statements.  This schedule has been subjected to the auditing
     procedures applied in the audit of the basic financial statements and, in
     our opinion, fairly states in all material respects the financial data
     required to be set forth therein in relation to the basic financial
     statements taken as a whole.

     /s/ Arthur Andersen LLP

     New York, New York
     February 11, 1998


     <PAGE>30
     <TABLE>
      SB PARTNERS
      CONSOLIDATED BALANCE SHEETS
     <CAPTION>
                                                                                         As of December 31,
                                                                                        1997            1996
                                                                                    ----------------------------
     <S>                                                                           <C>             <C>
      ASSETS:
        Investments -
           Real Estate, at cost
                Land                                                                $ 2,924,653       $ 5,113,690
                Buildings, furnishings and improvements                              28,867,658        45,521,700
                Less - accumulated depreciation                                     (13,290,104)      (18,278,229)
                                                                                    -----------       -----------
                                                                                     18,502,207        32,357,161

           Real estate assets held for sale                                          24,925,795                 0
           Investment in joint venture                                                        0        10,742,193
                                                                                    -----------       -----------
                                                                                     43,428,002        43,099,354
        Other Assets -
           Cash and cash equivalents                                                    549,760         2,019,321
           Other                                                                      1,689,366         2,656,255
                                                                                    -----------       -----------
                         Total assets                                               $45,667,128       $47,774,930
                                                                                    ===========       ===========
      LIABILITIES:
           Mortgage notes and other loans payable                                   $28,741,975       $30,752,378
           Accounts payable and accrued expenses                                        628,938         1,113,122
           Tenants' security deposits                                                   309,836           322,821
                                                                                    -----------       -----------
                         Total liabilities                                           29,680,749        32,188,321
                                                                                    -----------       -----------
      PARTNERS' CAPITAL:
           Units of partnership interest without par value;
                Limited partners - 7,753 units                                       16,002,752        15,603,034
                General partner - 1 unit                                                (16,373)          (16,425)
                                                                                    -----------       -----------
                         Total partners' capital                                     15,986,379        15,586,609
                                                                                    -----------       -----------
                         Total liabilities and partners' capital                    $45,667,128       $47,774,930
                                                                                    ===========       ===========
       <FN>
                   The accompanying notes are an integral part of these consolidated balance sheets.
     </TABLE>


     <PAGE>31
     <TABLE>
      SB PARTNERS
      CONSOLIDATED STATEMENTS OF OPERATIONS
     <CAPTION>
                                                                               For the Years Ended December 31,
                                                                            1997             1996            1995
                                                                          ------------------------------------------
     <S>                                                               <C>              <C>             <C>
     REVENUES
           Rental income                                                 $ 8,647,671      $14,940,374     $22,618,843
           Interest on short-term investments                                110,680           50,615          73,984
           Other                                                             307,301          439,063         631,381
                                                                         -----------      -----------     -----------
               Total revenues                                              9,065,652       15,430,052      23,324,208
                                                                         -----------      -----------     -----------
     EXPENSES
           Real estate operating expenses                                  3,826,057        6,993,394      10,307,816
           Interest on mortgage notes and other loans payable              2,213,440        7,215,718      11,462,066
           Depreciation and amortization                                   1,723,683        3,465,840       5,176,543
           Management fees                                                 1,196,611        1,634,397       1,929,127
           Real estate taxes                                                 815,086        1,086,477       1,936,253
           Write-off of uncollectible accounts                               369,635        2,531,517               0
           Other                                                             241,951          567,553         544,592
                                                                         -----------      -----------     -----------
               Total expenses                                             10,386,463       23,494,896      31,356,397
                                                                         -----------      -----------     -----------
               Loss from operations                                       (1,320,811)      (8,064,844)     (8,032,189)

     Equity in net income of joint venture                                   316,320          425,725         725,118
     Gain on sale of investments in real estate                            1,404,261                0       3,963,791
                                                                         -----------      -----------     -----------
     NET INCOME (LOSS) BEFORE EXTRAORDINARY GAIN                             399,770       (7,639,119)     (3,343,280)

     Gain on dispositions of investments in real estate
           through discharge of indebtedness                                       0       11,951,098               0
                                                                         -----------      -----------     -----------
     NET INCOME (LOSS)                                                       399,770        4,311,979      (3,343,280)
           Income (loss) allocated to general partner                             52              556            (431)
                                                                         -----------      -----------     -----------
           Income (loss) allocated to limited partners                   $   399,718      $ 4,311,423    ($ 3,342,849)
                                                                         ===========      ===========     ===========

