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

                                     -------
                                    FORM 10-K
(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, 1998

                                  OR

[ ] 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 0-17626
Commission File Number 0-17853

                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                                       and
                     FFCA INVESTOR SERVICES CORPORATION 88-B
               (Exact Name of Co-Registrants as Specified in Their
                            Organizational Documents)

      Delaware                                               86-0588512
---------------------                               ----------------------------
(Partnership State of                               (Partnership I.R.S. Employer
    Organization)                                        Identification No.)

      Delaware                                               86-0588514
---------------------                               ----------------------------
(Corporation State of                               (Corporation I.R.S. Employer
   Incorporation)                                        Identification No.)

The Perimeter Center
17207 North Perimeter Drive
Scottsdale, Arizona                                             85255
---------------------------------------                       --------
(Address of Principal Executive Offices)                      (Zip Code)

Co-Registrants' telephone number, including area code: (602) 585-4500

Securities registered pursuant to Section 12(b) of the Act: None

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

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

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

         Indicate by check mark  whether the  Co-Registrants  (1) have 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
Co-Registrants were required to file such reports), and (2) have 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 is not contained  herein,  and will not be contained,
to the best of the Co-Registrants' 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]

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates of the Co-Registrants: Not applicable.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
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                                     PART I

ITEM 1. BUSINESS.

         GENERAL.  Scottsdale Land Trust Limited Partnership, a Delaware limited
partnership  (the  "Partnership"),  was  organized  on August 12, 1987 under the
Delaware Revised Uniform Limited  Partnership Act. The Partnership was organized
to (a) acquire approximately 261 gross acres of unimproved land (the "Property")
in Scottsdale,  Arizona; (b) develop roads, water, sewer, drainage,  utility and
similar on-site and off-site improvements  (collectively,  the "Infrastructure")
with respect to the Property;  (c) sell the Property on a parcel-by-parcel basis
after construction of the  Infrastructure;  and (d) make a participating,  first
mortgage  loan  to  Franchise  Finance   Corporation  of  America,   a  Delaware
corporation  ("FFCA"),  which is an  affiliate  of the  general  partner  of the
Partnership,  so that FFCA may acquire a parcel of land within the  Property and
construct an office building thereon.  The general partner of the Partnership is
FFCA Management Company Limited Partnership, a Delaware limited partnership (the
"General Partner").  Perimeter Center Management Company, a Delaware corporation
("PCMC"),  is the corporate general partner of the General Partner.  The General
Partner and PCMC have common ownership.

         FFCA Investor  Services  Corporation  88-B, a Delaware  corporation and
wholly-owned  subsidiary of PCMC, was incorporated on August 11, 1987. It serves
as the initial limited partner of the Partnership and the owner of record of the
limited  partnership  interests  in  the  Partnership.  FFCA  Investor  Services
Corporation 88-B assigns the limited  partnership  interests to investors in the
Partnership.  FFCA Investor Services Corporation 88-B conducts no other business
activity.  The  Partnership  and FFCA  Investor  Services  Corporation  88-B are
referred to collectively as the "Co-Registrants."

         THE OFFERING.  On June 14, 1988, the Co-Registrants  commenced a public
offering of $50 million in units of assigned limited  partnership  interest (the
"Units") in the  Partnership  pursuant to a Registration  Statement on Form S-11
under  the  Securities  Act of  1933,  as  amended.  The sale of the  Units  was
completed on November  23, 1988,  with a total of 50,000 Units sold to investors
at $1,000  per Unit for a total of $50  million.  Purchasers  of the Units  (the
"Holders")  acquired such Units from FFCA Investor Services  Corporation 88-B as
of that date. Subsequent to that date, no Holder has made any additional capital
contribution.   The  Holders   share  in  the   benefits  of  ownership  of  the
Partnership's assets, including its real property investments,  according to the
number of Units held in substantially the same manner as limited partners of the
Partnership.  After deducting  organizational and offering  expenses,  including
selling  commissions,  the financial advisory fee, property  acquisition fee and
due diligence expense  reimbursement payable to Shearson Lehman Hutton Inc., the
Partnership had $43.25 million in net offering proceeds following the conclusion
of the offering of the Units.

         ACQUISITION OF THE PROPERTY.  On June 7, 1988, the Partnership  entered
into a Purchase  Agreement for the Property with The Westcor  Company II Limited
Partnership,  an Arizona  limited  partnership  ("Westcor II"). The Property was
purchased by the Partnership on December 1, 1988,  with the  Partnership  paying

<PAGE>
$23,059,027  to Westcor II, and $854,158 in  capitalized  closing  costs,  for a
total acquisition price of $23,913,185 (including certain reimbursements).

         THE FFCA LOAN. On December 29, 1988,  the  Partnership  entered into an
Acquisition,  Construction  and Term Loan Agreement (the "Loan  Agreement") with
FFCA,  under which the  Partnership  agreed to loan FFCA up to a maximum of $8.5
million for the  acquisition  of a 4.6-acre  parcel of land within the  Property
(the "FFCA Parcel") and the construction of an office building (the "FFCA Office
Building").   (The  loan  for  the  acquisition  of  the  FFCA  Parcel  and  the
construction of the FFCA Office Building is referred to as the  "Acquisition and
Construction  Loan.") On the same date,  FFCA purchased the FFCA Parcel from the
Partnership  at a purchase  price of $704,214.  This amount was advanced to FFCA
under the  Acquisition  and  Construction  Loan.  The purchase price of the FFCA
Parcel was  determined by  independent  appraisal to be the fair market value of
the parcel.

         Construction  of the FFCA Office  Building was  completed  during April
1990 and the maximum $8.5 million was advanced to FFCA under the Acquisition and
Construction  Loan.  The FFCA Parcel  purchase price of $704,214 did not include
the portion of the cost of the  Infrastructure  that was  allocated  to the FFCA
Parcel  when  the  Infrastructure   was  completed.   The  construction  of  the
Infrastructure  was substantially  completed by the end of the second quarter in
1990;  therefore,  the  allocable  portion was added to the amount drawn by FFCA
under the Loan Agreement.  The total amount  allocated to FFCA was $197,371.  In
accordance with generally accepted accounting principles, the sale of the parcel
to FFCA will be  recognized  when the  amounts  loaned to FFCA are repaid to the
Partnership.

         In  accordance  with  the  terms  of  the  Loan  Agreement,   when  the
Acquisition  and  Construction  Loan  expired  in April  1990,  the  outstanding
principal balance was converted into a long-term  permanent loan (the "Permanent
Loan").  The Permanent Loan provides for payments of interest only, at a rate of
ten  percent per year,  until  maturity  (May 1,  2000),  at which time the full
principal  amount must be repaid to the  Partnership.  FFCA is  obligated to pay
this  interest on a monthly  basis for interest  accrued in the previous  month.
FFCA has made all payments of interest on a timely basis. The payments were paid
to, and monitored by, an independent  trustee on behalf of the Partnership.  The
Permanent Loan also provides for the payment of additional interest ("Additional
Interest")  upon maturity  based upon the increase,  if any, in the value of the
FFCA Office Building.  The amount of Additional Interest,  if any, to be paid by
FFCA to the Partnership will equal the greater of (a) 30% of the increase in the
value of the FFCA Office  Building  (including  the FFCA  Parcel) at the time of
maturity of the Permanent Loan or (b) $1,130,000. The General Partner guarantees
the obligations of FFCA under the Loan Agreement.

         Currently,  FFCA is  obligated  under the Loan  Agreement  for  monthly
interest  payments  to the  Partnership.  The  failure  of FFCA to  perform  its
obligations under the Loan Agreement would have a material adverse effect on the
Partnership  since the  Partnership  expects to use the payments  under the Loan
Agreement,  in addition to the reserve  established from the net proceeds of the
offering  of the Units and the  interest  earned  on such  reserve,  to meet its
operating  expenses.  FFCA is a  self-administered  real estate investment trust
that invests in chain store real estate  throughout  the United  States.  FFCA's
common  stock is listed  and  traded on the New York  Stock  Exchange  under the
symbol  "FFA." The FFCA  Office  Building  influences  the  quality and style of
further  development of the Property,  which is known as "The Perimeter Center."
The FFCA Office  Building  contains  approximately  56,000 square feet of office
space and approximately 40,000 square feet of underground parking.

                                       2
<PAGE>
         DEVELOPMENT  OF THE  PROPERTY.  The  Partnership's  primary  investment
objective  is to  achieve  capital  appreciation  of the  Property  through  the
development of the unimproved  land and the subsequent sale of the improved land
on a  parcel-by-parcel  basis.  Improvement  of the Property has primarily  been
accomplished  by implementing a master plan for the development of the Property,
developing  the  Infrastructure  and financing the  acquisition  of land and the
construction of the FFCA Office Building.

         To enhance and protect the value of the Property,  the  Partnership has
prepared and recorded certain conditions,  covenants and restrictions concerning
land use, which consist of general  guidelines for the orderly  development  and
improvement of the Property.  These guidelines address such land use concerns as
excavation,  landscaping,  signs,  parking areas,  setbacks,  artwork,  building
materials and construction designs, exterior lighting and access to utilities. A
property owners'  association,  Perimeter Center Owners  Association,  Inc. (the
"Owners  Association"),  was formed to further  enhance the  development  of the
Property.  The Owners Association is an Arizona nonprofit  corporation organized
to  oversee  the  maintenance,  preservation  and  architectural  control of the
Property and to promote the health,  safety and welfare of the property  owners.
Each  property  owner,  including  the  Partnership,  is a member of the  Owners
Association and a board of directors manages its affairs.

         Of the proceeds from the offering, approximately $9 million was used to
construct the Infrastructure, including roads, water, sewer, drainage, sidewalks
and other  infrastructure.  The construction of the Infrastructure was completed
in 1990. To the extent  permitted by local  government  authorities  and utility
companies, telephone, electrical and cable television lines serving the Property
have been placed  underground to enhance the  appearance and  development of the
Property.  The General Partner believes that the Infrastructure will benefit the
Property and its  development  and sale. The General Partner does not anticipate
any material additions to the cost of the Infrastructure.

         In September  1998,  the Pima Freeway  construction  began between Shea
Boulevard and Princess  Drive (at the north end of The Perimeter  Center).  This
4.4-mile  segment of the Pima  Freeway is scheduled to open to traffic by summer
2001. Current activity includes extensive  underground work involving relocation
of existing  utilities and  construction  of new water and sewer lines,  and the
construction of bridges just south of The Perimeter  Center at Bell Road,  Frank
Lloyd Wright  Boulevard and at the Central  Arizona  Project Canal where freeway
and frontage road crossings must be completed. In February 1999, southbound Pima
Road was  closed at  Princess  Drive and all  southbound  traffic  is now routed
through The Perimeter Center on Princess Drive and over the Greenway-Hayden Loop
Bridge   located   southwest  of  the  Property.   The  Arizona   Department  of
Transportation anticipates restoration of two-way traffic along Pima Road by the
end of 1999.

