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, 1997

                                                         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
<PAGE>
                                     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, to serve
as the initial limited partner of the Partnership and the owner of record of the
limited  partnership  interests  in the  Partnership.  The  limited  partnership
interests are assigned by FFCA Investor  Services  Corporation 88-B 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
$50,000,000 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  $50,000,000.  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 $43,250,000 in net offering proceeds following the conclusion of
the offering of the Units.
<PAGE>
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  $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 $8,500,000 for the
acquisition of a 4.6-acre parcel of land within the Property (the "FFCA Parcel")
and the construction of an office building thereon (the "FFCA Office Building").
(The loan for the  acquisition  of the FFCA Parcel and the  construction  of the
FFCA  Office  Building  is  referred  to  hereafter  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,  which 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  $8,500,000 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  which was  allocated to the FFCA
Parcel  when  such  Infrastructure  was  completed.   The  construction  of  the
Infrastructure  was substantially  completed by the end of the second quarter in
1990;  therefore,  such 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.

         Pursuant to the terms of the Loan  Agreement,  upon  expiration  of the
term of the  Acquisition  and  Construction  Loan in April 1990, the outstanding
principal balance thereunder was converted into a long-term  permanent loan (the
"Permanent  Loan"). The term of the Permanent Loan is ten years and provides for
payments of interest only, at a rate of ten percent per year, until maturity, at
which time the full  principal  amount  must be repaid to the  Partnership.  The
maturity  date of the  Permanent  Loan is May 1, 2000.  FFCA is obligated to pay
this interest on a monthly basis for interest accrued in the previous month. 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 obligations of FFCA under
the Loan Agreement are guaranteed by the General Partner.  During 1997, 1996 and
1995,  FFCA 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 FFCA Office  Building  influences  the quality and style of further
development of the
                                       2
<PAGE>
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 subterranean parking.

         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  anticipates using 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
which invests in chain restaurant real estate, as well as convenience stores and
automotive service and parts stores throughout the United States.  FFCA's common
stock is listed  and  traded on the New York  Stock  Exchange  under the  symbol
"FFA."

Marketing and Sales Programs

         The marketing  program  implemented by the Partnership for the Property
resulted  in sales of 21 land  parcels  representing  approximately  73 acres in
1997.   The  Property   currently  has  seven   tenant-occupied   buildings  and
construction has commenced on several other buildings.

         The first sale of 1997,  completed on January 15,  1997,  was to Coyote
View Plaza, LLC which bought 2.1 acres for approximately $500,000.  Construction
on the  two-story,  27,000 sq. ft.  medical and dental  facility was finished in
1997.

         On  February  20,  1997,  a  private  investor  bought  1.8  acres  for
approximately $600,000 for the construction of the international headquarters of
Discover  The  World  Marketing.   The  headquarters  was  designed  by  H  &  S
International Design Group, which also occupies space in the building.

         On February 28, 1997, 6.2 acres were sold to the Hemholdt  Family Trust
for  approximately  $1.8 million to develop an office  complex with the Cornwell
Group called  Turnstone  Office Park. On May 30, 1997, the Hemholdt Family Trust
purchased an additional 4.6 acres  adjacent to property in its initial  purchase
for the Turnstone Office Park for approximately  $1.3 million.  On September 16,
1997,  the  Partnership  sold an additional  3.8 acres to the Cornwell  Group in
another section of The Perimeter Center for approximately $1.2 million that will
be developed into office and/or warehouse  space.  The acreage  purchased by the
Hemholdt Family Trust and the Cornwell Group in The Perimeter Center during 1997
totaled 14.6 acres. Construction has commenced on both sites.

         On April 8, 1997,  two acres were sold for  approximately  $500,000  to
private investors.  The recently completed facility is an interior design center
for Est Est, Incorporated.

         On May 5, 1997, 3.6 acres were sold to Perimeter  Professional Offices,
LLC for  approximately  $1.3 million to develop two,  two-story office buildings
for occupancy by the owners and third parties.

         On July 10, 1997,  Pacesetter,  Inc., a subsidiary of St. Jude Medical,
Inc.,  an existing  owner of 11.8 acres at The Perimeter  Center,  exercised its
right of first  refusal  on two  adjacent
                                       3
<PAGE>
parcels  aggregating 6.1 acres for approximately $1.3 million. In February 1997,
Pacesetter completed  construction of a 62,000 sq. foot office and manufacturing
facility. Pacesetter now owns a total of 17.9 acres at The Perimeter Center.

         On August 27, 1997,  8.7 acres were sold to Biltmore  Perimeter LLC for
approximately $2.7 million to construct an office building.

         On September 10, 1997, 16.7 acres were sold for an aggregate sale price
of  approximately  $5.4 million to Green Tree Financial  Corporation.  An office
complex for the financial services company is planned for the site.

         On October 15,  1997,  Carlson Real Estate  purchased  11.1 acres for a
sale price of  approximately  $2.8 million.  Subsequent to this sale, Mont Aster
LLC purchased the parcel from Carlson Real Estate.

         On October 27,  1997,  Semy  Engineering,  a  semi-conductor  equipment
company, purchased 6.1 acres for approximately $1.8 million for the construction
of an 80,000 sq. foot headquarters building.