     NET INCOME (LOSS) PER UNIT OF LIMITED PARTNERSHIP INTEREST:
           Net income (loss) before extraordinary gain                   $        52     ($       985)   ($       431)
                                                                         ===========      ===========     ===========
           Extraordinary gain                                            $         0      $     1,541     $         0
                                                                         ===========      ===========     ===========
           Net income (loss)                                             $        52      $       556    ($       431)
                                                                         ===========      ===========     ===========
     WEIGHTED AVERAGE NUMBER OF UNITS OF LIMITED
         PARTNERSHIP INTEREST OUTSTANDING                                      7,753            7,753           7,753
                                                                         ===========      ===========     ===========
     <FN>
                          The accompanying notes are an integral part of these consolidated statements.
     </TABLE>


     <PAGE>32
     <TABLE>
      SB PARTNERS
      CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
      FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

      Limited Partners:
     <CAPTION>
                                           Units of
                                         Partnership
                                           Interest              Cumulative      Accumulated
                                     --------------------           Cash          Earnings
                                    Number      Amount         Distributions      (Losses)          Total
                                    ------------------------------------------------------------------------
     <S>                           <C>      <C>               <C>               <C>             <C>
      Balance, December 31, 1994    7,753    $119,968,973      ($97,728,323)     ($7,606,190)    $14,634,460
       Net loss for the year            0               0                 0       (3,342,849)     (3,342,849)
                                    -----    ------------      ------------      -----------     -----------
      Balance, December 31, 1995    7,753     119,968,973       (97,728,323)     (10,949,039)     11,291,611
       Net income for the year          0               0                 0        4,311,423       4,311,423
                                    -----    ------------      ------------      -----------     -----------
      Balance, December 31, 1996    7,753     119,968,973       (97,728,323)      (6,637,616)     15,603,034
       Net income for the year          0               0                 0          399,718         399,718
                                    -----    ------------      ------------      -----------     -----------
      Balance, December 31, 1997    7,753    $119,968,973      ($97,728,323)     ($6,237,898)    $16,002,752
                                    =====    ============      ============      ===========     ===========




      General Partner:
     <CAPTION>                             Units of
                                         Partnership
                                           Interest              Cumulative      Accumulated
                                     --------------------           Cash          Earnings
                                    Number      Amount         Distributions      (Losses)          Total
                                     -----------------------------------------------------------------------
     <S>                            <C>     <C>               <C>               <C>             <C>
      Balance, December 31, 1994      1           $10,000          ($24,559)         ($1,991)       ($16,550)
       Net loss for the year          0                 0                 0             (431)           (431)
                                     ---          -------          --------          -------        --------
      Balance, December 31, 1995      1            10,000           (24,559)          (2,422)        (16,981)
       Net income for the year        0                 0                 0              556             556
                                     ---          -------          --------          -------        --------
      Balance, December 31, 1996      1            10,000           (24,559)          (1,866)        (16,425)
       Net income for the year        0                 0                 0               52              52
                                     ---          -------          --------          -------        --------
      Balance, December 31, 1997      1           $10,000          ($24,559)         ($1,814)       ($16,373)
                                     ===          =======          ========          =======        ========
     <FN>
                  The accompanying notes are an integral part of these consolidated statements.
     </TABLE>

     <PAGE>33
     <TABLE>
      SB PARTNERS
      CONSOLIDATED STATEMENTS OF CASH FLOWS
     <CAPTION>
                                                                                      For the years ended December 31,
                                                                                    1997           1996            1995
                                                                                 -------------------------------------------
     <S>                                                                        <C>            <C>             <C>
      Cash Flows From Operating Activities:
      Net Income (Loss)                                                           $ 399,770     $ 4,311,979     ($3,343,280)
       Adjustments to reconcile net income (loss) to
        net cash provided by (used in) operating activities:
         Extraordinary gain on dispositions of investments
               in real estate through discharge of indebtedness                           0     (11,951,098)              0
         Gain on sale of investments in real estate                              (1,404,261)              0      (3,963,791)
         Equity in net income of joint venture                                     (316,320)       (425,725)       (725,118)
         Write-off of uncollectible accounts                                        369,635       2,531,517               0
         Depreciation and amortization                                            1,723,683       3,465,840       5,176,543
         Amortization of discount on mortgage notes payable                               0               0         310,904
         Distributions of earnings received from joint venture                      100,000         425,725         725,118
         Decrease in other assets                                                   365,384         400,875         187,050
         Increase (decrease) in other liabilities                                  (518,880)        985,378       3,886,240
                                                                                -----------     -----------     -----------
           Net cash provided by (used in) operating activities                      719,011        (255,509)      2,253,666
                                                                                -----------     -----------     -----------
      Cash Flows From Investing Activities:
         Net proceeds from sales/dispositions of investments in real estate      10,520,801          92,327      12,000,190
         Cash paid on acquisition of joint venture interest                      (9,800,000)              0               0
         Capital additions to real estate                                          (898,970)     (2,077,599)     (3,024,145)
         Distributions received from joint venture
              in excess of current year's equity in net income                           0         148,132         157,631
                                                                                 -----------     -----------     ----------
           Net cash provided by (used in) investing activities                     (178,169)     (1,837,140)      9,133,676
                                                                                 -----------     -----------     ----------
      Cash Flows From Financing Activities:
         Proceeds from mortgage notes and other loans payable                     4,000,000      26,850,000               0
         Proceeds from short-term loan                                                    0       1,038,370               0
         Retirement of mortgage notes and other loans payable                    (5,656,378)    (23,037,409)     (8,431,000)
         Principal payments on mortgage notes and other loans payable              (354,025)     (3,005,589)       (726,359)
         Repayment of short-term loan                                                     0      (1,038,370)              0
                                                                                 -----------     -----------     ----------
           Net cash provided by (used in) financing activities                   (2,010,403)        807,002      (9,157,359)
                                                                                -----------     -----------      ----------