         With this accelerated  development,  two potential  development matters
were raised.  The Federal  Emergency  Management Agency ("FEMA") worked with the
City of Scottsdale on area drainage solutions through the formation of the Reata
Pass Wash Desert Greenbelt Improvement District (the "District").  The Perimeter
Center  would be included in the  District.  Currently,  the  implementation  of
improvements within the District has been placed on hold while the Army Corps of

                                       3
<PAGE>
Engineers  determines  whether or not an  environmental  impact  study about the
effects of the project is necessary.  Accordingly,  the annual assessments to be
levied against  property owners in The Perimeter  Center  commencing in the year
2000 may be delayed  pending a final  determination  by the Army Corps as to the
future of the project. In the event the project is approved, the General Partner
believes  that it will not have a  significant  impact  on the  Partnership.  In
addition,  the Arizona Department of Transportation had notified the Partnership
that it wished to  purchase  certain  acreage  on the  eastern  boundary  of the
Property  for the purpose of widening  the frontage  road  southbound  along the
proposed  Pima  Freeway.   On  August  25,  1998,  the  Arizona   Department  of
Transportation  purchased  from the  Partnership  3.73  acres for  approximately
$1,625,000 for right-of-way frontage along the Pima Freeway.

         RECENT PARCEL SALES  ACTIVITY.  During 1998, the  Partnership  sold six
land parcels  aggregating 15 acres to unaffiliated third parties.  The following
is a description of Property sales that closed in 1998:

         OLYMPIA LABS.  Olympia Labs, a vitamin company,  purchased 2.5 acres on
March 20, 1998 for approximately $870,000. The site will be used as the location
of its corporate headquarters.

         ISMART,  LLC.  On March 25,  1998,  ISMart  LLC,  a  computer  software
company,  purchased a 2.6-acre parcel for approximately  $900,000 to be used for
construction of an office building.

         G.G. LLC. The sale  transaction  with G.G. LLC closed on June 30, 1998.
G.G. LLC purchased a 2.73-acre site for  approximately $1 million to be used for
the construction of an insurance agency headquarters building.

         WEISS INVESTMENTS.  Weiss Investments  purchased 2.13 acres of land for
approximately  $870,000  on July  23,  1998.  The  parcel  will be used  for the
construction of an office building.

         ARIZONA DEPARTMENT OF  TRANSPORTATION.  On August 25, 1998, the Arizona
Department  of  Transportation  purchased  3.73 acres of land for  approximately
$1,625,000 to be used as  additional  right-of-way  frontage  along the proposed
Pima Freeway.

         USF BESTWAY.  On October 30, 1998,  USF Bestway  (formerly  TNT Bestway
Transportation,  Inc.) purchased  approximately 1.76 acres, adjacent to the site
it  purchased  in 1996,  for  approximately  $460,000.  The site will become the
freight transportation company's regional office, covering California to Texas.

         As of March 4,  1999,  the  Partnership  had  sold  (including  parcels
currently in escrow)  approximately 65% of the net usable acres in The Perimeter
Center.  The  Partnership  has in escrow three parcels of land,  totaling  15.38
acres,  to be sold to two buyers.  One buyer  expects to close in April 1999 and
the other is  scheduled to close by the end of June 1999.  One buyer  intends to
develop  an  office  building  and the other  intends  to  develop a hotel  with
restaurants and conference facilities located on the only retail-zoned parcel in
The Perimeter Center.

         COMPETITION AND REAL ESTATE ACTIVITIES NEAR THE PERIMETER  CENTER.  The
Partnership's major sources of competition are other office parks located in the
greater Phoenix  metropolitan  area,  which have vacant land for sale. There are
several real estate  projects in various  stages of completion  located near The
Perimeter  Center and some include  plans for the  construction  of  speculative

                                       4
<PAGE>
commercial office buildings. The building of speculative commercial office space
in the area of The Perimeter Center could lead to an oversupply of office space,
reducing demand for parcels comprising the Property.  The following is a general
description of real estate activities near The Perimeter Center.

         Kierland  is  a  mixed-use  project  located  approximately  two  miles
southwest of The Perimeter  Center.  This project has approximately 235 acres of
commercially  zoned land, with 87 acres zoned for retail pad sites and 106 acres
designated for commercial  office use. The office parcels consist of seven sites
in various parcel sizes.  All parcels have been sold except a 3.25-acre  parcel.
At the present time, four buildings,  totaling approximately 225,000 square feet
have been built at Kierland.  Except for minor vacancy,  all buildings have been
leased.  During 1999, there are plans to build a speculative  79,000-square foot
office  building  and a  120,000-square  foot office  building at  Kierland.  In
addition,  the first phase of another  project at Kierland is planned to include
three  buildings (two at 80,000 square feet each and one at 110,000 square feet)
for a total of 270,000 square feet. A second phase of this project is planned to
include a 200,000 square foot office building in the year 2000 or 2001.

         Northsight  is a business park located less than two miles south of The
Perimeter  Center along Pima Road.  It consists of 320 acres,  with mixed zoning
including   industrial   and  various   retail  and   commercial   office  uses.
Approximately 70 acres are currently in escrow with sites ranging from 3.5 acres
to 44 acres.  Approximately 50 acres remain to be sold.  Development activity in
the Northsight area includes the first phase of the Scottsdale Corporate Center,
a 65,000-square  foot office building that is completed and currently being held
for lease and a 91,000-square  foot speculative  office building currently under
construction.   Proposed  speculative   development  planned  for  1999  in  the
Northsight   area  includes  a   130,000-square   foot  office  building  and  a
150,000-square foot office building.

         To the north and east of The Perimeter Center, development continues on
three major residential developments.  The closest of these is McDowell Mountain
Ranch,  which is  anticipated to have 4,400 homes when fully  completed.  To the
east and north of McDowell  Mountain Ranch is DC Ranch,  which is anticipated to
have 8,300 homes when  completed.  DC Ranch also plans to develop 275,000 square
feet of  commercial  space,  including  150,000  square feet of retail space and
125,000  square feet of  commercial  office  space.  The first of three  planned
commercial  office  buildings  is  currently  under  construction  at DC  Ranch,
representing  approximately  24,500 square feet, of which  approximately  15,000
square  feet is  pre-leased.  North  of The  Perimeter  Center  is the  Grayhawk
development,  with 7,400 homes planned and two championship  public golf courses
now open.  The  development  includes  22 acres  zoned for  retail  development,
including  neighborhood  shopping  center with a grocery store,  and a specialty
retail center yet to be developed.

         Immediately to the south of The Perimeter Center, across Bell Road, two
gated apartment communities and one condominium complex are in various stages of
development.  Scottsdale Links Apartments,  a three-story,  228-unit development
opposite the  intersection  of Perimeter Drive and Bell Road has been completed.
Also under development are the Gleneagles Apartments,  a 448-unit development to
the west of Scottsdale Links and Montana del Sol, a 102-unit condominium complex
to the west of Gleneagles Apartments.

                                       5
<PAGE>
         MANAGEMENT CONTRACT. In accordance with its partnership agreement,  the
Partnership  entered  into an exclusive  management  contract  (the  "Management
Agreement")  with  Westcor II to develop  the  Infrastructure  and to manage the
Property.   The  following  paragraph   summarizes  certain  provisions  of  the
Management Agreement, which is referenced in the Exhibit section to this Report.
The  summary  is not  intended  to be  complete,  and  reference  is made to the
Management Agreement for further detail.

         Westcor II receives  certain  fees under the  Management  Agreement  in
connection  with the  management  of the  Property.  Westcor II  provides  these
property  management  services on an exclusive basis,  based on the terms of the
Management  Agreement.  During 1998, 1997 and 1996,  Westcor II received $36,000
each  year in fees  from the  Partnership  under the  Management  Agreement,  in
accordance  with the 1994 amendment to the original  Management  Agreement.  The
1994  amendment  provided  that the  property  management  fee be  reduced  from
$125,000  per year to $36,000 per year.  The  Management  Agreement is renewable
annually unless canceled at the discretion of the Partnership or Westcor II.

         PARCEL  LEASING.   Although  it  is  not  currently  anticipated,   the
Partnership  may  develop or lease  Parcels  to take  advantage  of  development
opportunities,  but will not build office or other buildings which have not been
partially  pre-leased  prior to the  commencement of  construction.  The General
Partner's  policy will be to receive leasing  commitments  representing at least
25%  of the  space  available  for  leasing  prior  to  beginning  construction.
Construction  would begin with a lesser percentage of commitments only in rental
markets that indicate, in the General Partner's opinion, sufficient demand. Such
development  may be financed  through  cash  reserves of the  Partnership,  debt
secured by the  developed  parcel or other  available  sources of  capital.  The
Partnership may also enter into participating or non-participating  subordinated
or  unsubordinated  ground leases to encourage  development of the Property.  No
such leases are currently under consideration.

         ADDITIONAL  INFORMATION.  Compliance with federal, state and local laws
regarding the discharge of materials into the environment or otherwise  relating
to the protection of the  environment  has not had, and is not expected to have,
any  adverse  effect upon  capital  expenditures,  earnings  or the  competitive
position of the  Partnership.  The  Partnership  is not presently a party to any
litigation or administrative proceeding with respect to its compliance with such
environmental  standards. In addition, the Partnership does not anticipate being
required to spend any funds in the near future for  environmental  protection in
connection with its operations.

         The  Partnership  does not believe  that any aspect of its  business is
significantly seasonal in nature.

         No portion of the Partnership's business is subject to renegotiation of
profits or  termination  of  contracts  or  subcontracts  at the election of the
United States Government.  The Partnership does not manufacture any products and
therefore does not require any raw materials in order to conduct its business.

         The  Partnership  and FFCA  Investor  Services  Corporation  88-B  (the
initial limited partner) have no employees.

                                       6
<PAGE>
         The   Partnership  has  completed  its  assessment  of  its  Year  2000
preparedness  and has determined  that any potential  consequences  of Year 2000
issues will not have a material effect on the Partnership's business, results of
operation or financial condition. The Partnership's only business is the sale of
land parcels in The Perimeter  Center and, as of March 4, 1999,  over 65 percent
of the land  parcels  have been  sold.  Upon the sale of the  remaining  15 land
parcels,  the  Partnership  will  liquidate and distribute its net assets to the
limited partners. In the ordinary course of business,  the Partnership has a low
volume  of  transactions  and very  few  vendors  and  customers.  Its  business
processes  are  either  performed  using  software  that is  already  Year  2000
compliant or could be performed manually. It is not anticipated that there would
be a material  impact on the  Partnership's  business,  operations  or financial
condition  if any of its  customers  or vendors do not timely  become  Year 2000
compliant.

         FACTORS  AFFECTING  FUTURE  OPERATING  RESULTS.  The  provisions of the
Private Securities  Litigation Reform Act of 1995 (the "Act"),  became effective
in December  1995.  The Act  provides a "safe  harbor" for  companies  that make
forward-looking statements providing prospective information.  The "safe harbor"
under the Act relates to  protection  for  companies  with respect to litigation
filed on the basis of such forward-looking statements.

