SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the fiscal year ended         December 31, 2003
                           -----------------------------------------------------

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

For the transition period from ________________________________ to _____________

Commission file number         0-6103
                       ---------------------------------------------------------

                        Watermark Investors Realty Trust
             (Exact name of registrant as specified in the charter)

                                Texas                            75-1372785
------------------------------------------------------------ ------------------
                   (State or other jurisdiction of            (I.R.S. Employer
                    incorporation or organization)           Identification No.)

227 West Trade Street, Suite 2320, Charlotte, North Carolina        28202
------------------------------------------------------------ ------------------
               (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code  704/343-9334
                                                    ---------------------------

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

    Title of each class             Name of each exchange on which registered
           None                                        None
---------------------------       ----------------------------------------------


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

                 Shares of Beneficial Interest, $1.00 par value
                                (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 and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) 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. [ ]

         The aggregate market value of the 178,996 shares of Beneficial Interest
(voting securities) held by non-affiliates of the Registrant is not
ascertainable since no trading market presently exists for such shares.

         As of March 30, 2004, there were 542,413 shares of Beneficial Interest
of the Registrant.


                                       1

<PAGE>


                    DOCUMENTS INCORPORATED BY REFERENCE. None


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: This Annual Report, on Form 10-K, may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 which are not historical facts, and
involve risks and uncertainties that could cause actual results to differ
materially from those expected and projected. Such risks and uncertainties
include the following: general economic conditions and conditions specific to
the real estate industry including its cyclical nature, and competitive factors,
changes in generally accepted accounting principles, changes in federal tax laws
regarding Real Estate Investment Trusts, and the risk factors listed from time
to time in the Company's Securities and Exchange Commission filings.
Accordingly, there can be no assurance that the actual results will conform to
the forward-looking statements in the Annual Report.

                                     PART I

Item 1. Business.

     Watermark Investors Realty Trust (herein referred to as the "Trust" or
"Watermark" or the "Registrant") was originally organized as Ryan Mortgage
Investors pursuant to the Texas Real Estate Investment Trust Act under a
Declaration of Trust dated October 13, 1971. On March 6, 1984, its name was
changed to Arlington Realty Investors pursuant to an Amendment to the
Declaration of Trust. On December 5, 1995, the Trust's name was changed to
Watermark Investors Realty Trust pursuant to an Amendment to the Declaration of
Trust. The Trust has elected to be treated as a Real Estate Investment Trust
("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended. The Trust has, in the opinion of the Trust's management, qualified for
federal taxation as a REIT for each fiscal year subsequent to December 31, 1971.
Although not currently active, the Trust's primary business and only industry
segment has been investing in equity interests in real estate and related real
estate activities.

     During March 1995, the Trust formed a wholly owned subsidiary, Watermark
Texas 1, Inc., a Maryland corporation, and contributed its sole property to such
subsidiary.

Item 2. Properties.

     At December 31, 2003, the Trust's only significant asset was its ownership
interest in its subsidiary, Watermark Texas 1, Inc., which owns a parcel of
unimproved land consisting of approximately 4.5 acres located on Parker Road in
Houston, Harris County, Texas. On August 29, 2003, the Trustees voted to sell
the Parker Road property, and an sale agreement was executed on October 16, 2003
between Watermark Texas 1, Inc. and The Peterson Group, Inc., to sell the
property to the Peterson Group, Inc. for $510,000. The sales contract was filed
with Watermark's Form 10-Q for the period ended September 30, 2003, and is
incorporated herein by reference. The sale was originally expected to close in
the first quarter of 2004. However, The Peterson Group elected in January 2004
to decide to terminate the contract. The Board will meet in the 2nd quarter of
2004 to decide what course of action is appropriate. If the Board should decide
to pursue a sale of the Parker Road property, the proceeds of the sale will most
likely be used to pay down the Trust's debts. The anticipated carrying costs
associated with the Parker Road property are currently limited to property taxes
and maintenance.

Item 3. Legal Proceedings.

     At December 31, 2003, and thereafter through the date of this report, the
Trust was not a party, nor was any property or assets of the Trust subject, to
any material pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.



                                       2

<PAGE>


                                     PART II


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

     The Trust's shares of Beneficial Interest (the "Shares") are traded on a
sporadic basis. The Trust believes there has been no established independent
trading market for the Shares since the Shares were delisted from NASDAQ in
1988. A limited number of Shares are believed to have been traded in privately
negotiated transactions.

     No regular dividends on Shares were paid in 2003 or 2002. As of March 30,
2004, 542,413 Shares were held by approximately 300 holders of record.

Item 6. Selected Financial Data.

     The following table sets forth a summary of certain selected financial data
of the Trust. This summary should be read in conjunction with the Notes to
Financial Statements included at Item 8.