      Net increase (decrease) in cash and cash equivalents                       (1,469,561)     (1,285,647)      2,229,983
        Cash and cash equivalents at beginning of year                            2,019,321       3,304,968       1,074,985
                                                                                -----------     -----------      ----------
        Cash and cash equivalents at end of year                                $   549,760     $ 2,019,321      $3,304,968
                                                                                ===========     ===========      ==========
      Supplemental disclosures of cash flow information:
         Cash paid during the year for interest                                 $ 2,241,162     $ 5,434,319      $8,043,301
                                                                                ===========     ===========      ==========
     <FN>
      Supplemental disclosures of non-cash investing and financing activities:
          The dispositions of International Jewelry Center and 1010 Market Street in 1996, to the extent of the release
     from liability from the underlying mortgage notes which had been secured by the properties with outstanding balances
     of $33,899,000 and $39,564,000, respectively, represent non-cash investing and financing activities and have been
     excluded from the statements of cash flows.
          See also Note 4 to Financial Statements.
                          The accompanying notes are an integral part of these consolidated statements.
     </FN>
     </TABLE>


     <PAGE>34
     SB PARTNERS
     Notes to Consolidated Financial Statements

     (1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
           SB Partners, a New York limited partnership, and its subsidiaries,
           (collectively, the "Partnership") have been engaged since April 1971
           in acquiring, operating and holding for investment a varying
           portfolio of real properties.  SB Partners Real Estate Corporation
           (the "General Partner") serves as the general partner of the
           Partnership.  The significant accounting and financial reporting
           policies of the Partnership are as follows:
             (a)    The accompanying consolidated financial statements include
                    the accounts of SB Partners and its subsidiaries.  All
                    significant intercompany accounts and transactions have
                    been eliminated.  The consolidated financial statements are
                    prepared using the accrual basis of accounting under
                    generally accepted accounting principles.  Revenues are
                    recognized as earned and expenses are recognized as
                    incurred.  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.  Certain prior
                    year amounts have been reclassified to make them comparable
                    to the current year presentation.
             (b)    Each partner is individually responsible for reporting his
                    share of the Partnership's taxable income or loss.
                    Accordingly, no provision has been made in the accompanying
                    financial statements for Federal, state or local income
                    taxes.
             (c)    Depreciation of buildings, furnishings and improvements is
                    computed using the straight-line method of depreciation,
                    based upon the estimated useful lives of the related
                    properties, as follows:
                            Buildings and improvements     5 to 40 years
                            Furnishings                    5 to 7 years
                    Investments in real estate are carried at historical cost
                    and reviewed periodically for impairment.  Expenditures for
                    maintenance and repairs are expensed as incurred.
                    Expenditures for improvements, renewals and betterments,
                    which increase the useful life of the real estate, are
                    capitalized.  Upon retirement or sale of property, the
                    related cost and accumulated depreciation are removed from
                    the accounts.  Amortization of deferred financing and
                    refinancing costs is computed by amortizing the cost over
                    the term of the related mortgage notes.  Amortization of
                    leasing commissions and tenant improvements is computed by
                    amortizing the cost over the term of the related lease.