         The  Partnership   wishes  to  take  advantage  of  the  "safe  harbor"
provisions of the Act and is therefore  including  this section.  The statements
contained herein, if not historical,  are forward-looking statements and involve
risks and  uncertainties  which are  described  below  that could  cause  actual
results to differ materially from the results,  financial or otherwise, or other
expectations described in such forward-looking statements.  These statements are
identified with the words "anticipated,"  "believes,"  "expected," "intends," or
"plans,"  or words of similar  meaning.  Therefore,  forward-looking  statements
should  not  be  relied  upon  as a  prediction  of  actual  future  results  or
occurrences.

         The  Partnership's  future  results may be subject to certain risks and
uncertainties including the following:

        +   Adverse changes in general economic  conditions and local conditions
            such as excessive building resulting in oversupply of existing space
            or decrease in employment resulting in reduced demand for commercial
            or office space

        +   General  factors  affecting  real estate values  including  possible
            federal,  state or local  regulations and controls  affecting rents,
            prices  of  goods,   fuel,   energy  and  water   consumption,   the
            environmental  impact  of  new  construction,  increased  labor  and
            material  costs,  the   attractiveness   of  the  Property  and  the
            neighborhood in which it is located,  changes in  environmental  and
            zoning laws, and changes in taxes affecting real property

        +   Increased  interest  rates and/or less  availability  of  financing,
            resulting in fewer sales of the Property and/or a lower value of the
            Property

        +   The absence of any  assurance of an increase in or retention of land
            values

                                       7
<PAGE>

        +   Factors specific to the Phoenix and Scottsdale, Arizona area:

        +   Construction  on  the  Loop  101  freeway  in  the  vicinity  of The
            Perimeter  Center  commenced in February  1999,  and resulted in the
            southbound  closure of Pima Road south of  Princess  Boulevard.  The
            impact of this  construction  activity on property  sales  cannot be
            ascertained

        +   Competition  with other owners of unimproved  and improved  land, as
            well as with established  companies,  private  investors  (including
            foreign   investors),   real  estate  investment   trusts,   limited
            partnerships  and  other  entities  (many of which  possess  greater
            resources  than the  Partnership)  in  connection  with the sale and
            leasing of properties

        +   Oversupply of office,  industrial and retail space,  reducing demand
            for parcels comprising the Property

        +   Slowing of population and job growth in Arizona

        +   The supply of unimproved land in the Phoenix metropolitan area

        +   The  lack  of  assurance  of   anticipated   growth  in  commercial,
            industrial and retail  activity,  or that any such  development will
            have a significant favorable impact on the value of the Property

ITEM 2. PROPERTIES.

         Upon completion of the Partnership's public offering and acquisition of
the Property,  the Partnership owned debt-free  approximately 261 gross acres of
improved land located at the northwest  corner of the  intersection  of Bell and
Pima Roads in  Scottsdale,  Arizona which is zoned for  commercial  development.
Approximately  75% of the Property's  gross acres constitute net acres available
for sale or lease after the deduction of land  dedicated for  rights-of-way  for
streets and other land not available for  development.  Infrastructure  in place
includes gas, sewer,  water,  electricity,  telephone,  and all streets,  curbs,
gutter and sidewalk work. At March 4, 1999, the Partnership had approximately 85
acres  remaining to be sold, of which 15 acres  comprise  parcels in escrow. The
Property is located north of downtown Scottsdale,  Arizona and approximately two
miles from the Scottsdale Airport, a business commuter terminal.

         The  following is a  description  of the Property  sales that have been
consummated (excluding sales in escrow) as of March 4, 1999.

         FFCA OFFICE  BUILDING.  On December 29, 1988, FFCA entered into an $8.5
million Acquisition, Construction and Term Loan Agreement for the acquisition of
a 4.6-acre parcel of land and the  construction  of an office  building  thereon
containing  approximately  56,000  square  feet of office  space,  approximately
10,000 square feet for display by the Fleischer Museum, and approximately 40,000
square feet of underground  parking. The construction of the Office Building was
completed  in April 1990.  FFCA is a  self-administered  real estate  investment
trust that invests in chain store real estate throughout the United States.

         PACESETTER, INC. The initial sale transaction with Pacesetter,  Inc., a
subsidiary of St. Jude Medical, Inc. based in St. Paul, Minnesota, was completed

                                       8
<PAGE>
on January 17, 1996. It involved the sale of an 11.8-acre  parcel for a price of
approximately $2.6 million.  The transaction also gave Pacesetter,  Inc. a right
of first refusal and option to purchase an additional 6 adjacent  acres. On July
10, 1997,  Pacesetter,  Inc. exercised its option to purchase this acreage for a
sales  price of  approximately  $1.3  million.  The new site is part of St. Jude
Medical, Inc.'s plans to expand its pacemaker business.  Construction of the new
facility was completed in February 1997.

         USF BESTWAY  (FORMERLY  TNT BESTWAY  TRANSPORTATION,  INC.) The initial
sale transaction with USF Bestway was completed on February 6, 1996. It involved
the sale of a 4.8-acre parcel for a sales price of approximately $1 million.  On
October 30, 1998, USF Bestway purchased  approximately  1.76 acres,  adjacent to
its original site, for approximately  $460,000. The site will become the freight
transportation   company's  regional  office,   covering  California  to  Texas.
Construction of the regional headquarters began in February 1999.

         G & D  PARTNERSHIP.  The sale  transaction  with G & D Partnership  was
completed  on June 19, 1996.  It involved  the sale of a 1.64-acre  parcel for a
sales price of  approximately  $440,000.  G & D Partnership  operates  Linthicum
Constructors,   a  construction   company  in  the  Southwest,   and  built  its
award-winning corporate headquarters on the site.

         INTEGRATED CIRCUIT ENGINEERING  CORPORATION.  The sale transaction with
Integrated Circuit  Engineering  Corporation (ICE) was completed on December 23,
1996.  It  involved  the  sale  of a  3.8-acre  parcel  for  a  sales  price  of
approximately $1 million.  ICE serves the semiconductor  industry through market
research,  consulting,   publications,  seminars  and  semiconductor  laboratory
services. The new site is the corporation's world headquarters.

         COYOTE VIEW PLAZA,  L.L.C.  The sale transaction with Coyote View Plaza
L.L.C.  was  completed on January 15, 1997.  It involved a 2.1-acre  parcel that
sold for  approximately  $500,000.  Construction  was  completed in 1997 on this
medical and dental facility.

         PRIVATE  INVESTOR  TRANSACTION.  The sale  transaction  with a  private
investor was  completed on February 20, 1997. It involved the sale of a 1.8-acre
parcel for a sales price of  approximately  $600,000.  The site is the corporate
headquarters  for  Discover  the World  Marketing,  which  outsources  marketing
activities for the airline industry  throughout the world. An 18,000-square foot
facility was built; a portion of which is leased office space.

         HELMHOLDT FAMILY  TRUST/CORNWELL GROUP. The first sale transaction with
these  entities was  completed on February 28, 1997. It involved the sale of two
parcels  of land  totaling  6.2 acres for a sales  price of  approximately  $1.8
million.  The second sale  transaction  closed on May 30, 1997 and  involved the
sale of a  4.6-acre  parcel  for  approximately  $1.3  million.  The third  sale
transaction  was  completed  on  September  16, 1997 and  involved the sale of a
3.8-acre parcel for approximately $1.2 million. New  office/warehouse  buildings
were built and are fully leased.

         ADDITIONAL  PRIVATE  INVESTORS  TRANSACTION.  The sale transaction with
private  investors  was  completed  on April 8, 1997 and  involved the sale of a
2-acre parcel for approximately  $500,000. The completed facility is an interior
design center for Est Est, Inc.

         PERIMETER   PROFESSIONAL  OFFICES,  LLC.  On  May  5,  1997,  Perimeter
Professional  Offices,  LLC purchased a 3.6-acre parcel for  approximately  $1.3
million. Two professional office facilities will be built on the site.

                                       9
<PAGE>
         BILTMORE  PERIMETER  LLC. On August 27, 1997,  Biltmore  Perimeter  LLC
purchased an 8.7-acre parcel for approximately  $2.7 million for the development
of a professional office facility.

         GREEN TREE FINANCIAL CORPORATION.  The sale transaction with Green Tree
Financial  Corporation was completed on September 10, 1997 and involved the sale
of  eight  parcels   totaling  16.7  acres  for  an  aggregate   sale  price  of
approximately $5.4 million.  An office complex is currently being constructed on
the site.

         CARLSON REAL ESTATE.  The sale transaction with Carlson Real Estate was
completed on October 15, 1997. Carlson Real Estate purchased an 11.1-acre parcel
for  approximately  $2.8  million.  Subsequent  to this  sale,  Mont  Aster  LLC
purchased the parcel from Carlson Real Estate.

         SEMY  ENGINEERING.  Semy  Engineering  purchased a 6.1-acre  parcel for
approximately   $1.8  million  on  October  27,  1997.  The  site  will  be  the
headquarters   for  Semy   Engineering,   a  semiconductor   equipment   company
specializing in data analysis and control systems.

         OLYMPIA LABS.  Olympia Labs, a vitamin company,  purchased 2.5 acres on
March 20, 1998 for approximately $870,000. The site will be used as the location
of its corporate headquarters.

         ISMART,  LLC.  On March 25,  1998,  ISMart  LLC,  a  computer  software
company,  purchased a 2.6-acre parcel for approximately  $900,000 to be used for
construction of an office building.

         G.G. LLC. The sale  transaction  with G.G. LLC closed on June 30, 1998.
G.G. LLC purchased a 2.73-acre site for  approximately $1 million to be used for
the construction of an insurance agency headquarters building.

         WEISS INVESTMENTS.  Weiss Investments  purchased 2.13 acres of land for
approximately  $870,000  on July  23,  1998.  The  parcel  will be used  for the
construction of an office building.

         ARIZONA DEPARTMENT OF  TRANSPORTATION.  On August 25, 1998, the Arizona
Department  of  Transportation  purchased  3.73 acres of land for  approximately
$1,625,000 to be used as  additional  right-of-way  frontage  along the proposed
Pima Freeway.

         As of March 4,  1999,  the  Partnership  had three  parcels  of land in
escrow,  totaling  15.38 acres,  to be sold to two buyers.  One buyer expects to
close  escrow  by the end of June 1999 and the  other is  scheduled  to close in
April  1999.  One buyer  intends  to develop  an office  building  and the other
intends to develop a hotel with restaurants and conference facilities located on
the only retail-zoned parcel in The Perimeter Center.

ITEM 3. LEGAL PROCEEDINGS.