<TABLE>
<CAPTION>
                    (dollars in thousands, except per share)
                        For the Years Ended December 31,
                                      2003          2002           2001             2000           1999
                                      ----          ----           ----             ----           ----
<S>                               <C>           <C>           <C>           <C>               <C>
Statement of Operations Data
      Rental Operations, net            $-            $-             $-              $ -             $-
      Real estate sales, net             -             -              -                -              -
             Interest Income             -             -              -                -              -
        Gain on Sale of Land             -             -              -                -              -
         Net earnings (loss)         $(69)         $(44)          $(36)             (38)           (33)
   Earnings (loss) per share        $(.13)        $(.08)         $(.07)           $(.07)         $(.06)
     Distributions per share           $ -            $-             $-               $-            $ -
     Weighted average shares
                 outstanding       542,413       542,413        542,413          542,413        542,413
Balance Sheet Data
Total assets                            11             5              6                9              1
Shareholders' equity
(deficit)                            (369)        ( 300)          (256)            (220)          (182)
</TABLE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operation.

     Results of Operations

     Watermark has had no revenues for the three years ended December 31, 2003.
Watermark's sole real property consists of the Parker Road property. In February
of 1995, Watermark sold a 4,429 square foot strip of the Parker Road property to
the City of Houston, Texas, for $3,765. Watermark did not have any rental
operations in 2000, 2001, or 2002.


                                       3

<PAGE>


     Liquidity and Capital Resources

     Management currently plans for the subsidiary to sell the Parker Road
property at the first available opportunity. The anticipated carrying costs
associated with the Parker Road property are currently limited to property
taxes, insurance and maintenance. There are no other known material demands,
commitments, events or uncertainties that will result in or that are reasonably
likely to result in Watermark's liquidity increasing or decreasing in any
material way. However, in order to meet corporate expenses and the carrying
costs of the Parker Road property, Watermark will have to (i) raise additional
funds (possibly by selling or leasing the Parker Road property) or (ii) generate
additional funds (possibly by selling or leasing the Parker Road property).
There are no material commitments for capital expenditures.

     As of December 31, 2003, Watermark's significant contractual obligations,
including payments due by period, were as follows:



<TABLE>
<CAPTION>
                   Contractual Obligations                                        Payments due by period

                                                                 Total       Less than    1-3 years   3-5      More than 5
                                                                             1 year                  years        years
<S>                                                          <C>           <C>          <C>         <C>       <C>

                      [Long-Term Debt]                          $225,000                 $225,000
                 [Capital Lease Obligations]
                     [Operating Leases]
                   [Purchase Obligations]
 [Other Long-Term Liabilities Reflected on the Registrant's
                  Balance Sheet under GAAP]
                            Total                              $225,000                  $225,000
</TABLE>


     Inflationary Factors

     In recent years, inflation has neither increased Watermark's revenues from
operating assets nor beneficially affected the current value of its remaining
real estate assets to any significant degree.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

     Management does not believe the Company has any exposure to market risk
other than the risks commonly associated with ownership of real property.

Item 8. Financial Statements and Supplementary Data.



                                       4

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                                                           Page

Report of Farmer, Fuqua, & Huff, P.C.
            Independent Auditors..............................................6

Consolidated Balance Sheets as of December 31, 2003 and 2002..................7

Consolidated Statements of Operations for the years ended

December 31, 2003, 2002 and 2001..............................................8

Consolidated Statements of Shareholders' Equity (Deficit)

for the years ended December 31,  2003, 2002 and 2001.........................9

Consolidated Statements of Cash Flows for the years ended

December 31, 2003, 2002 and 2001..............................................10

Notes to Consolidated Financial Statements....................................11

Schedule III - Real Estate Investments and Accumulated Depreciation...........14

All other schedules are omitted since they are not required, are not applicable,
or the financial information required is included in the financial statements or
the notes thereto.



                                       5

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To Board of Trustees and Shareholders

Watermark Investors Realty Trust

We have audited the accompanying consolidated balance sheets of Watermark
Investors Realty Trust and subsidiary as of December 31, 2003 and 2002, and the
related consolidated statements of operations, shareholders' equity (deficit)
and cash flows for the years ended December 31, 2003, 2002 and 2001. These
consolidated financial statements are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Watermark Investors Realty Trust and subsidiary as of December 31, 2003 and 2002
and the results of their operations and their cash flows for each of the years
ended December 31, 2003, 2002 and 2001, in conformity with U.S. generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Trust will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Trust has no operating assets or
revenues, and is dependent upon the financial support of its shareholders. These
matters raise substantial doubt about the Trust's ability to continue as a going
concern. Management's plans in regard to these matters are also discussed in
Note 9. These consolidated financial statements do not include any adjustments
that might result from this uncertainty.

As more fully described in Note 2, Watermark Investors Realty Trust was
operating under a Plan of Complete Liquidation and Termination until June 30,
1994. The consolidated financial statements include adjustments to reflect
assets at their net realizable value as determined by the Trust's management.
The ultimate value of the assets will be determined at the time of sale and may
differ significantly from the value as determined by the Trust's management.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. Schedule III is presented
for the purpose of complying with the Securities and Exchange Commission's rules
and is not a required part of the basic consolidated financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic consolidated 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 consolidated financial statements taken as a whole.

FARMER, FUQUA, & HUFF, P.C.