     <PAGE>35
             (d)    Gains on sales of investments in real estate are recognized
                    in accordance with generally accepted accounting principles
                    applicable to sales of real estate, which require minimum
                    levels of initial and continuing investment by the
                    purchaser, and certain other tests be met, prior to the
                    full recognition of profit at the time of the sale.  When
                    the tests are not met, gains on sales are recognized on
                    either the installment or cost recovery methods.
             (e)    Net income (loss) per unit of partnership interest has been
                    computed based on the weighted average number of units of
                    partnership interest outstanding during each year.  There
                    were no potentially dilutive securities outstanding during
                    each year.
             (f)    For financial reporting purposes, the Partnership considers
                    all highly liquid, short-term investments with maturities
                    of three months or less to be cash equivalents.
             (g)    The Partnership accounted for its investment in a joint
                    venture using the equity method.  Pursuant to the special
                    allocations of cash flow contained in the joint venture
                    agreement, it recognized income or loss to the extent of
                    its allocable share of the change in the net assets of the
                    joint venture, after taking into account preference
                    distributions, as defined, for the period.
             (h)    In connection with the mortgage financing on certain of its
                    properties, the Partnership placed the assets and
                    liabilities of these properties into single asset limited
                    partnerships and limited liability companies which hold, or
                    held, title to the properties.  In these limited
                    partnerships, the Partnership holds a 99% limited partner
                    interest, and an affiliate of the General Partner holds a
                    1% general partner interest as trustee for the Partnership.
                    The Partnership has the power to remove the trustee, thus
                    retaining full control of the subsidiaries.  The financial
                    statements of these subsidiaries are consolidated with
                    those of the Partnership.
             (i)    Real estate properties are regularly evaluated on a
                    property by property basis to determine if it is
                    appropriate to write down carrying values to recognize an
                    impairment of value.  Impairment is determined by
                    calculating the sum of the estimated undiscounted future
                    cash flows including the projected undiscounted future net
                    proceeds from the sale of the property.  In the event such
                    sum is less than the net carrying value of the property,
                    the property will be written down to estimated fair market
                    value.  Real estate investments which are under a binding
                    contract of sale or are otherwise expected to be disposed
                    of within one year of the balance sheet date are reflected
                    on the accompanying consolidated balance sheets as real
                    estate assets held for sale.  Real estate assets held for
                    sale are carried at the lower of depreciated historical
                    cost or fair value less cost to dispose.  Additionally,
                    upon classification as a real estate asset held for sale,
                    the property is no longer depreciated.



     <PAGE>36
     (2) INVESTMENT MANAGEMENT AGREEMENT
             The Partnership has entered into a management agreement with the
             General Partner.  Under the terms of this agreement, the General
             Partner is responsible for the acquisition, management and
             disposition of all investments, as well as performance of the day-
             to-day administrative operations and provision of office space for
             the Partnership.

             For these services, the General Partner receives a management fee
             equal to 2% of the average amount of capital invested in real
             estate plus cumulative mortgage amortization payments and 0.5% of
             capital not invested in real estate, as defined in the partnership
             agreement.  The management fee amounted to $1,196,611, $1,634,397,
             and $1,929,127, for the years ended December 31, 1997, 1996 and
             1995, respectively.  In addition, the General Partner is entitled
             to 25% of cash distributions in excess of the annual distribution
             preferences, as defined in the partnership agreement.  No such
             amounts were due for the years ended December 31, 1997, 1996, and
             1995.

     (3) INVESTMENTS IN REAL ESTATE AND REAL ESTATE ASSETS HELD FOR SALE
             As of December 31, 1997, the Partnership owned an office center in
             Cherry Hill, New Jersey; apartment projects in Holiday, Florida,
             Reno, Nevada, and Atlanta, Georgia; and 13.9 acres of land in
             Holiday, Florida.  The following is the cost basis and accumulated
             depreciation of the real estate investments owned by the
             Partnership at December 31, 1997 and 1996, and the net carrying
             value of the real estate assets held for sale at December 31,
             1997:
     <TABLE>
     <CAPTION>

                                                                           Held for Sale          Real Estate at Cost
                               No.of    Year of                            -------------          -------------------
     Type                      Prop.  Acquisition    Description                1997              1997            1996
     ----                      -----  -----------    -----------                ----              ----            ----
     <S>                       <C>     <C>          <C>                     <C>              <C>              <C>
     Residential properties     3       1983-97      1,542 Apt. Units        $20,832,762      $31,747,924      $31,741,606
     Shopping center            1       1981         238,410 Sq. Ft.                   0                0       14,294,724
     Office property            1       1984-93      138,333 Sq. Ft.           4,093,033                0        4,554,673
     Undeveloped land           1       1978         13.9 Acres                        0           44,387           44,387
                                                                             -----------      -----------      -----------
                                                                              24,925,795       31,792,311       50,635,390
     Less: Accumulated depreciation                                                    0       13,290,104       18,278,229
                                                                             -----------      -----------      -----------
                                                                             $24,925,795      $18,502,207      $32,357,161
                                                                             ===========      ===========      ===========
     <FN>
     Note: Information is provided for all properties owned as of the end of the periods presented.  The carrying amount of real
     estate assets held for sale is the lower of depreciated cost or fair market value and is included above at the net carrying
     amount.
     </TABLE>