         Neither  the  Co-Registrants  nor their  properties  are parties to, or
subject to, any material pending legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No  matter  was  submitted  to  a  vote  of  the  Holders  through  the
solicitation  of proxies or otherwise  during the fourth  quarter of fiscal year
1998.

                                       10
<PAGE>
                                     PART II

ITEM 5. MARKET FOR CO-REGISTRANTS' UNITS AND RELATED SECURITY HOLDER MATTERS.

         MARKET  INFORMATION.  During  1998,  there  was no  established  public
trading  market for the Units,  and it is unlikely  that an  established  public
trading market for the Units will develop.

         HOLDERS.  As of March 4, 1999,  there were 3,042 record  holders of the
Units.

         DISTRIBUTIONS.  For the two most recent fiscal years,  the  Partnership
made the following cash  distributions to the Holders from proceeds  received on
the sale of land parcels:

                                      1998

              Date of            Number       Per Unit         Total
           Distribution         of Units   Distributions   Distributions
           ------------         --------   -------------   -------------
           March 31              50,000      $    32.11      $1,605,500
           June 30               50,000           19.97         998,500
           September 30          50,000           48.85       2,442,500
           December 31           50,000            8.82         441,000
                                             ----------      ----------
                                             $   109.75      $5,487,500
                                             ==========      ==========

                                      1997

             Date of             Number       Per Unit         Total
          Distribution          of Units   Distributions   Distributions
          ------------          --------   -------------   -------------
          March 31               50,000      $    53.35     $ 2,667,500
          June 30                50,000           55.37       2,768,500
          September 30           50,000          200.56      10,028,000
          December 31            50,000           84.57       4,228,500
                                             ----------     -----------
                                             $   393.85     $19,692,500
                                             ==========     ===========

         Adjusted Capital  Contribution is defined in the Partnership  Agreement
as the Holder's  initial capital  contribution  reduced to not less than zero by
cash  distributions  to the Holders (a) from Parcel  Revenues (as defined in the
Partnership Agreement); (b) from Sale or Refinancing Proceeds (as defined in the
Partnership  Agreement);  (c)  from any  principal  payments  received  from the
Acquisition  and  Construction  Loan and the Permanent Loan or any other loan by
the  Partnership;  or (d)  classified  as a return of  capital  under  generally
accepted accounting principles. The Adjusted Capital Contribution of the Holders
was $409.91 per Unit as of December 31, 1998.

         The primary source of cash  distributions  in the future is expected to
be from the sale or lease of parcels of the  Property.  Generally,  net proceeds
received  from  the  sale  or  lease  of the  parcels  of the  Property  will be
distributed 100% to the Holders to the extent of the Adjusted Parcel  Investment

                                       11
<PAGE>
(as  defined in the  Partnership  Agreement)  of each  parcel,  plus a preferred
return on the Adjusted Parcel  Investment equal to a cumulative,  non-compounded
return of ten percent per annum. Thereafter,  approximately 50% of any remaining
proceeds will be distributed to the Holders. The Adjusted Parcel Investment,  as
defined in the Partnership Agreement,  is generally an amount which approximates
the  capital  contributions  of the Holders  invested  in a parcel,  including a
proportionate  amount of allocable  front-end  fees paid in connection  with the
organization  of the  Partnership,  the  offering  and sale of the Units and the
acquisition  of the  Property.  Distribution  of the  proceeds  from the sale or
refinancing  of parcels of the Property or of revenues from leased  parcels,  if
any,  are  anticipated  to be made at such times as the  General  Partner  deems
appropriate and in the best interest of the Partnership. The General Partner may
withhold  distributions  if  necessary  or  appropriate  for the  conduct of the
Partnership's   business  or  for  the   construction   of  buildings  or  other
improvements  on parcels in the  Property.  For a  complete  description  of the
manner in which the  disbursable  cash of the  Partnership and proceeds from the
sale or refinancing  of the parcels  comprising the Property will be distributed
and the manner in which the profits,  gains,  losses,  deductions and credits of
the  Partnership  will be  allocated,  reference  is made to Article Four of the
Partnership Agreement referenced as Exhibit 4 to this Report. Any differences in
the amounts of distributions  set forth in the above tables from the information
contained  in Item 6 below  are due to  rounding  the  amount  of  distributions
payable  per Unit down to the nearest  whole cent and  carrying  any  fractional
cents forward from one period to the next.

ITEM 6.  SELECTED FINANCIAL DATA.

         The following  selected  financial  data should be read in  conjunction
with the Financial  Statements  and the related notes  attached as an exhibit to
this Report.
<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                 1998          1997          1996          1995          1994
                                 ----          ----          ----          ----          ----
<S>                          <C>           <C>           <C>           <C>           <C>
Revenues                     $ 6,871,901   $22,289,391   $ 5,981,588   $   920,426   $   892,589
Net Income (Loss)              3,124,531     8,797,901     1,974,758        46,044       153,430
Net Income (Loss) Per
  Limited Partnership Unit         62.44        175.90         39.49           .91          3.04
Total Assets                  26,482,368    32,541,537    40,259,651    42,024,785    41,989,599
Distributions of Cash from
  Operations to Holders        5,487,767    19,692,084     4,765,456            --            --
Distributions of Cash from
  Operations Per Unit             109.76        393.84         95.31            --            --
Return of Capital to Holders          --            --            --            --            --
Return of Capital Per Unit            --            --            --            --            --
</TABLE>
                                       12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

         LIQUIDITY AND CAPITAL RESOURCES.  The partnership  received $50,000,000
in gross  proceeds  from its public  offering of the Units on November 23, 1988.
After  deducting   organizational  and  offering  expenses,   including  selling
expenses, the financial advisory fee, property acquisition fee and due diligence
expense  reimbursement  payable to Shearson  Lehman Hutton Inc., the Partnership
had $43,250,000 in net proceeds  available for investment.  On December 1, 1988,
the Partnership used $23,913,185 to acquire the Property in Scottsdale, Arizona.
The remaining net offering  proceeds were used to complete the  construction  of
the  Infrastructure  and to fully  fund  the  loan to FFCA  for the FFCA  Office
Building and establish an initial  reserve of  approximately  $2.8 million.  The
Partnership's  primary  sources of revenue  are land  sales,  interest  payments
received  from  FFCA  under  the  Loan  Agreement  and  interest  earned  on the
Partnership's temporary investments.  As land parcels are sold, distributions of
the  net  cash  sale  proceeds  are  made in  accordance  with  the  partnership
agreement.  Once all of The Perimeter  Center parcels are sold, the  Partnership
will  liquidate all of its other assets and distribute  them in accordance  with
the  partnership  agreement.  As of March 4, 1999, the  Partnership had 70 acres
available for sale and 15.38 acres in escrow under contract for sale.

         Funds  pending  distribution  to the limited  partners are  temporarily
invested in U.S. Government Agency discount notes and bank repurchase agreements
(which are secured by United States Treasury and Government obligations).  These
reserves  may be used from time to time to pay  amounts  assessed by the city or
county taxing  authorities for  developmental  or other costs. It is anticipated
that the Partnership's  revenues along with remaining  reserves of approximately
$1.7 million at December 31, 1998, to the extent required, will be sufficient to
pay the Partnership's operating expenses in 1999 and that cash proceeds from the
sale of parcels will be available for  distribution to the Holders.  At December
31, 1998, the Partnership had cash and marketable  securities with a maturity of
three months or less  aggregating  $2,292,149 of which  $441,000 was paid out to
the Holders in February 1999 as their fourth quarter 1998 distribution,  and the
remainder of which will be held by the Partnership for reserves.

         The  liquidity  of the  Partnership  may  be  adversely  affected  by a
significant increase in property taxes levied on the Property and an increase in
expenses  associated with the maintenance of the Property.  Although the General
Partner currently  believes that the income of the Partnership and the amount of
the  reserve  established  by the  Partnership  will be  sufficient  to meet the
Partnership's  operating expenses in the future,  there can be no assurance that
the amounts will be adequate.  Although not currently  anticipated,  the General
Partner has the power to borrow funds on behalf of the  Partnership  if it deems
the borrowing to be in the best interests of the Partnership. In connection with
any borrowing,  the General Partner may mortgage,  pledge or otherwise  encumber
the assets of the  Partnership,  including the Property.  There is no assurance,
however,  that a lender would be willing to loan money to the  Partnership  on a
non-recourse basis.

                                       13
<PAGE>
         During the year ended December 31, 1998, the Partnership  sold six land
parcels  aggregating  15 acres to  unaffiliated  third  parties.  The land  sale
transactions  during the year  provided  aggregate  cash sales  proceeds of $5.9
million.  The parcels had a total  original cost of $2.6 million and closing and
other costs of  approximately  $365,000.  These parcel  sales  resulted in gains
totaling $2.9 million.  Distributions declared from the parcel sales amounted to
$5.5 million in 1998.

         At December 31, 1998, the  Partnership  had 70 acres available for sale
and 15 acres in escrow under  contract for sale.  The land in escrow  represents
three parcels under contract for sale at a price of  approximately  $6.5 million
to two unaffiliated third parties. The aggregate original cost of the parcels is
approximately  $3.1  million.  The  Partnership  has  entered  into  preliminary
negotiations  for the sale of several  additional land parcels.  The Partnership
cannot determine which, if any, of these negotiations will result in the sale of
a land parcel and, therefore,  cannot predict the timing or amount of any future
cash distributions.

         With  accelerated  development  in  the  Scottsdale,  Arizona  area,  a
potential  development matter has been raised. The Federal Emergency  Management
Agency  ("FEMA") has been working with the City of  Scottsdale  on area drainage
solutions  through  the  formation  of the  Reata  Pass  Wash  Desert  Greenbelt
Improvement District (the "District"). The Perimeter Center would be included in
the District and, according to  representatives  of the City of Scottsdale,  the
City's plan with  respect to the District  was to assess  then-current  property
owners within the District at a rate of approximately  $3,800 per acre,  payable
over 10 years,  commencing  in the year 2000.  Currently,  the  formation of the
District  has been placed on hold while the Army Corps of  Engineers  determines
whether or not an environmental impact study about the effects of the project is
necessary.  Accordingly,  the annual  assessments to be levied against  property
owners in The Perimeter  Center may be delayed pending a final  determination by
the Army  Corps as to the  future of the  project.  In the event the  project is
approved,  the  General  Partner  believes  that it will not have a  significant
impact on the Partnership.

         The General  Partner  knows of no other trends,  demands,  commitments,
events or  uncertainties  that will result in or that are  reasonably  likely to
result in the Partnership's  liquidity  increasing or decreasing in any material
way.
                                       14
<PAGE>
         FFCA Investor  Services  Corporation 88-B serves as the initial limited
partner  of the  Partnership  and the  owner of record  of the  limited  partner
interests in the  Partnership,  the rights and benefits of which are assigned by
FFCA Investor  Services  Corporation 88-B to investors in the Partnership.  FFCA
Investor  Services  Corporation  88-B has no other business  activity and has no
capital resources.