Plano, Texas
March 27, 2004



                                       6

<PAGE>




                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002



<TABLE>
<CAPTION>
                                                      ASSETS
                                                                                              2003            2002
                                                                                              ----            ----
<S>                                                                                    <C>             <C>

Real estate                                                                               $168,588        $168,588
Less allowance for possible losses                                                       (168,588)       (168,588)
                                                                                         ---------       ---------
                                                                                             ---              ---
Cash                                                                                        10,538           4,740
                                                                                            ------           -----
                  Total assets                                                             $10,538          $4,740
                                                                                           =======          ======
                                  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities
         Note payable - related party                                                     $225,000        $180,100
         Accounts payable and accrued liabilities                                           18,417          14,423
         Accounts payable - related party                                                    4,000           3,000
         Accrued interest payable - related party                                          112,151          86,978
         Unclaimed dividends                                                                20,174          20,174
                                                                                            ------          ------
                  Total liabilities                                                        379,742         304,675

Shareholders' Equity (Deficit)
         Preferredshares of beneficial interest; $.01 par value; authorized,
                  10,000,000 shares; -0- shares issued and outstanding at
                  December
                  31, 2003 and 2002                                                          ---             ---
         Common shares of beneficial interest; $1.00 par value; authorized,
                  10,000,000 shares; 542,413 shares issued and outstanding at
                  December 31, 2003 and 2002                                               196,235         196,235
         Additional paid-in capital                                                         44,205          44,205
         Accumulated deficit                                                             (609,644)       (540,375)
                                                                                         ---------       ---------
                  Total shareholders' equity (deficit)                                   (369,204)       (299,935)
                                                                                         ---------       ---------
                  Total liabilities and shareholders' equity (deficit)                     $10,538          $4,740
                                                                                           =======          ======

        The accompanying notes are an integral part of these statements.
</TABLE>



                                       7

<PAGE>


                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  Years Ended December 31, 2003, 2002 and 2001



<TABLE>
<CAPTION>
                                                               2003               2002                2001
                                                               ----               ----                ----
<S>                                                       <C>                <C>                <C>
Revenues                                                     $   ---            $  ---              $  ---
                                                             ---------          ---------           --------
                                                                 ---               ---              $  ---
                                                             ---------          ---------           --------
Expenses

         Interest - related party                               25,173             20,112              16,766
         Property expenses                                       3,592              5,585               5,543
         Legal and professional                                 40,504             18,406              14,018
                                                                ------             ------              ------
                  Total expenses                                69,269             44,103              36,327
                                                                ------             ------              ------

NET LOSS                                                     $(69,269)          $(44,103)           $(36,327)
                                                             =========          =========           =========
Loss per share                                               $   (.13)          $   (.08)           $    (.07)
                                                             =========          =========           =========
Distributions per share                                      $     ---          $  ---              $     ---
                                                             =========          =========           =========
Weighted average shares of beneficial interest used in
         computing loss per share                              542,413            542,413             542,413
                                                               =======            =======             =======
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       8

<PAGE>



                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                  Years Ended December 31, 2003, 2002 and 2001





<TABLE>
<CAPTION>
                                          Shares of     Additional     Accumulated         Total
                                         Beneficial        Paid-in         Deficit
                                           Interest       Capital
<S>                                     <C>             <C>           <C>           <C>
Balance at January 1, 2001                 $196,235       $ 44,205      $(459,945)    $(219,505)
                                           ========       ========      ==========    ==========
         Net loss for the year                  ---            ---       $(36,237)     $(36,237)
                                           --------       --------       ---------     ---------
Balance at December 31, 2001               $196,235       $ 44,205      $(496,272)    $(255,832)
                                           ========       ========      ==========    ==========
         Net loss for the year                  ---            ---       $(44,103)     $(44,103)
                                           --------       --------       ---------     ---------
Balance at December 31, 2002               $196,235       $44,205       $(540,375)    $(299,935)
                                           ========       ========      ==========    ==========
         Net loss for the year                  ---            ---       $(69,269)     $(69,269)
                                           --------       --------       ---------     ---------
Balance at December 31, 2003               $196,235       $44,205       $(609,644)    $(369,204)
                                           ========       ========      ==========    ==========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       9

<PAGE>


                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Years Ended December 31, 2003, 2002 and 2001





<TABLE>
<CAPTION>
                                                                    2003         2002          2001
                                                                    ----         ----          ----
<S>                                                             <C>         <C>            <C>
Cash flows from operating activities
   Net loss                                                      $ (69,269)   $ (44,103)    $ (36,327)
      Adjustments to reconcile net loss to net cash used for
      operating activities
      Gain on sale of real estate                                      ---          ---             ---
      Increase (decrease) in accounts payable and accrued
      liabilities                                                    30,167       17,529        18,610
                                                                     ------       ------        ------
   Net cash used for operating activities                          (39,102)     (26,574)      (17,717)
Cash flows from financing activities                                 44,900       25,000        15,000
   Proceeds from
   loans                                                             ______       ______         _____
Net cash provided by financing activities                           $44,900      $25,000       $15,000
Increase (decrease) in cash                                           5,798      (1,574)       (2,717)
Cash at beginning of year                                             4,470        6,314         9,031
                                                                      -----        -----         -----
Cash at end of year                                                 $10,538       $4,470        $6,314
                                                                    =======       ======        ======
Supplemental cash flow information
   Cash paid for interest                                           $  ---      $  ---      $      ---
                                                                    -------     --------    ----------
   Cash paid for taxes                                              $  ---      $   ---     $      ---
                                                                    -------     --------    ----------
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       10