     <PAGE>37
     (4) REAL ESTATE TRANSACTIONS
             In January, 1997, the Partnership sold its 10% interest in an
             apartment project in Orlando, Florida.  The Partnership had been
             using the cost method to account for this investment.  In
             connection with this sale, the Partnership recognized a loss on
             sale of real estate investment of $65,000 for the year ended
             December 31, 1997.  In December 1997, the Partnership sold
             Plantation Shopping Center for $11,000,000 in an all cash
             transaction.  In connection with the sale, the underlying mortgage
             note payable of $5,350,000 was retired and the Partnership
             recognized a gain on sale of real estate investment of $1,469,000
             for the year ended December 31, 1997.

             The Partnership ceased paying scheduled debt service on the
             mortgage note secured by International Jewelry Center, located in
             Los Angeles, California, in May, 1993, and since then had been
             paying debt service based on available cash flow from the
             building.  The loan was declared in default by the lender in
             November 1993, and the lender filed a Notice of Default and
             Election to Sell on March 3, 1995 and a Notice of Trustee's Sale
             on April 24, 1996.  Negotiations with the lender were concluded on
             May 22, 1996, when the title to the property was transferred to a
             designee of the lender.  Consideration for this conveyance was
             $238,000, subject to the first leasehold note and deed of trust,
             the balance of which was $33,899,000, and the assumption by the
             designee of the ground lease.  The Partnership recognized an
             extraordinary gain of $7,536,000 associated with the disposition.

             The Partnership stopped making regularly scheduled payments on the
             mortgage note secured by 1010 Market Street office building in
             May, 1996.  The lender filed a Notice of Default on May 9, a
             notice of Acceleration of Debt on May 22, and a Notice of
             Foreclosure Sale on August 1, 1996.  The property was sold on
             August 28, 1996 in a foreclosure sale.  The balance of the
             mortgage note at the date of foreclosure was $39,564,000, which
             resulted in a net gain through discharge of indebtedness of
             $4,415,000.

             In December 1995, the Partnership sold Sahara Palms Apartments for
             $12,000,000 in an all cash transaction.  The underlying mortgage
             note payable of $8,431,000 was retired and the Partnership
             recognized a net gain on sale of real estate investments of
             $3,964,000 for the year ended December 31, 1995.



     <PAGE>38
     (5) INVESTMENT IN JOINT VENTURE
             During 1992, the Partnership and an institutional investor (the
             "Investor") entered into a joint venture agreement where the
             Partnership contributed Riverbend Apartments for an agreed equity
             value of $14,250,000 and the Investor contributed $9,500,000 in
             cash.  The Partnership and the Investor held interests in the
             venture of 60% and 40%, respectively, and the Investor was
             entitled to a guaranteed return of 9.5% of its average investment,
             as defined in the joint venture agreement.  For financial
             reporting purposes, the Partnership recorded its investment in the
             joint venture at its net carrying amount of the property
             contributed, and no gain or loss was recognized.  All significant
             matters affecting the joint venture required the unanimous consent
             of the venturers.

             The following are the condensed financial statements (000's
             omitted) of the joint venture as of and for the period from
             January 1, 1997 through December 14, 1997 and the years ended
             December 31, 1996 and 1995 (See Note 1):

                                   BALANCE SHEETS

                                             1997          1996        1995
                                             ----          ----        ----

     Investment in real estate, net         $  --       $19,414      $19,935
     Current assets                            --           127          138
     Current liabilities                       --          (313)        (461)
                                            -------     -------      -------
     Venturers' capital                     $  --       $19,228      $19,612
                                            =======     =======      =======

                              STATEMENTS OF OPERATIONS

     Rent and other income                  $ 4,253     $ 4,580      $ 4,395
     Real estate operating expenses          (3,388)     (3,680)      (3,353)
                                            -------     -------      -------
     Net income                             $   865     $   900      $ 1,042
                                            =======     =======      =======

     On December 15, 1997, the Partnership purchased the 40% interest of its
     former co-venturer for $9,800,000 through a wholly owned limited liability
     company, and effectively became the sole owner of the property.  The
     assets and liabilities associated with ownership of the property are
     included in the consolidated balances of the Partnership at December 31,
     1997.  The Partnership expects to consummate the sale of the property
     within the next year, and accordingly, has included this investment in
     "real estate assets held for sale" on the accompanying consolidated
     balance sheet.