         RESULTS OF OPERATIONS  -- FISCAL YEAR ENDED  DECEMBER 31, 1998 COMPARED
TO FISCAL YEAR ENDED DECEMBER 31, 1997.  Land sales comprise the majority of the
revenues of the Partnership. Total revenues were $6.9 million for the year ended
December 31, 1998 as compared to $22.3  million for the year ended  December 31,
1997. The difference in revenues between years is primarily due to a decrease in
the number of acres sold in 1998 as compared to 1997. In 1998,  the  Partnership
sold 15 acres of land as compared to 73 acres sold in 1997.  While the number of
acres sold  decreased  between  years,  the average sales price per acre of land
sold  during  1998  increased  30%  to  approximately  $378,000  per  acre  from
approximately $290,000 per acre for land sold in 1997. Gain on the sale of land,
as a  percentage  of land sale  revenues,  increased  to 49% for the year  ended
December 31, 1998 as compared to 40% for the year ended December 31, 1997.  Land
sale revenues has been, and will continue to be,  impacted by the number of land
parcels sold, their relative size and the sales price per acre achieved.

       Interest and other income for the year ended  December 31, 1998 decreased
by approximately  $136,000 from 1997 resulting from a lower average cash balance
invested  during the year.  Total  expenses  (excluding  the cost of land sales)
decreased by approximately  $98,000 in 1998 as compared to 1997 due to decreases
in the general  partner fee  ($59,000),  marketing  expenses  ($8,000) and other
operating  expenses  ($36,000),  and are  partially  offset  by an  increase  in
property  taxes.  The general  partner fee  decreased in 1998 because the fee is
based on Assets Under Management (as defined in the partnership  agreement) and,
as parcels are sold, the general partner fee is reduced  accordingly.  Marketing
expenses decreased because the level of sales activity that occurred during 1998
has  generated  sufficient  interest  in  The  Perimeter  Center  to  allow  the
Partnership  to reduce certain  general  marketing  activities.  The decrease in
other  operating  expenses  resulted  primarily  from  a  decrease  in  property
maintenance costs. These costs are primarily common area maintenance fees (based
on square  footage  owned) and are charged to all of the land owners  within The
Perimeter Center  (including the Partnership).  Accordingly,  as the Partnership
sells parcels, its share of the common area maintenance fees decreases. Property
taxes increased, despite the sale of land parcels during the past twelve months,
due to higher assessed land values.

         FISCAL  YEAR ENDED  DECEMBER  31,  1997  COMPARED  TO FISCAL YEAR ENDED
DECEMBER  31,  1996.  Land sales in 1997 and 1996  comprise  the majority of the
revenues of the  Partnership.  Total  revenues  were $22.2  million for the year
ended December 31, 1997 as compared to $5.98 million for the year ended December
31, 1996.  The average  sales price per acre of land sold during 1997  increased
27% to approximately  $290,000 per acre from approximately $227,500 per acre for
land sold during  1996.  Gain on the sale of land as a  percentage  of land sale
revenues  remained  relatively  constant  at 40% for 1997 as compared to 39% for
1996.

       Interest and other income for the year ended  December 31, 1997 increased
by approximately  $177,000 over 1996 due to the increase in temporary investment
securities  resulting  from a higher  average cash balance  invested  during the
year. This high cash balance results from the net land sale proceeds held during
the  year  prior to  distribution  of the cash to the  limited  partners.  Total
expenses  (excluding  the cost of land sales)  decreased by $85,000 for the year
ended  December 31, 1997 as compared to the year ended  December 31, 1996 due to

                                       15
<PAGE>
decreases in the general partner fee ($41,000), marketing expenses ($63,000) and
property  taxes  ($33,000)  and are  partially  offset by an  increase  in other
operating expenses.  The general partner fee decreased during the period because
the fee is based on Assets  Under  Management  (as  defined  in the  partnership
agreement)  and,  as  parcels  are sold,  the  general  partner  fee is  reduced
accordingly.  Marketing  expenses  decreased because the level of sales activity
that  occurred  during 1997 has generated  sufficient  interest in The Perimeter
Center to allow the Partnership to reduce certain general marketing  activities.
Property taxes decreased due to the sale of land parcels during 1997.

         INFLATION.  Inflation  in  future  periods  may tend to  cause  capital
appreciation  of land in general;  however,  the value of any  particular  land,
including the Property, may increase at a rate different from the inflation rate
or decrease  based upon other  factors,  such as the demand for land in the area
where the Property is located and the  availability  of  comparable  land in the
same area. If the Partnership decides to lease parcels of the Property,  capital
appreciation  may cause an  increase in the amount of lease  payments  due under
future  leases  just as it may  cause an  increase  in the  value  of the  land.
Inflation  may,  however,  have an adverse  impact on the  profitability  of the
Partnership  because of  increases  in its  operating  expenses,  as well as any
possible lessees' operating expenses.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The financial  instruments held by the Partnership at December 31, 1998
consist  of  cash  equivalents  and a loan  receivable  from an  affiliate.  The
Partnership  intends  to hold the  investments  to  maturity;  therefore,  these
financial  instruments do not subject the Partnership to a material  exposure to
changes in interest rates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The financial  statements of the Co-Registrants  required by Regulation
S-X are attached to this Report. Reference is made to Item 14 below for an index
to the financial statements and financial statement schedule.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

         None.

                                       16
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

         The Partnership,  the General Partner and the Company have no directors
or  executive  officers.  PCMC is the  corporate  general  partner and Morton H.
Fleischer is an individual  general partner of the General Partner.  The General
Partner  has  responsibility  for  all  of  the  Partnership's  operations.  The
directors and executive officers of PCMC and FFCA Investor Services  Corporation
88-B are as follows:

PCMC

                                    DIRECTOR

        Name                                     Position Held Since
        ----                                     -------------------
Morton H. Fleischer                                      1993

                                    OFFICERS
                                                                      Associated
                                                                      With PCMC
        Name                            Positions Held                  Since
        ----                            --------------                  -----
Morton H. Fleischer    President and Chief Executive Officer            1993

John R. Barravecchia   Executive Vice President, Chief Financial
                       Officer, Treasurer and Assistant Secretary       1993

Christopher H. Volk    Executive Vice President, Chief Operating
                       Officer, Secretary and Assistant Treasurer       1993

Dennis L. Ruben        Executive Vice President, General Counsel
                       and Assistant Secretary                          1994

Stephen G. Schmitz     Executive Vice President, Chief Investment
                       Officer and Assistant Secretary                  1995

Catherine F. Long      Senior Vice President-Finance, Principal
                       Accounting Officer, Assistant Secretary
                       and Assistant Treasurer                          1993

FFCA INVESTOR SERVICES CORPORATION 88-B

                                  DIRECTOR

                    Name                            Position Held Since
                    ----                            -------------------
        Morton H. Fleischer, Chairman                      1986

                                       17
<PAGE>
                                    OFFICERS

                                                                   Position Held
        Name                        Positions Held                     Since
        ----                        --------------                     -----
Morton H. Fleischer    Chairman of the Board of Directors              1986

John R. Barravecchia   President, Secretary and Treasurer              1990

Christopher H. Volk    Vice President, Assistant Secretary and         1994
                       Assistant Treasurer

         All of the foregoing directors and executive officers have been elected
to serve a one-year term and until their  successors  are elected and qualified.
There are no arrangements or understandings between or among any of the officers
or directors and any other person  pursuant to which any officer or director was
selected as such.  There are no family  relationships  among any  directors  and
officers.

BUSINESS EXPERIENCE

         The business experience during the past five years of each of the above
directors and executive officers is as follows:

         MORTON H. FLEISCHER, age 62, served as a director,  President and Chief
Executive  Officer  of PCMC since  1993,  and as  Chairman  of the Board of FFCA
Investor  Services  Corporation  88-B since 1986.  Mr.  Fleischer also serves as
Chairman  of the Board,  President,  and Chief  Executive  Officer of  Franchise
Finance  Corporation  of  America,  a  Delaware   corporation   ("FFCA")  having
previously  served as a  director,  President  and Chief  Executive  Officer  of
Franchise  Finance  Corporation  of America I ("FFCA I"), a predecessor of FFCA,
from 1980 to 1994. Mr. Fleischer is an individual general partner of the General
Partner,  and is a general partner (or general partner of a general  partner) of
the following public limited partnerships: Participating Income Properties 1986,
L.P.;   Participating  Income  Properties  II,  L.P.  and  Participating  Income
Properties III Limited Partnership.

         JOHN R.  BARRAVECCHIA,  age 43,  served  as  President,  Secretary  and
Treasurer of FFCA Investor  Services  Corporation  88-B since 1990. He served as
Chief  Financial  Officer of PCMC since 1993 and as Senior  Vice  President  and
Treasurer  since  1994.  In 1995,  Mr.  Barravecchia  was named  Executive  Vice
President  of  PCMC.  Mr.  Barravecchia   currently  serves  as  Executive  Vice
President,  Chief Financial Officer,  Treasurer and Assistant  Secretary of FFCA
and served in various  capacities for FFCA I from 1984 to 1994. Prior to joining
FFCA I, Mr. Barravecchia was associated with the international public accounting
firm of Arthur Andersen LLP.

         CHRISTOPHER  H.  VOLK,  age 42,  served  as Vice  President,  Assistant
Secretary and Assistant  Treasurer of FFCA Investor  Services  Corporation  88-B
since 1994, and served as Secretary of PCMC since 1993 and Senior Vice President
- Research and  Underwriting  since 1994. In 1995, Mr. Volk was named  Executive
Vice President and Chief Operating Officer of PCMC. Mr. Volk currently serves as
Executive  Vice  President,  Chief  Operating  Officer,  Secretary and Assistant
Treasurer of FFCA. He joined FFCA I in 1986 and served in various  capacities in
FFCA prior to being named Vice President-Research in October 1989.

                                      18
<PAGE>
         DENNIS L. RUBEN,  age 46,  served as Senior Vice  President and General
Counsel for PCMC since  1994.  Mr.  Ruben was named  Executive  Vice  President,
General  Counsel and Assistant  Secretary of PCMC in February 1997. He currently
serves in the same capacity for FFCA and served as attorney and counsel for FFCA
I from 1991 to 1994.  Prior to joining  FFCA I, Mr. Ruben was a partner with the
national law firm of Kutak Rock.

         STEPHEN G. SCHMITZ, age 44, served as Senior Vice President - Corporate
Finance of PCMC since January 1996. He was named Executive Vice President, Chief
Investment  Officer  and  Assistant  Secretary  of PCMC  in  February  1997.  He
currently  serves in the same capacity for FFCA.  Mr.  Schmitz served in various
positions as an officer of FFCA I from 1986 to June 1, 1994.