<PAGE>


                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Watermark was originally organized as Ryan Mortgage Investors pursuant to the
Texas Real Estate Investment Trust Act under a Declaration of Trust dated
October 13, 1971. On March 6, 1984, its name was changed to Arlington Realty
Investors pursuant to an Amendment to the Declaration of Trust. On December 5,
1995, the Trust's name was changed to Watermark Investors Realty Trust pursuant
to an Amendment to the Declaration of Trust. The Trust has elected to be treated
as a REIT under Sections 856 through 860 of the Internal Revenue Code. The Trust
has, in the opinion of the Trust's management, qualified for federal taxation as
a REIT for each fiscal year subsequent to December 31, 1971. Although not
currently active, the Trust's primary business and only industry segment has
been investing in equity interests in real estate and related real estate
activities. Under the Trust's Declaration of Trust and Bylaws, the Trustees, at
their option, may terminate the Trust's status as a REIT for federal income tax
purposes.

During March 1995, the Trust formed a wholly-owned subsidiary, Watermark Texas
1, Inc., a Maryland corporation, and contributed its sole property to such
subsidiary.

Principles of Consolidation

The consolidated financial statements include the accounts of Watermark, and its
wholly-owned subsidiary, Watermark Texas 1, Inc. All significant intercompany
transactions and accounts have been eliminated.

Real Estate

Watermark carries real estate at the lower of cost or estimated net realizable
value.

Allowance for Possible Losses

Watermark provides for possible losses on real estate when such amounts are
considered necessary after making periodic reviews of the estimated net
realizable values of the real estate.

Earnings (Loss) Per Share

Earnings (loss) per share (EPS) are calculated in accordance with Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS 128) which was
adopted in 1997 for all years presented. Basic EPS is computed by dividing
income available to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted EPS does not apply to Watermark
due to the absence of dilutive potential common shares. The adoption of SFAS 128
had no effect on previously reported EPS.

Consolidated Statements of Cash Flows

Watermark does not consider any of its assets to meet the definition of a cash
equivalent.


                                       11

<PAGE>


                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                        December 31, 2003, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Accounting Estimates

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.

Legal and Other Expenses

Legal and other expenses incurred for 2003, 2002 and 2001 include legal expenses
of approximately $27,000, $5,000 and $4,500 respectively.

Income Taxes

Watermark is qualified as a REIT. To retain its REIT qualification, Watermark
must restrict its investments principally to rental properties or notes secured
by real estate, and must not realize more than 30% of its gross income from gain
on the sale of real estate assets held for less than four years. In addition,
Watermark must pay out at least 95% of its taxable income, excluding capital
gains, as dividends, provided that Watermark pays tax at corporate rates on
capital gains not distributed. No distributions were required in 2003, 2002 or
2001, due to net operating losses.

NOTE 2 - PLAN OF LIQUIDATION AND TERMINATION

Watermark operated under a Plan of Complete Liquidation and Termination approved
by the shareholders in 1985 until June 30, 1994.

NOTE 3 - REAL ESTATE

At December 31, 2003 and 2002, Watermark's only real estate asset was a parcel
of unimproved land consisting of approximately 4.5 acres located on Parker Road
in Houston, Harris County, Texas. During 1992, a provision was made to reduce
the Parker Road land to its estimated net realizable value, which was determined
to be zero at December 31, 1992. During March 1995, the Trust formed a wholly
owned subsidiary and contributed the Parker Road property to such subsidiary. At
December 31, 2003 and 2002, the Trust's only significant asset was its ownership
interest in such subsidiary.

NOTE 4 - NOTE PAYABLE
<TABLE>
<CAPTION>
                                                                                      2003         2002
                                                                                      ----         ----
<S>                                                                               <C>          <C>

Note payable to Abbestate Holding, Inc., a related party that has a common          $225,000     $180,100
shareholder with Watermark, with an interest rate of 12%, uncollateralized, with    ========     ========
interest and principal due August 1, 2005.
</TABLE>


                                       12

<PAGE>



                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                        December 31, 2003, 2002 and 2001



NOTE 5 - FEDERAL INCOME TAXES

No Federal income taxes have been provided for financial statement purposes
because, as a REIT with no operating income, Watermark has no tax liability. At
December 31, 2003 net operating loss carryforwards of approximately $712,000
were available for tax purposes which, if not utilized, will expire at various
dates through 2023. Any deferred tax asset that would be associated with the net
operating loss carryforward has been reduced to $-0- due to recurring net
losses, no factors indicating that the trend of net losses will reverse and the
fact that if the trend did reverse, the net income from a REIT is not taxable as
long as specific REIT requirements have been met.