     <PAGE>39
     (6) MORTGAGE NOTES AND OTHER LOANS PAYABLE
     Mortgage notes and other loans payable consist of the following first
     liens:
     <TABLE>
     <CAPTION>
                                                                                                             Net Carrying Amount
                                                                                Annual                           December 31,
                           Original        Interest         Maturity         Installment    Amount Due           ------------
     Property            Principal(c)        Rate            Date            Payments(d)   at Maturity        1997          1996
     ------------------------------------------------------------------------------------------------------------------------------
     <S>                <C>                <C>         <S>               <C>              <C>            <C>           <C>
     Holiday Park        $ 3,700,000           9.00%        March 1999       $  357,252    $ 3,494,467    $ 3,517,983   $ 3,556,683

     Meadowwood           21,500,000           7.55       January 2004        1,914,996     18,979,461     21,223,992    21,500,000

     Riverbend (a)         4,000,000        Variable        April 1998    Interest Only      4,000,000      4,000,000        ---

     Plantation Center
     Shopping Plaza (b)    5,350,000        Variable     December 1997    Interest Only         ---            ---        5,350,000

     Cherry Hill           2,900,000           9.50     September 2000          109,941         ---            ---          345,695
                                                                                                          -----------   -----------
                                                                                                          $28,741,975   $30,752,378
                                                                                                          ===========   ===========
     <FN>
     (a) Unsecured demand note bearing interest at LIBOR plus 2.00%.  The interest rate charged at December 31, 1997 was 8.00%.
     (b) Property was sold and the underlying mortgage note was retired in December, 1997.
     (c) The mortgages are nonrecourse to the Partnership with the exceptions of the unsecured demand note (see (a) above)
     and the short-term note secured by Plantation Center (see (b) above).
     (d) Annual installment payments include principal and interest.
     </TABLE>


         Scheduled principal payments on mortgage notes payable are $4,365,963
         for 1998; $3,824,581 for 1999; $376,205 for 2000; $405,612 for 2001;
         $437,318 for 2002; and $19,332,296 thereafter.



     <PAGE>40
     (7) FEDERAL INCOME TAX INFORMATION
         A reconciliation of net income (loss) for financial reporting purposes
         to net income (loss) for Federal income tax reporting purposes is as
         follows:
     <TABLE>
     <CAPTION>
                                                                                               For the Years Ended December 31,
                                                                                            1997             1996             1995
                                                                                      -----------      -----------      -----------
     <S>                                                                              <C>              <C>              <C>
     Net income (loss) for financial reporting purposes                                $  399,770      $ 4,311,979      ($3,343,280)
     Adjustment to net gain on sales/dispositions of investments in real estate
       to reflect differences between tax and financial reporting bases
       of assets and liabilities disposed                                               4,437,640       23,749,150        3,772,180
     Adjustment for provision for loan and reserves for real estate losses                 -                -               103,122
     Difference between tax and financial statement equity in net income
       or loss of joint venture                                                          (566,673)         200,293         (275,132)
     Adjustment to interest expense to reflect non-deductibility of interest and
       amortization of discount on mortgage notes payable recognized for
       financial reporting purposes                                                        -             1,793,018        3,496,154
     Difference between tax and financial statement depreciation                         (640,157)      (2,356,788)      (4,196,258)
                                                                                       ----------      -----------      -----------
     Net income (loss) for Federal income tax reporting purposes                       $3,630,580      $27,697,652      ($  443,214)
                                                                                       ==========      ===========      ===========

     Net income (loss) per weighted average limited partnership unit
       for Federal income tax reporting purposes:
         Net ordinary loss per unit of Partnership interest                           ($      285)    ($     1,032)     ($    1,055)
         Average Capital (Sec.1231) gain per unit of
           Partnership interest                                                               753            4,605              998
                                                                                       ----------      -----------     ------------
                                                                                       $      468      $     3,573      ($       57)
                                                                                       ==========      ===========     ============
     Weighted average number of units of limited partnership
       interest outstanding                                                                 7,753            7,753            7,753
                                                                                      ===========      ===========     ============
     </TABLE>

         As of December 31, 1997 and 1996, the tax bases of the Partnership's
         assets and liabilities amounted to $39,804,000 and $38,681,000 of
         assets, and $29,681,000 and $32,188,000 of liabilities, respectively.


     (8) PROPERTY MANAGEMENT SERVICES
         Certain affiliates of the General Partner oversee the management and
         operations of various real estate properties, including those owned by
         the Partnership.  Services performed by affiliates are billed at
         actual or allocated cost, percentage of revenues or net equity.  For
         the years ended December 31, 1997, 1996 and 1995, such billings to the
         Partnership amounted to $537,319, $1,250,622, and $1,969,412,
         respectively, and are included in real estate operating expenses.