         CATHERINE  F.  LONG,  age  42,  served  as Vice  President-Finance  and
Principal Accounting Officer of PCMC since 1994, and Vice President from 1993 to
1994. In February 1997 she was named Senior Vice  President-Finance of PCMC. She
currently serves as Senior Vice President-Finance, Principal Accounting Officer,
Assistant  Secretary  and  Assistant  Treasurer  of  FFCA  and  served  as  Vice
President-Finance  of FFCA I from  1990  to  1993.  In  December  1993,  she was
appointed  Principal  Accounting  Officer of FFCA I. From 1978 to May 1990,  Ms.
Long was associated  with the  international  public  accounting  firm of Arthur
Andersen LLP.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Based  solely  upon a review  of Forms 3 and 4 and  amendments  thereto
furnished  to the  Co-Registrants  during  fiscal  year  1998  and  Forms  5 and
amendments thereto furnished to the  Co-Registrants  with respect to fiscal year
ended December 31, 1998 (the "Forms"),  and any written  representations  by the
directors and executive officers of FFCA Investor Services  Corporation 88-B and
PCMC, the Co-Registrants  have not identified herein any such person that failed
to file on a timely basis the Forms  required by Section 16(a) of the Securities
Exchange Act of 1934 for fiscal year 1998.

ITEM 11. EXECUTIVE COMPENSATION.

         Pursuant  to   provisions   contained  in  the   agreement  of  limited
partnership  that governs the  Partnership,  the officers and  directors of PCMC
serve in such capacities without remuneration from the Partnership.

         The  Partnership is required to pay a partnership  management fee and a
subordinated  incentive share of sale or refinancing proceeds or parcel revenues
to the General  Partner,  and the General Partner is entitled to receive a share
of cash  distributions,  when and as made to the  Holders and a share of profits
and losses. Reference is made to Note 7 of the Notes to the Financial Statements
of the Partnership,  which are filed with this Report,  for a description of the
fees paid to the General Partner.

         FFCA Investor Services  Corporation 88-B serves as assignor and initial
limited partner without compensation from the Partnership. It is not entitled to
any share of the profits,  losses or cash distributions of the Partnership.  The
director and officers of FFCA Investor  Services  Corporation 88-B serve without
compensation from FFCA Investor Services Corporation 88-B or the Partnership.

                                       19
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         As of March 4, 1999, no person or group was known by the Partnership to
own  directly  or  beneficially  more  than 5% of the  outstanding  Units of the
Partnership.

         The General Partner of the  Partnership and its general  partners owned
no  Units as of March  4,  1999.  The  directors  and  officers  of the  General
Partner's  corporate general partner,  PCMC,  individually and as a group, owned
less  than 1% of the  Units as of  March 4,  1999.  PCMC is owned by  Morton  H.
Fleischer.

         FFCA  Investor  Services  Corporation  88-B  has  an  interest  in  the
Partnership as a limited  partner and it serves as the owner of record of all of
the limited partnership  interests assigned by it to the Holders.  However, FFCA
Investor  Services  Corporation  88-B has no right to vote its  interest  on any
matter and it must vote the assigned interests as directed by the Holders.  FFCA
Investor Services Corporation 88-B is wholly-owned by PCMC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Since the beginning of the Co-Registrants' last fiscal year, there have
been  no  significant   transactions   or  business   relationships   among  the
Co-Registrants,  the  General  Partner  and  PCMC or their  affiliates  or their
management other than those described in Items 1, 7, 10 and 11 above.

                                     PART IV

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

         The following documents are filed as part of this Report:

        1.  FINANCIAL STATEMENTS

            The Partnership

            Report of independent public accountants
            Balance Sheets as of December 31, 1998 and 1997
            Statements of Operations for the years ended December 31, 1998, 1997
              and 1996
            Statements  of  Changes In  Partners'  Capital  for the years  ended
              December 31, 1998, 1997 and 1996
            Statements of Cash Flows for the years ended December 31, 1998, 1997
              and 1996
            Notes to Financial Statements

            FFCA Investor Services Corporation 88-B

            Report of independent public  accountants
            Balance Sheet as of December 31, 1998
            Notes to Balance Sheet

                                       20
<PAGE>
        2.  FINANCIAL STATEMENT SCHEDULES

            Schedule III-Schedule of Real Estate as of December 31, 1998

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

        3.  EXHIBITS

            The following is a complete  list of exhibits  filed as part of this
            Form 10-K. For electronic filing purposes only, this report contains
            Exhibit 27, the Financial Data Schedule.  Exhibit numbers correspond
            to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

                99. Annual  Portfolio  Valuation  of Cushman &  Wakefield  as of
                    December 31, 1998.

                Pursuant to Rule 12b-32  under the  Securities  Exchange  Act of
            1934, as amended, the following documents, filed with the Securities
            and  Exchange  Commission  on  March  31,  1994 as  exhibits  to the
            Co-Registrants'  Form 10-K for the fiscal  year ended  December  31,
            1993,  Commission File No. 0-17626,  are incorporated herein by this
            reference.

                                                                      Form 10-K
                                                                     Exhibit No.
                                                                     -----------
               First Amendment to Exclusive  Management Agreement        10.1
               by and  between  the  Partnership  and The Westcor
               Company II Limited Partnership, dated May 1, 1990.

               Second Amendment to Exclusive Management Agreement        10.2
               by and  between  the  Partnership  and The Westcor
               Company II Limited  Partnership,  dated January 1,
               1994.

                    Pursuant to Rule 12b-32 under the Securities Exchange Act of
               1934,  as  amended,  the  following  documents,  filed  with  the
               Securities and Exchange  Commission on March 24, 1989 as exhibits
               to the  Co-Registrants'  Form  10-K  for the  fiscal  year  ended
               December 31, 1988, Commission File No. 33-18041, are incorporated
               herein by this reference.

                                       21
<PAGE>
                                                                    Form 10-K
                                                                    Exhibit No.
                                                                    -----------

               The Amended and Restated Certificate and Agreement        4
               of   Limited   Partnership   which   governs   the
               Partnership,  as filed with the Secretary of State
               of Delaware on November 23, 1988.

               Acquisition,  Construction and Term Loan Agreement       10
               by  and  between  the  Partnership  and  Franchise
               Finance  Corporation  of  America,   dated  as  of
               December 29, 1988.

                    Pursuant to Rule 12b-32 under the Securities Exchange Act of
               1934,  as  amended,  the  following  documents,  filed  with  the
               Securities  and Exchange  Commission on June 14, 1988 as exhibits
               to the  Co-Registrants'  Registration  Statement  on  Form  S-11,
               Registration  No.  33-18041,  are  incorporated  herein  by  this
               reference.

                                                                     Exhibit No.
                                                                     -----------

               The Certificate of Incorporation which governs the        4(b)
               Corporation,  as filed with the Secretary of State
               of Delaware on August 11, 1987.

               Bylaws of FFCA Investor Services Corporation 88-B.        4(c)

               Exclusive  Management  Contract by and between the       10(c)
               Partnership  and The  Westcor  Company  II Limited
               Partnership, dated as of June 7, 1988.

               REPORTS ON FORM 8-K

               No   reports   on  Form  8-K  were  filed  by  the
               Co-Registrants  during  the  last  quarter  of the
               fiscal year ended December 31, 1998.

                               22
<PAGE>
                                   SIGNATURES

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

                                     SCOTTSDALE LAND TRUST LIMITED
                                     PARTNERSHIP

                                     By: FFCA MANAGEMENT COMPANY
                                         LIMITED PARTNERSHIP, General Partner



Date:  March 16, 1999                    By /s/ Morton H. Fleischer
                                            ------------------------------------
                                            Morton H. Fleischer, General Partner

                                            By PERIMETER CENTER
                                               MANAGEMENT COMPANY,
                                               Corporate General Partner


Date:  March 16, 1999                          By /s/ Morton H. Fleischer
                                                  ------------------------------
                                                  Morton H. Fleischer,
                                                  Chairman of the Board,
                                                  President and Chief Executive
                                                  Officer

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

          SIGNATURES  OF REQUIRED  OFFICERS AND  DIRECTORS  OF PERIMETER  CENTER
          MANAGEMENT  COMPANY,  CORPORATE  GENERAL  PARTNER  OF FFCA  MANAGEMENT
          COMPANY LIMITED PARTNERSHIP,  GENERAL PARTNER OF SCOTTSDALE LAND TRUST
          LIMITED PARTNERSHIP.


Date:  March 16, 1999           By /s/ Morton H. Fleischer
                                   ---------------------------------------------
                                     Morton H. Fleischer, Chairman of the Board,
                                     President, Chief Executive Officer and
                                     Director

                                       23
<PAGE>
Date:  March 16, 1999           By /s/ John Barravecchia
                                   ---------------------------------------------
                                     John Barravecchia, Executive Vice
                                     President, Chief Financial Officer,
                                     Treasurer and Assistant Secretary


Date:  March 16, 1999           By /s/ Catherine F. Long
                                   ---------------------------------------------
                                     Catherine F. Long, Senior Vice
                                     President-Finance and Principal Accounting
                                     Officer, Assistant Secretary and
                                     Assistant Treasurer

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended, the co-registrant has caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                FFCA INVESTOR SERVICES CORPORATION 88-B


Date:  March 16, 1999           By /s/ Morton H. Fleischer
                                   ---------------------------------------------
                                     Morton H. Fleischer, Sole Director


Date:  March 16, 1999           By /s/ John Barravecchia
                                   ---------------------------------------------
                                     John Barravecchia, President, Secretary,
                                     Principal  Financial Officer and Principal
                                     Accounting Officer

                                       24
<PAGE>
                       [LETTERHEAD OF ARTHUR ANDERSEN LLP]



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Scottsdale Land Trust Limited Partnership:

We have audited the accompanying balance sheets of SCOTTSDALE LAND TRUST LIMITED
PARTNERSHIP (a Delaware  limited  partnership) as of December 31, 1998 and 1997,
and the related statements of operations,  changes in partners' capital and cash
flows for each of the three years in the period ended  December 31, 1998.  These
financial  statements  are  the  responsibility  of  the  partnership's  general
partner.  Our  responsibility  is to  express  an  opinion  on  these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
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 financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Scottsdale Land Trust Limited
Partnership  as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1998, 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 of Real Estate is presented
for purposes of complying with the Securities  and Exchange  Commission's  rules
and is not a required part of the basic financial statements.  This schedule has
been  subjected  to the auditing  procedures  applied in our audits of the basic
financial statements and, in our opinion, fairly states in all material respects
in relation to the basic financial statements taken as a whole.

                                             /s/ Arthur Andersen LLP

Phoenix, Arizona
 January 7, 1999.