NOTE 6 - RELATED PARTY TRANSACTIONS

HPI Capital, LLC provides administrative and accounting services to the Trust
under supervision of the Trust's officers (two of whom are also officers of HPI
Capital, LLC). HPI Capital, LLC has not been compensated by the Trust for any
services rendered to the Trust until January 2001, when HPI Capital, LLC began
charging the Trust $1,000 per year for administrative and accounting services.
This amount has been accrued and is shown on the face of the balance sheet as
A/P- related party.

NOTE 7 - FINANCIAL INSTRUMENTS

The estimated fair values of Watermark's financial instruments at December 31,
2003 and 2002 follow:



                                       2003                          2002
                                       ----                          ----
                               Carrying         Fair       Carrying       Fair
                                 Amount        value         Amount      value
                                 ------        -----         ------      -----
                                                                             $
Cash                           $ 10,538     $ 10,538      $   4,740      4,740
Note payable-related party      225,000      225,000        180,100    180,100

The fair value amounts for each of the financial instruments listed above
approximate carrying amounts due to the short maturities of these instruments.

NOTE 8 - LIQUIDATING DISTRIBUTION

The recorded par value of the outstanding common shares of beneficial interest
has been reduced by $346,178, which represents the amount of a 1993 liquidating
distribution in excess of additional paid-in capital.

NOTE 9 - GOING CONCERN

The Trust has no operating assets or revenues. Its continuation as a going
concern is dependent upon the Trust's ability to raise additional capital from
its shareholders or from third parties. The shareholders are anticipated to
continue to provide such financial support to the Trust. However, there can be
no assurances that the shareholders will continue to provide such support or
that the Trust will be successful in raising additional capital from other
sources. Further, there can be no assurance, assuming the Trust successfully
obtains such support, that the Trust will achieve profitability or positive cash
flow.


                                       13

<PAGE>



                                                                    SCHEDULE III


                 WATERMARK INVESTORS REALTY TRUST AND SUBSIDIARY
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                        December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
       Description          Initial        Cost        Gross Amount    Valuation     Accumulated      Date     Depreciable
                            Cost to     Capitalized      at which      Allowance    Depreciation    Acquired   Life (years)
                           Watermark    Subsequent      Carried at
                                            to         December 31,
                                        Acquisition        2003
<S>                      <C>            <C>           <C>            <C>          <C>              <C>          <C>

 Undeveloped
 land Houston, TX           $162,729      $5,859         $168,588      $(168,588)    ---            Various        ---
                            ========      ======         ========      ==========    ==========
</TABLE>

A summary of activity in real estate and accumulated depreciation for the three
years in the period ended December 31, 2003 is as follows:

REAL ESTATE                               2003           2002          2001
-----------                               ----           ----          ----
Balance at beginning of year          $168,588       $168,588      $168,588
Sales                                      ---            ---           ---
Foreclosure additions                      ---            ---           ---
Improvements                               ---            ---           ---
                                      --------       --------      --------
Balance at end of year                $168,588       $168,588      $168,588
                                      ========       ========      ========
ACCUMULATED DEPRECIATION
Balance at beginning of year          $    ---       $    ---      $    ---
Sales                                      ---            ---           ---
Depreciation                               ---            ---           ---
                                      --------       --------      --------
Balance at end of year                $    ---       $    ---      $    ---
                                      ========       ========      ========


Item 9. Changes and  Disagreements  with Accountants on Accounting and Financial
        Disclosure.

     None.

Item 9A. Controls and Procedures.

Watermark's principal executive officer and principal financial officer have
concluded that, as of the end of the period covered by this report, Watermark's
disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
of the Securities Exchange Act of 1934, as amended) were effective, based on the
evaluation of these controls and procedures required by Rule 13a-15(b) or
15d-15(b) of the Securities Exchange Act of 1934, as amended.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

     The business affairs of the Trust are managed by, or under the direction
of, the Board of Trustees. The Trustees are responsible for the general
investment policies of the Trust and for such general supervision of the
business of the Trust conducted by officers, agents, employees, investment
advisors or independent contractors of the Trust as may be necessary to insure
that such business conforms to the provisions of the Declaration of


                                       14

<PAGE>


Trust. Pursuant to Article II, Section 2.1 of the Declaration of Trust, as
amended, of the Trust, there shall not be less than two (2), nor more than
fifteen (15), Trustees of the Trust. The number of Trustees shall be determined
from time to time by resolution of the Trustees and the current number of
Trustees is set at three (3). Trustees may succeed themselves in office and are
required to be individuals at least 21 years old not under legal disability and
at least a majority must be natural persons. Commencing with the 1996 annual
meeting of shareholders, the Board of Trustees of the Trust has been divided
into three classes, each class consists as nearly as possible of one-third of
the Trustees. The term of office of one class of Trustees expires each year. The
Trustees of the class elected at each annual meeting of shareholders hold office
for a term of three years.

     The current Trustees of the Trust (two of whom are also the executive
officers) are listed below, together with their ages, all positions and offices
with the Trust and their principal occupations, business experience and
directorships with other companies during the last five years or more.