     <PAGE>41
     (9) COMMITMENTS AND CONTINGENCIES
         The Partnership is a party to certain actions directly arising from
         its normal business operations.  While the ultimate outcome is not
         presently determinable with certainty, the Partnership believes that
         the resolution of these matters will not have a material effect on its
         financial position or results of operations.

         The Partnership had secured irrevocable letters of credit in the
         amount of approximately $1,038,000 which primarily served as
         additional collateral securing certain financing.  These letters of
         credit were called upon in connection with the foreclosure of the 1010
         Market Street office building, and were repaid and retired in 1996.

         On November 6, 1997, Hugh Spencer, a limited partner who holds two
         units in the Partnership, filed a purported class action complaint, on
         behalf of himself and other persons similarly situated, against the
         Partnership and its general partner and other affiliates in the
         Supreme Court of the State of New York, County of New York, entitled
         Spencer v. SB Partners et. al., Index No. 120673/97.  The complaint
         alleges, inter alia, that the business of the Partnership can only be
         carried on at a loss, and that the general partner breached the
         partnership agreement and its fiduciary duties, and seeks a court
         decree of dissolution of the Partnership pursuant to Sections 63 and
         99 of the New York Partnership Law, an accounting from the general
         partner, the appointment of a receiver to wind up the Partnership's
         affairs and an award of costs and attorneys' fees to the plaintiff and
         the putative class.  The Partnership believes that it has meritorious
         defenses to the action and that the final outcome will not have a
         material adverse effect on its financial position or results of
         operations.


     (10) COMMERCIAL OPERATING LEASES
         The minimum rentals received on noncancelable commercial operating
         leases for the year ended December 31, 1997 was $2,752,851.  Minimum
         future rentals on noncancelable commercial operating leases for each
         of the four succeeding fiscal years are as follows: 1998 - $1,225,017;
         1999 - $969,889; 2000 - $603,143; 2001 - $434,929.  There are no
         minimum future rentals on noncancelable commercial operating leases
         for years ending after 2001.





     <PAGE>42
     <TABLE>
      SB PARTNERS
      SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
      DECEMBER 31, 1997
     <CAPTION>
                      Column A                    Column B                  Column C                     Column D
                                                                 Initial Cost to the Registrant            Costs
                                                             --------------------------------------     Capitalized
                                                                         Buildings and                 Subsequent to
                    Description                 Encumbrances     Land     Improvements     Total        Acquisition
     <S>                                       <C>            <C>          <C>          <C>            C>
     MULTI FAMILY RESIDENTIAL
       Nevada -
        Reno (Meadowwood)                        $21,223,992  $2,466,311   $19,057,859  $21,524,170        $5,060,187
       Florida -
        Holiday (Holiday Park -
           including undeveloped land)             3,517,983     458,342     4,043,354    4,501,696           706,258
                                                 -----------  ----------   -----------  -----------       -----------
                                                  24,741,975   2,924,653    23,101,213   26,025,866         5,766,445
                                                 -----------  ----------   -----------  -----------       -----------
     Real Estate Assets Held for Sale
     MULTI FAMILY RESIDENTIAL
       Georgia -
        Atlanta (Riverbend)                        4,000,000   3,764,385    17,068,377   20,832,762                 0

     OFFICE BUILDINGS
       New Jersey -
        Cherry Hill (Cherry Hill Office Park)              0     647,867     3,163,115    3,810,982           857,863
                                                 -----------  ----------   -----------  -----------       -----------
                                                   4,000,000   4,412,252    20,231,492   24,643,744           857,863
                                                 -----------  ----------   -----------  -----------       -----------
                                                 $28,741,975  $7,336,905   $43,332,705  $50,669,610        $6,624,308
                                                 ===========  ==========   ===========  ===========       ===========
     </TABLE>





     <PAGE>43
     <TABLE>
      SB PARTNERS
      SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
      DECEMBER 31, 1997
     <CAPTION>

                      Column A                                   Column E                        Column F

                                                Gross amount at which Carried at End of Year
                                                               (Notes a & c)
                                                                                                Accumulated
                                                               Buildings and                   Depreciation
                    Description                     Land       Improvements       Total        (Notes b & d)
     <S>                                       <C>            <C>            <C>             <C>
     MULTI FAMILY RESIDENTIAL
       Nevada -
        Reno (Meadowwood)                          $2,466,311    $24,118,046     $26,584,357      $11,982,227
       Florida -
        Holiday (Holiday Park -
           including undeveloped land)                458,342      4,749,612       5,207,954        1,307,877
                                                   ----------    -----------     -----------      -----------
                                                    2,924,653     28,867,658      31,792,311       13,290,104
                                                   ----------    -----------     -----------      -----------
     Real Estate Assets Held for Sale
     MULTI FAMILY RESIDENTIAL
       Georgia -
        Atlanta (Riverbend)                         3,764,385     17,068,377      20,832,762                0