                                       25
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                    BALANCE SHEETS-DECEMBER 31, 1998 AND 1997



                                                       1998            1997
                                                       ----            ----
                                     ASSETS

LAND:
  Held for sale                                    $ 12,486,444    $ 17,232,102
  Subject to sale agreements (Note 3)                 3,062,371         911,184
  Subject to sale agreement with affiliate
    (Note 4)                                            788,287         788,287
                                                   ------------    ------------
    Total land                                       16,337,102      18,931,573

LOAN RECEIVABLE FROM AFFILIATE (Notes 1 and 4)        7,598,415       7,598,415

CASH AND CASH EQUIVALENTS                             2,292,149       5,844,446

PREPAID EXPENSES AND OTHER                              254,702         167,103
                                                   ------------    ------------
    Total assets                                   $ 26,482,368    $ 32,541,537
                                                   ============    ============

                       LIABILITIES AND PARTNERS' CAPITAL

DISTRIBUTION PAYABLE TO LIMITED PARTNERS           $    441,307    $  4,228,540

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                   198,193         106,893
                                                   ------------    ------------
    Total liabilities                                   639,500       4,335,433
                                                   ------------    ------------
PARTNERS' CAPITAL (DEFICIT):
  General partner                                        (7,527)         (9,839)
  Limited partners                                   25,850,395      28,215,943
                                                   ------------    ------------
    Total partners' capital                          25,842,868      28,206,104
                                                   ------------    ------------
    Total liabilities and partners' capital        $ 26,482,368    $ 32,541,537
                                                   ============    ============

      The accompanying notes are an integral part of these balance sheets.

                                       26
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


                                              1998         1997          1996
                                              ----         ----          ----
REVENUES:
  Land sales                              $ 5,852,965   $21,134,951   $5,003,703
  Interest on loan to affiliate               850,000       850,000      850,000
  Interest on investments and other           168,936       304,440      127,885
                                          -----------   -----------   ----------
                                            6,871,901    22,289,391    5,981,588
                                          -----------   -----------   ----------
EXPENSES:
  Cost of land sales                        2,959,669    12,606,036    3,036,171
  General partner fees (Note 7)               260,185       319,327      360,752
  Property management fees (Note 5)            36,000        36,000       36,000
  Marketing                                    10,071        18,335       81,436
  Property taxes                              147,988       142,633      175,626
  Other operating                             333,457       369,159      316,845
                                          -----------   -----------   ----------
                                            3,747,370    13,491,490    4,006,830
                                          -----------   -----------   ----------
NET INCOME                                $ 3,124,531   $ 8,797,901   $1,974,758
                                          ===========   ===========   ==========
NET INCOME ALLOCATED TO (Note 1):
  General partner                         $     2,312   $     2,690   $       72
  Limited partners                          3,122,219     8,795,211    1,974,686
                                          -----------   -----------   ----------
                                          $ 3,124,531   $ 8,797,901   $1,974,758
                                          ===========   ===========   ==========
NET INCOME PER LIMITED
  PARTNERSHIP UNIT (based on 50,000
  units held by limited partners)         $     62.44   $    175.90   $    39.49
                                          ===========   ===========   ==========

        The accompanying notes are an integral part of these statements.

                                       27
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


                                          General      Limited
                                          Partner      Partners        Total
                                          -------      --------        -----

BALANCE,  December 31, 1995              $(12,601)   $41,903,586    $41,890,985

  Net income                                   72      1,974,686      1,974,758

  Distributions to limited partners
    (Note 1)                                   --     (4,765,456)    (4,765,456)
                                         --------    -----------    -----------

BALANCE,  December 31, 1996               (12,529)    39,112,816     39,100,287

  Net income                                2,690      8,795,211      8,797,901

  Distributions to limited partners
    (Note 1)                                   --    (19,692,084)   (19,692,084)
                                         --------    -----------    -----------

BALANCE,  December 31, 1997                (9,839)    28,215,943     28,206,104

  Net income                                2,312      3,122,219      3,124,531

  Distributions to limited partners
    (Note 1)                                   --     (5,487,767)    (5,487,767)
                                         --------    -----------    -----------

BALANCE,  December 31, 1998              $ (7,527)   $25,850,395    $25,842,868
                                         ========    ===========    ===========

        The accompanying notes are an integral part of these statements.

                                       28
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


                                          1998           1997          1996
                                          ----           ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                           $ 3,124,531   $  8,797,901   $ 1,974,758
  Adjustments to net income:
    Change in assets and liabilities:
      Decrease in land held for sale     4,745,658      9,094,187     3,761,396
      Decrease (increase) in land
        subject to sale agreements      (2,151,187)     2,068,982      (963,473)
      Decrease (increase) in prepaid
        expenses and other                 (87,599)       (18,810)       22,449
      Increase (decrease) in payable
        to general partner                      --        (58,481)       31,384
      Increase (decrease) in accounts
        payable and accrued expenses        91,300        (54,034)       54,224
                                       -----------   ------------   -----------
        Net cash provided by operating
          activities                     5,722,703     19,829,745     4,880,738
                                       -----------   ------------   -----------
CASH FLOWS FOR FINANCING ACTIVITIES:
  Limited partner distributions
    declared (Note 1)                   (5,487,767)   (19,692,084)   (4,765,456)
  Increase (decrease) in distribution
    payable                             (3,787,233)     3,288,584       939,956
                                       -----------   ------------   -----------
        Net cash used in financing
          activities                    (9,275,000)   (16,403,500)   (3,825,500)
                                       -----------   ------------   -----------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                  (3,552,297)     3,426,245     1,055,238

CASH AND CASH EQUIVALENTS,
  beginning of year                      5,844,446      2,418,201     1,362,963
                                       -----------   ------------   -----------
CASH AND CASH EQUIVALENTS,
  end of year                          $ 2,292,149   $  5,844,446   $ 2,418,201
                                       ===========   ============   ===========

        The accompanying notes are an integral part of these statements.

                                       29
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1998 AND 1997

1) ORGANIZATION:

     Scottsdale Land Trust Limited  Partnership (the  Partnership) was formed on
August 12, 1987 under the Delaware  Revised Uniform  Limited  Partnership Act to
acquire  and  develop 261 acres of land (the  Property)  located in  Scottsdale,
Arizona that is zoned for  commercial  use. In  addition,  the  Partnership  has
financed  $8.5  million for the  acquisition  of five acres of the  Property and
construction  of an  office  building  which is the  corporate  headquarters  of
Franchise Finance  Corporation of America (FFCA) (see Note 4). The Partnership's
primary investment objective is to achieve capital appreciation through the sale
of the improved land. The general  partner of the Partnership is FFCA Management
Company Limited  Partnership  (the General  Partner),  an affiliate of FFCA. The
Partnership  will expire  December 31, 2047, or sooner,  in accordance  with the
terms of the Partnership agreement.

     Investors  acquired  units of assigned  limited  partnership  interest (the
limited  partnership  units)  in the  Partnership  from FFCA  Investor  Services
Corporation  88-B  (the  Initial  Limited  Partner),   a  Delaware   corporation
wholly-owned by Perimeter Center Management Company, an affiliate of the General
Partner.   Holders  of  the  units  have  all  of  the  economic   benefits  and
substantially  the same rights and powers of limited partners;  therefore,  they
are referred to herein as "limited partners."

     The Partnership agreement provides for allocation of profits and losses and
cash distributions among its partners as follows:

     Profits and Losses:  Profits  and losses are  allocated  99% to the limited
     partners  and 1% to the  General  Partner,  except  that gain from the land
     sales will be allocated to the partners and The Westcor  Company II Limited
     Partnership (the Manager) as provided in the Partnership agreement.

     Cash  Distributions:  Cash from  operations,  as defined in the Partnership
     agreement, after payment of fees to the General Partner and the creation or
     restoration of cash reserves,  is allocated 99% to the limited partners and
     1% to the General Partner.  Cash proceeds from the sale of property are not
     considered cash from operations but, when distributed,  represent a partial
     return  of  the  limited   partners'   initial   $1,000  per  unit  capital
     contribution.  Based  on the  amount  of such  distributions,  the  limited
     partner  Adjusted  Capital  Contribution,  as  defined  in the  Partnership
     agreement, at December 31, 1998 is $409.91 per unit.

2) SIGNIFICANT ACCOUNTING POLICIES:

     FINANCIAL  STATEMENTS - The  financial  statements of the  Partnership  are
prepared on the accrual basis of  accounting.  The  preparation of the 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 at the date of the financial  statements and the reported
amounts  of  revenues  and  expenses  during  the  reporting  period.   Although
management  believes its estimates are  reasonable,  actual results could differ
from those estimates.

     CASH AND CASH  EQUIVALENTS - Investment  securities  that are highly liquid
and  have  maturities  of  three  months  or less at the  date of  purchase  are
classified as cash equivalents.  Cash equivalents include United States Treasury
securities  of  $2,163,172  and  $5,696,030  at  December  31,  1998  and  1997,
respectively. Short-term investments are recorded at cost plus accrued interest,
which approximates market value.

     DEVELOPMENT  COSTS AND LAND SALES - During  the  development  phase,  costs
directly related to the acquisition of the Property,  such as appraisals,  plans
and finders fees, were capitalized to the cost of the Property. The Partnership

                                       30
<PAGE>
also   capitalized  real  estate  taxes  and  other  holding  costs  during  the
development  of the  Property  and the  construction  of the land  improvements.
Common costs and improvements are allocated based on each parcel's relative fair
value and charged to an individual parcel where specifically  identifiable.  The
Property  is carried at cost,  which does not exceed  estimated  net  realizable
value.

3) LAND SUBJECT TO SALE AGREEMENTS:

     At December 31, 1998, the Partnership had three parcels of land
(approximately 15 acres total) under contract for sale at an aggregate price of
approximately $6.5 million to two unaffiliated third parties. The aggregate
original cost of the parcels is approximately $3.1 million.

4) LAND SUBJECT TO SALE AGREEMENT WITH AFFILIATE:

     As provided in the Partnership  agreement,  the Partnership entered into an
agreement on December 29, 1988 to sell  approximately five acres of the Property
(the Parcel) to FFCA at a purchase price determined by independent  appraisal to
be the fair market value of the unimproved Parcel and related  improvements.  In
connection with the sale agreement, the Partnership also funded the construction
of an office building on the Parcel which is the corporate headquarters of FFCA.
This loan to FFCA for the acquisition of the Parcel, the office building and the
parcel improvements totaled $8.5 million.

     FFCA is obligated to pay the  Partnership  monthly  payments of interest at
the rate of 10% per year for ten years.  In May 2000,  the entire balance of the
loan is due. FFCA is obligated to pay the Partnership,  upon the maturity of the
loan, by acceleration or otherwise, additional interest based upon the increase,
if any,  in the value of the FFCA office  building  (Additional  Interest).  The
amount of Additional Interest, if any, will be calculated in accordance with the
related  loan  agreement  as the greater of 30% of the  increase in value of the
FFCA  office  building  or  $1.13  million.  FFCA  payment  obligations  to  the
Partnership  are secured by the Parcel,  the FFCA  office  building,  the parcel
improvements and the General Partner's guaranty.

     The sale of the  Parcel to FFCA  will be  recognized  in the  Partnership's
financial  statements  when  the  amounts  loaned  to  FFCA  are  repaid  to the
Partnership.