     David S. Givner, 60, has been Trustee, President and Treasurer of the Trust
since December 5, 1995, and is also the President/Managing Director of HPI
Capital, LLC. Since 1992, Mr. Givner has been President and Chief Operating
Officer of various affiliates of HPI Capital, LLC. From 1987 until 1992, he was
Senior Vice President/Director of Leasing and Consulting Services for Williams
Real Estate Company based in New York, New York. Mr. Givner is also the sole
shareholder and the President of DAGI Corporation, a Delaware corporation and
the general partner of DAGI Limited Partnership, a Delaware limited partnership.
Mr. Givner beneficially owns 59,655 Shares through DAGI Limited Partnership.

     Simon Mizrachi, 55, has been Trustee of the Trust since December 5, 1995
and is also the President of Midatlantic Agency, Inc. a Florida corporation and
financial consulting company. Mr. Mizrachi has served as President of
Midatlantic Agency, Inc. since 1992. Mr. Mizrachi and Midatlantic Agency, Inc.
are the sole partners of MIZ Investors Associates, a Delaware general
partnership. Mr. Mizrachi has been a director and officer of PAZ Securities,
Inc., an NASD broker/dealer firm, since 1978. Mr. Mizrachi is an officer with
PAK Investors, Inc., Pudgie's Chicken, Inc., Topaz Securities, Inc., Topaz,
Inc., Cal-Mar, Inc., TMT Hanes, Inc., and TMT Sales, Inc. Mr. Mizrachi is also
an officer of various affiliates of MIZ Investors Associates and Midatlantic
Agency, Inc. Mr. Mizrachi beneficially owns 59,655 Shares through MIZ Investors
Associates.

     Michael S. Verruto, 43, has been Trustee, Vice President and Secretary of
the Trust since December 5, 1995 and is also the Vice President/Managing
Director of HPI Capital, LLC, a North Carolina limited liability company that
develops real estate. Since January 1990, Mr. Verruto has held various positions
with various affiliates of HPI Capital, LLC, all of which are active in real
estate development and management. Mr. Verruto is also the sole shareholder and
the President and Treasurer of Fletcher Napolitano Styles and Verruto Holding
Company, Inc., a Delaware corporation and the general partner of Fletcher
Napolitano Styles and Verruto Family Property Partners, L.P., a Delaware limited
partnership. Mr. Verruto beneficially owns 59,655 Shares through Fletcher
Napolitano Styles and Verruto Family Property Partners, L.P.

     Meetings and Committees of Trustees

The business affairs of the Trust are managed by, or under the direction of, the
Board of Trustees. During the fiscal year ended December 31, 2003, the Board of
Trustees held no formal meetings and no matters were handled by unanimous
written consent. Since Watermark is currently inactive (please see discussion in
Items 1 and 2 above), the Board of Trustees has determined that there is no need
for Watermark to have a standing audit, nominating or compensation committee,
and thus no such committees are in existence.

     Compliance with Section 16(a) of the Securities Exchange Act of 1934

Under the securities laws of the United States, the Trust's trustees, executive
officers, and any persons holding more than ten percent of the Trust's Shares
are required to report their ownership of the Shares and any changes in that
ownership to the Securities and Exchange Commission (the "Commission"). Specific
due dates for these reports have been established under applicable law and the
Trust is required to report any failure to file by these


                                       15

<PAGE>


dates during 2003. To the best knowledge of the current officers of the Trust,
all of these filing requirements were satisfied by its trustees and executive
officers and ten percent holders.

     Code of Ethics

Since, as discussed above, Watermark is currently inactive, and thus it's
directors and officers are not presently conducting ongoing operations for
Watermark, Watermark has not adopted a code of ethics.

     Audit Committee Financial Expert

Since Watermark does not have an audit committee, it does not have a financial
expert on any such committee.

Item 11. Executive Compensation.

Neither the trustees nor the officers of the Trust received salaries or other
cash compensation from the Trust for acting in such capacities during the year
ended December 31, 2003. The Trust has no retirement, annuity or pension plans
covering its trustees or officers. Based upon the Trust's current operations,
the Board of Trustees does not believe compensation will be paid or given in the
near future.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
         Security Ownership of Certain Beneficial Owner

According to the Share transfer records of the Trust and other information
available to the Trust, the following persons were known to be the beneficial
owners, as of March 30, 2004, of more than five percent (5%) of the outstanding
Shares of the Trust:



<TABLE>
<CAPTION>
                  Name and Address                                 Amount of                  Percent of Shares
                 of Beneficial Owner                          Beneficial Ownership              Outstanding(1)
<S>                                                         <C>                               <C>

Fletcher Napolitano Styles and                                     59,665(2)                       11.0(2)
Verruto Family Property Partners, L.P.(3)                            Shares
100 N. Tryon Street
Suite 5500
Charlotte, NC 28202
Attn: Michael S. Verruto

MIZ Investors Associates(4)                                        59,665(2)                       11.0(2)
6971 N. Federal Highway                                              Shares
Suite 203
Boca Raton, FL 33487
Attn: Simon and Joseph Mizrachi

DAGI Limited Partnership(5)                                        59,665(2)                       11.0(2)
100 N. Tryon Street                                                  Shares
Suite 5500
Charlotte, NC 28202
Attn: David S. Givner

Antapolis N.V.                                                     184,422(2)                      34.0(2)
c/o MeesPierson Trust                                                Shares
(Curacao) N.V.
Number 6 Curacao
Netherlands Antilles
Attn: John B. Goisiraweg
</TABLE>


                                       16

<PAGE>


(1)  Based on 542,413 Shares outstanding on March 30, 2004.