     OFFICE BUILDINGS
       New Jersey -
        Cherry Hill (Cherry Hill Office Park)         647,867      3,445,166       4,093,033                0
                                                   ----------    -----------     -----------      -----------
                                                    4,412,252     20,513,543      24,925,795                0
                                                   ----------    -----------     -----------      -----------
                                                   $7,336,905    $49,381,201     $56,718,106      $13,290,104
                                                   ==========    ===========     ===========      ===========
     </TABLE>





     <PAGE>44
     <TABLE>
      SB PARTNERS
      SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
      DECEMBER 31, 1997
     <CAPTION>

                      Column A                    Column G      Column H         Column I

                                                                              Life on which
                                                                             Depreciation in
                                                                             Latest Statement
                                                  Date of         Date        of Operations
                     Description                Construction    Acquired       is Computed
     <S>                                       <S>            <S>           <S>
     MULTI FAMILY RESIDENTIAL
       Nevada -
        Reno (Meadowwood)                       1974 - 1977     May 1983      5 to 30 years
       Florida -
        Holiday (Holiday Park -
           including undeveloped land)          1972 - 1975     Jan 1991     7 to 27.5 years

     Real Estate Assets Held for Sale
     MULTI FAMILY RESIDENTIAL
       Georgia -
        Atlanta (Riverbend)                         1965        Dec 1997           N/A

     OFFICE BUILDINGS
       New Jersey -
        Cherry Hill (Cherry Hill Office Park)       1970        Sept 1993       40 years*

     <FN>
      *until reclassified on September 30, 1997
     </TABLE>





     <PAGE>45
     <TABLE>
         NOTES TO SCHEDULE III:
     <CAPTION>
                                                                                      1997           1996          1995
                                                                                      ----           ----          ----
     <S>                                                                        <C>            <C>            <C>
      (a)Reconciliation of amounts shown in Column E:
           Balance at beginning of year                                            $50,635,390   $152,423,911   $161,848,427
           Additions -
             Acquisitions (including cost of investment in joint venture
                 reclassified to cost of Riverbend Apartments - see below)          20,832,762              0              0
             Cost of improvements                                                      898,970      2,077,599      3,024,145

           Deductions -
             Dispositions of property                                              (15,073,204)  (103,866,120)   (12,448,661)
             Reclassification of accumulated depreciation of
                  real estate asset held for sale                                     (575,812)             0              0
                                                                                  ------------   ------------   ------------
           Balance at end of year                                                 $ 56,718,106   $ 50,635,390   $152,423,911
                                                                                  ============   ============   ============
                                                                                                                            .
      (b)Reconciliation of amounts shown in Column F:
           Balance at beginning of year                                           $ 18,278,229   $ 45,560,951   $ 45,595,714
           Additions -
             Depreciation expense for year                                           1,566,062      3,014,931      4,707,563

           Deductions -
             Accumulated depreciation on property disposed                          (5,978,375)   (30,297,653)    (4,742,326)
             Reclassification of accumulated depreciation of
                  real estate asset held for sale                                     (575,812)             0              0
                                                                                  ------------   ------------   ------------
           Balance at end of year                                                 $ 13,290,104   $ 18,278,229   $ 45,560,951
                                                                                  ============   ============   ============
      (c)Aggregate cost basis for Federal
           income tax reporting purposes                                          $ 70,024,970   $ 58,977,612   $160,374,153
                                                                                  ============   ============   ============
      (d)Accumulated depreciation for Federal
           income tax reporting purposes                                          $ 32,460,117   $ 36,899,911   $ 93,726,561
                                                                                  ============   ============   ============
     <FN>
                On December 15, 1997, the Registrant purchased the forty percent interest of its former co-venturer in
     Riverbend Apartments, becoming the sole owner of the apartment community.  The cost of the 40% interest was $9,800,000
     and included the interest in the other assets of the Venture as well as the real estate, net of the outstanding
     liabilities.  The balance of the Registrant's investment in joint venture, $10,958,513 was reclassified to the cost of
     the real estate acquired, and the entire balance was reclassified as real estate assets held for sale.  (See also the
     Liquidity and Capital Resources section of Management's Discussion and Analysis and Form 8-K, as amended, filed by the
     Registrant in connection with the purchase.)
     </FN>
     </TABLE>