     The fair value of the Partnership's  loan receivable from FFCA is estimated
by  discounting  the future cash flows using the current  rates at which similar
loans would be made to borrowers  with similar  credit  ratings and for the same
remaining  maturities.  The fair value at December 31, 1998 exceeds the carrying
amount by $1.8 million;  however,  the fair value of the loan will not result in
the receipt of any additional  cash above the face amount of the loan unless the
loan were to be sold.

5) MANAGEMENT CONTRACT:

     The Partnership has entered into a management  contract with the Manager to
develop and manage the Property.  The management contract is renewable annually.
Under the  management  contract,  the Manager is  entitled  to receive  fees for
services  performed in  connection  with  managing the  Property's  development.
During 1998,  1997 and 1996, the planning and property  management  fees paid or
accrued to the Manager (payable in monthly installments) were $36,000 each year.

     After the limited  partners have received  specified  returns in accordance
with the Partnership agreement, a subordinated contingent interest of 25% of all
remaining sale or refinancing proceeds or parcel revenues will be payable to the
Manager.

                                       31
<PAGE>
6) INCOME TAXES:

     The  Partnership  is not directly  subject to income  taxes;  rather,  each
partner is subject to income taxes on his distributable share of taxable income.
The Partnership tax returns and the amount of distributable  partnership profits
or losses are subject to examination by Federal and state taxing authorities. If
examinations  by  taxing   authorities   result  in  changes  to   distributable
partnership  profits or losses,  the tax  liabilities  of the partners  could be
changed accordingly.

     The following is a  reconciliation  of net income for  financial  reporting
purposes to income  reported for Federal income tax purposes for the years ended
December 31, 1998, 1997 and 1996:

                                             1998          1997        1996
                                             ----          ----        ----
      Net income for financial reporting
        purposes                          $ 3,124,531  $ 8,797,901  $ 1,974,758
      Differences for tax purposes in:
        Capitalized land inventory costs      259,006      212,788      230,557
        Additional Interest on FFCA loan      149,690      135,612      122,857
        Gain on sale of land                 (122,383)  (1,707,897)  (1,060,765)
        Other                                   1,609        1,449        3,279
                                          -----------  -----------  -----------
      Taxable income to partners          $ 3,412,453  $ 7,439,853  $ 1,270,686
                                          ===========  ===========  ===========

     For Federal  income tax reporting  purposes,  taxable income to partners is
reported  on the  accrual  basis of  accounting  and is  classified  as ordinary
income.

     At  December  31,  1998,  the tax  bases of the  Partnership's  assets  and
liabilities  exceed the amounts  recorded for  financial  reporting  purposes by
$812,937. This difference results primarily from differences in the treatment of
capitalized land inventory  costs, the Additional  Interest on the FFCA loan and
the gain recognized on the sale of the land parcels for financial  reporting and
tax reporting purposes.

7) TRANSACTIONS WITH RELATED PARTIES:

     Under  the terms of the  Partnership  agreement,  the  General  Partner  is
entitled to compensation for services  performed in connection with managing the
affairs of the Partnership.  During 1998, 1997 and 1996, fees paid or accrued to
the General Partner were as follows:

                                                     1998      1997      1996
                                                   --------  --------  --------
      Partnership management fee (3/4 of 1% of the
      Assets Under Management, payable monthly)    $260,185  $319,327  $360,752
                                                   ========  ========  ========

     FFCA incurs  expenses on behalf of the  Partnership  for maintenance of the
books and records and for computer,  investor and legal  services  performed for
the  Partnership.  These  expenses  are  reimbursable  in  accordance  with  the
Partnership  agreement and are less than the amount which the Partnership  would
have paid to  independent  parties  for  comparable  services.  The  Partnership
reimbursed  FFCA  $31,490 in 1998,  $25,981 in 1997 and $25,360 in 1996 for such
expenses.

                                       32
<PAGE>
                                                                    SCHEDULE III

                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                             SCHEDULE OF REAL ESTATE
                             AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                             Cost         Gross Amount
                                                                         Capitalized        At Which
                                                          Initial Cost   Subsequent to     Carried At        Date
   Description            Location        Encumbrances   to Partnership   Acquisition   December 31, 1998  Acquired
   -----------            --------        ------------   --------------   -----------   -----------------  --------
<S>                  <C>                 <C>            <C>               <C>            <C>                <C>
Improved land,
 261 acres
 initially,                                  Subject
 85 acres at                                 sales to

 December 31, 1998   Scottsdale, Arizona   agreements(3)   $23,913,185     $8,979,480      $16,337,102     Nov. 1988
</TABLE>

Notes:
     (1)  The aggregate cost for Federal income tax purposes is $15,440,820.

     (2)  There are no prior liens.

     (3)  In 1988, the  Partnership  entered into a sales agreement to sell five
          acres  of  land,  with a  cost  to the  Partnership  of  approximately
          $788,000,  to an affiliate  for an amount  determined  by  independent
          appraisal  to be the fair  market  value of the parcel.  In 1998,  the
          Partnership entered into two sales agreements to sell approximately 15
          acres  of  land,   with  an  aggregate  cost  to  the  Partnership  of
          approximately $3.1 million to unaffiliated third parties.

     (4)  Transactions  in real estate during 1996, 1997 and 1998 are summarized
          as follows:

                                                           Cost
                                                           ----
          Balance, December 31, 1995                    $32,892,665
            Cost of land sold                            (2,797,923)
                                                        -----------
          Balance, December 31, 1996                     30,094,742
            Cost of land sold                           (11,163,169)
                                                        -----------
          Balance, December 31, 1997                     18,931,573
            Cost of land sold                            (2,594,471)
                                                        -----------
          Balance, December 31, 1998                    $16,337,102
                                                        ===========

                                       33
<PAGE>
                      [LETTERHEAD OF ARTHUR ANDERSEN LLP]


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To FFCA Investor Services Corporation 88-B:

We have  audited  the  accompanying  balance  sheet  of FFCA  INVESTOR  SERVICES
CORPORATION  88-B  (a  Delaware  corporation)  as of  December  31,  1998.  This
financial  statement is the  responsibility  of the  Company's  management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures  in  the  balance  sheet.  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
audit provides a reasonable basis for our opinion.

In our opinion,  the balance sheet  referred to above  presents  fairly,  in all
material respects,  the financial position of FFCA Investor Services Corporation
88-B as of December 31, 1998, in conformity with generally  accepted  accounting
principles.

                                              /s/ Arthur Andersen LLP

Phoenix, Arizona
 January 7, 1999.

                                       34
<PAGE>
                    FFCA INVESTOR SERVICES CORPORATION 88-B


                        BALANCE SHEET - DECEMBER 31, 1998




                                     ASSETS


Cash                                                                   $100
Investment in Scottsdale Land Trust Limited Partnership, at cost        100
                                                                       ----
                    Total Assets                                       $200
                                                                       ====

                                    LIABILITY

Payable to Parent (Note 2)                                             $100
                                                                       ----

                              STOCKHOLDER'S EQUITY


Common Stock; $l par value; 100 shares authorized,
  issued and outstanding                                                100
                                                                        ---
                    Liability and Stockholder's Equity                 $200
                                                                       ====

       The accompanying notes are an integral part of this balance sheet.

                                       35
<PAGE>
                     FFCA INVESTOR SERVICES CORPORATION 88-B

                             NOTES TO BALANCE SHEET
                                DECEMBER 3L, L998

(l) Operations:

         FFCA Investor Services Corporation 88-B (a Delaware corporation) (88-B)
was organized on August 11, 1987 to act as the assignor limited partner in
Scottsdale Land Trust Limited Partnership (SLT).

         The assignor limited partner is the owner of record of the limited
partnership units of SLT. All rights and powers of 88-B have been assigned to
the holders, who are the registered and beneficial owners of the units. Other
than to serve as assignor limited partner, 88-B has no other business purpose
and will not engage in any other activity or incur any debt.

(2) Related Parties:

         Perimeter Center Management Company (a Delaware corporation) (PCMC) is
the sole stockholder of 88-B. The general partner of SLT is an affiliate of
PCMC.

                                       36
<PAGE>

                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                                       AND
                     FFCA INVESTOR SERVICES CORPORATION 88-B

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

                                  EXHIBIT INDEX

The  following is a complete  list of exhibits  filed as part of this Form 10-K.
For  electronic  filing  purposes  only,  this report  contains  Exhibit 27, the
Financial  Data  Schedule.  Exhibit  numbers  correspond  to the  numbers in the
Exhibit Table of Item 601 of Regulation S-K.

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

                                     Exhibit
                                     -------

          99.  Annual Portfolio  Valuation of Cushman & Wakefield
               as of December 31, 1998.

          Pursuant to Rule 12b-32 under the Securities  Exchange Act of 1934, as
amended,  the  following  documents,  filed  with the  Securities  and  Exchange
Commission  on March 31, 1994 as exhibits to the  Co-Registrants'  Form 10-K for
fiscal  year  ended  December  31,  1993,   Commission  File  No.  0-17626,  are
incorporated herein by this reference.

                                                                     Form 10-K
                                                                    Exhibit No.
                                                                    -----------
First Amendment to Exclusive  Management Agreement by and between       10.1
the Partnership  and The Westcor Company II Limited  Partnership,
dated May 1, 1990.

Second Amendment to Exclusive Management Agreement by and between       10.2
the Partnership  and The Westcor Company II Limited  Partnership,
dated January 1, 1994.

          Pursuant to Rule 12b-32 under the Securities  Exchange Act of 1934, as
amended,  the  following  documents,  filed  with the  Securities  and  Exchange
Commission  on March 24, 1989 as exhibits to the  Co-Registrants'  Form 10-K for
the fiscal year ended  December  31, 1988,  Commission  File No.  33-18041,  are
incorporated herein by this reference.

                                       37
<PAGE>

                                                                     Form 10-K
                                                                    Exhibit No.
                                                                   -----------
The Amended and  Restated  Certificate  and  Agreement of Limited         4
Partnership  which  governs  the  Partnership,  as filed with the
Secretary of State of Delaware on November 23, 1988.

Acquisition,  Construction and Term Loan Agreement by and between        10
the  Partnership  and Franchise  Finance  Corporation of America,
dated as of December 29, 1988.

         Pursuant to Rule 12b-32  under the  Securities  Exchange
Act of 1934, as amended, the following documents,  filed with the
Securities  and Exchange  Commission on June 14, 1988 as exhibits
to the  Co-Registrants'  Registration  Statement  on  Form  S-11,
Registration  No.  33-18041,  are  incorporated  herein  by  this
reference.
                                                                     Exhibit No.
                                                                     -----------

The Certificate of  Incorporation  which governs the Corporation,        4(b)
as filed with the  Secretary  of State of  Delaware on August 11,
1987.

Bylaws of FFCA Investor Services Corporation 88-B.                       4(c)

Exclusive  Management Contract by and between the Partnership and       10(c)
The Westcor Company II Limited  Partnership,  dated as of June 7,
1988.

                                       38