(2)  Does not include shares owned by others in group that filed a Schedule 13D
     dated November 10, 1994. The group consists solely of the four entities
     listed above, which collectively own 363,417 Shares or 67.0% of the issued
     and outstanding Shares.

(3)  Through his control of Fletcher Napolitano Styles and Verruto Family
     Property Partners, L.P., Michael S. Verruto is deemed the beneficial owner
     of 59,665 shares.

(4)  Through their control of MIZ Investors Associates, Simon and Joseph
     Mizrachi are deemed to share beneficial ownership of 59,665 shares.

(5)  Through his control of DAGI Limited Partnership, David S. Givner is deemed
     the beneficial owner of 59,665 shares.

     Security Ownership of Management

     According to the Share transfer records of the Trust and other information
available to the Trust, as of March 30, 2004, the current trustees and executive
officers of the trust beneficially owned the following Shares:

  Name and Offices of Beneficial          Amount of          Percent of Class(1)
               Owner                 Beneficial Ownership

   David S. Givner, Trustee,(3)           59,665(2)                11.0(2)
      President and Treasurer
    Simon Mizrachi, Trustee(4)            59,665(2)                11.0(2)
  Michael S. Verruto, Trustee,(5)         59,665(2)                11.0(2)
   Vice President and Secretary

    All trustees and executive            178,995(2)               33.0(2)
        officers as a group


(1)  Based on 542,413 Shares outstanding on March 30, 2004.

(2)  Does not include shares owned by others in group that filed a Schedule 13D
     dated November 10, 1994. The group consists solely of the four entities
     listed above, which collectively own 363,417 Shares or 67.0% of the issued
     and outstanding Shares.

(3)  Through his control of DAGI Limited Partnership, David S. Givner is deemed
     the beneficial owner of 59,665 shares.

(4)  Through their control of MIZ Investors Associates, Simon and Joseph
     Mizrachi are deemed to share beneficial ownership of 59,665 shares.

(5)  Through his control of Fletcher Napolitano Styles and Verruto Family
     Property Partners, L.P., Michael S. Verruto is deemed the beneficial owner
     of 59,665 shares.

Item 13. Certain Relationships and Related Transactions.

     Since December 5, 1995, HPI Capital, LLC has provided administrative and
accounting services to the Trust under the supervision of the Trust's officers
(two of whom are also officers of HPI Capital, LLC). HPI Capital, LLC has not
been compensated by the Trust for any services rendered to the Trust until
January 2001, when HPI Capital, LLC began charging the Trust $1,000 per year for
administrative and accounting services. This amount has been accrued and is
shown on the face of the balance sheet as A/P- related party.


                                       17

<PAGE>


Item 14. Principal Accounting Fees and Services.

     Audit Fees

     The aggregate fees billed, for each of the last two fiscal years, for
professional services rendered by Watermark's principal accountant for the audit
of Watermark's annual financial statements and review of financial statements
included in Watermark's Form 10-Q or for services that are normally provided by
Watermark's accountant in connection with statutory and regulatory filings or
engagements for those fiscal years, are as follows:

               2003                                2002
              $4,250                              $4,250

     Audit-Related Fees

     The aggregate fees billed in each of the last two fiscal years for
assurance and related services by Watermark's principal accountant that are
reasonably related to the performance of the audit or review of Watermark's
financial statements are as follows:

               2003                                2002
                $0                                  $0

     Tax Fees

     The aggregate fees billed in each of the last two fiscal years for
professional services rendered by Watermark's principal accountant for tax
compliance, tax advice, and tax planning are as follows:

               2003                                2002
               $750                                $750

Preparation of Federal Income Tax Return

     All Other Fees

     All other aggregate fees billed in each of the last two fiscal years for
products and services provided by Watermark's principal accountant are as
follows:


               2003                                2002
                $0                                  $0




Since Watermark does not have an audit committee, there are no audit committee
pre-approval policies and procedures in existence.


                                       18

<PAGE>



                                     PART IV

Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.



(a)  The following documents are filed as part of this report:

     1.   Consolidated Financial Statements:

               Balance Sheets as of December 31, 2003 and 2002.

               Statements of Operations for the years ended December 31, 2003,
               2002 and 2001.

               Statements of Shareholders' Equity for the years ended December
               31, 2003, 2002 and 2001.

               Statements of Cash Flows for the years ended December 31, 2003,
               2002 and 2001.

               Notes to Financial Statements.

     2.   Schedules:

               Schedule III - Real Estate Investments and Accumulated
               Depreciation.

               All other schedules are omitted since they are not required, are
               not applicable, or the information required is included in the
               financial statements or the notes thereto.

     3.   Exhibits:

               The following documents are filed as exhibits to this report:

               Exhibit
               Number           Description

               3.1   Declaration of Trust, as amended (Incorporated by reference
                     to Exhibit 3.1 to Registrant's Form 10-K for the year ended
                     December 31, 1995).

               3.2   By-laws, as amended (Incorporated by reference to Exhibit
                     3.1 to Registrant's Form 10-K for the year ended December
                     31, 1995).

               10.1  Contract of Sale and Purchase of Real Property, by and
                     between Watermark Texas One, Inc. and The Peterson Group,
                     Inc., dated as of October 16, 2003, incorporated by
                     reference to Exhibit 10.1 of Watermark's Form 10-Q for the
                     quarterly period ended September 30, 2003, filed on
                     November 14, 2003.

               21    List of Subsidiaries. (Incorporated by reference to Exhibit
                     21 to Registrant's Form 10-K for the year ended December
                     31, 1996).

               31(a) Certification of the Principal Executive Officer of
                     Watermark Investors Realty Trust, pursuant to Rule
                     13a-14(a) or 15d-14(a), as adopted pursuant to Section 302
                     of the Sarbanes-Oxley Act of 2002 (filed herewith).


                                       19

<PAGE>


               31(b) Certification of the Principal Financial Officer of
                     Watermark Investors Realty Trust pursuant to Rule 13a-14(a)
                     or 15d-14(a), as adopted pursuant to Section 302 of the
                     Sarbanes-Oxley Act of 2002 (filed herewith).

               32(a) Certification of the Principal Executive Officer of
                     Watermark Investors Realty Trust furnished pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002 (furnished herewith).

               32(b) Certification of the Principal Financial Officer of
                     Watermark Investors Realty Trust furnished pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002 (furnished herewith).

(b)  Reports on Form 8-K.

     During the last quarter of the period covered by this report, no reports on
Form 8-K were filed.



                                       20

<PAGE>


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, on this the 8th day of
April, 2004.

                        WATERMARK INVESTORS REALTY TRUST



                                               By: /s/ David S. Givner
                                                   -------------------
                                               David S. Givner
                                               Trustee, President and Treasurer

         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 date indicated.


          Signature                     Title                          Date

/s/ David S. Givner        Trustee, President and Treasurer        April 8, 2004
-------------------
David S. Givner            (Principal Executive Officer and
                           Principal Financial and Accounting
                           Officer)

/s/ Michael S. Verruto     Trustee, Vice President and Secretary   April 8, 2004
-----------------------
Michael S. Verruto



                                       21

<PAGE>


                                                                   Exhibit 31(a)

                            CERTIFICATION PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


     I, David S. Givner, certify that:

     1. I have reviewed this annual report on Form 10-K of Watermark Investors
Realty Trust;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

          c) Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the registrant's fourth fiscal quarter in the case
     of an annual report) that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

          a) All significant deficiencies and material weaknesses in the design
     or operation of internal control financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

     Date:  April 8, 2004               /s/ David S. Givner
                                        -------------------
                                        David S. Givner
                                        Principal Executive Officer


                                       22

<PAGE>


                                                                   Exhibit 31(b)

                            CERTIFICATION PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

     I, David S. Givner, certify that:

     1. I have reviewed this annual report on Form 10-K of Watermark Investors
Realty Trust;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

          c) Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the registrant's fourth fiscal quarter in the case
     of an annual report) that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

          a) All significant deficiencies and material weaknesses in the design
     or operation of internal control financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

     Date:  April 8, 2004              /s/ David S. Givner
                                       -------------------
                                       David S. Givner
                                       Principal Financial Officer


                                       23

<PAGE>


                                                                   Exhibit 32(a)

                            CERTIFICATION PURSUANT TO
                               SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Watermark Investors Realty Trust
(the "Company") on Form 10-K for the year ending December 31, 2003 as filed with
the Securities and Exchange Commission (the "SEC") on or about the date hereof
(the "Report"), I, David S. Givner, Principal Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

     A signed original of this written statement has been provided to the
Company and will be retained by the Company and furnished to the SEC or its
staff upon request.

 Date:  April 8, 2004                       /s/ David S. Givner
                                            -------------------
                                            David S. Givner
                                            Principal Executive Officer


                                       24

<PAGE>


                                                                   Exhibit 32(b)

                            CERTIFICATION PURSUANT TO
                               SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Watermark Investors Realty Trust
(the "Company") on Form 10-K for the year ending December 31, 2003 as filed with
the Securities and Exchange Commission (the "SEC") on or about the date hereof
(the "Report"), I, David S. Givner, Principal Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

         A signed original of this written statement has been provided to the
Company and will be retained by the Company and furnished to the SEC or its
staff upon request.


 Date:  April 8, 2004                       /s/ David S. Givner
                                            -------------------
                                            David S. Givner
                                            Principal Financial Officer



                                       25