         As of March 2, 1998,  the  Partnership  had in escrow two land  parcels
representing  5.1 acres that are scheduled to close by the end of March 1998 for
an aggregate sales price of approximately $1.8 million.  The two parcels will be
the sites of the  corporate  headquarters  of a vitamin  company  and a computer
software company.  These pending sales bring the remaining acreage to be sold to
approximately  95 acres,  which  represents  approximately  50% of The Perimeter
Center's net usable land.

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
therein and the  subsequent  sale of such  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., an
Arizona   nonprofit   corporation)  has  been  formed  to  further  enhance  the
development of the Property.

         Approximately  $9,000,000  of the  proceeds  from the offering has been
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
                                       4
<PAGE>
serving the Property have been placed  underground to enhance the appearance and
development   of  the  Property.   The  General   Partner   believes  that  such
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 1997, the City of Scottsdale  voted to accelerate the development of
the Outer Loop freeway by loaning the Arizona  Department  of Highways the money
to  complete  the loop by the year  2001.  This  accelerated  time  schedule  is
intended in part to accommodate two major projects which are located to the west
of The  Perimeter  Center - the Sumitomo  Sytix  computer  chip plant,  which is
currently operating, and the Mayo Clinic Hospital,  scheduled to be completed by
late 1998.

         With this accelerated  development,  two potential  development matters
have been  raised.  The Federal  Emergency  Management  Association  ("FEMA") is
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 will be included in the District. According to
representatives of the City of Scottsdale,  the City's current plan with respect
to the District is to assess then-current property owners within the District at
a rate of  approximately  $3,800  per acre  commencing  in the year  2000.  This
assessment will be payable in semi-annual  installments (with interest) over ten
years.  To the  extent the  Partnership  still owns land from and after the year
2000,  it would be  subject to the  assessment.  The City may also  purchase  an
easement  on the  southeast  portion  of the  Property  in  connection  with its
improvements  relating to the District.  In addition,  the Arizona Department of
Transportation   has  notified  the  Partnership  that  it  wishes  to  purchase
approximately  1.4 acres on the eastern boundary of the Property for the purpose
of widening the frontage road  southbound  along the proposed Outer Loop.  These
proposals are still pending at this time and the General  Partner  believes they
will not have a significant impact on the Partnership.

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.  Such  summaries  are not
intended  to be  complete,  and  reference  is  hereby  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  such
property  management services on an exclusive basis pursuant to the terms of the
Management  Agreement.  During 1997, 1996 and 1995,  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.
                                       5
<PAGE>
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 commencement of construction.  Construction  would be commenced
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.

Competition

         The  Partnership's  major sources of competition are other office parks
located in the  greater  Phoenix  metropolitan  area which have  vacant land for
sale.

Real Estate Activities Near The Perimeter Center

         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 just been
completed.  Construction  recently  commenced on the  Gleneagles  Apartments,  a
448-unit  development to the west of Scottsdale Links. To the west of Gleneagles
Apartments is Montana del Sol, a 102-unit condominium complex.

         The  Greenway-Hayden  Loop  Bridge,  to  the  west  of  the  Gleneagles
Apartments is now open. In February 1999,  after  construction  commences on the
Outer  Loop  freeway  in the  vicinity  of the  Perimeter  Center,  the  City of
Scottsdale  plans to route  southbound  Pima Road traffic  through the Perimeter
Center and over this bridge. The Partnership is seeking assurances from the City
that it will take  appropriate  action so that this increased  traffic flow will
not adversely affect access to The Perimeter Center.

         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.  North of The Perimeter  Center is the Grayhawk
development, with 7,400 homes planned and two championship public golf courses.

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
                                       6
<PAGE>
administrative proceeding with respect to its compliance with such environmental
standards.  In addition,  the Partnership  does not anticipate being required to
expend any funds in the near future for  environmental  protection in connection
with its respective 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.

         The  Partnership  pays an  affiliate  of the  General  Partner  for the
maintenance  of the books  and  records  of the  Partnership  and for  computer,
investor and legal services  performed for the  Partnership.  During 1997,  this
affiliate  of the  General  Partner  completed  the  design of a new  accounting
information  system  that was begun in 1996 and was  implemented  on  January 1,
1998. The new system is "Year 2000"  compliant  which means that the system will
know how to handle any dates that refer to the 21st century. By the end of 1998,
all of the  affiliate's  significant  information  systems that would impact the
Partnership  will be "Year 2000"  compliant.  The affiliate is in the process of
assessing the key suppliers that it relies upon in addition to any other systems
that are sensitive to dates (such as the telephone and power systems, elevators,
security systems, and so on), and has developed a plan for any such systems that
are found to be noncompliant.

         A five-phase process was adopted by the affiliate to address the issues
associated with the year 2000 including:  (1) an inventory and assessment of the
systems and electronic  devices that may be at risk; (2) the  identification  of
potential  solutions;  (3) the  implementation  of upgrades or  replacements  to
affected  systems or devices;  (4) the verification of compliance and testing of
the revised systems;  and (5) the training of users on the new systems. To date,
the inventory and assessment  phase of all critical  computer  hardware has been
completed, as have the operating system and database software, and statements of
"Year  2000"  compliance  have  been  received  from the  related  vendors.  The
verification  of "Year 2000"  compliance  through  testing of these  systems and
training of users is nearly complete.

         As of March 2, 1998, the  Partnership  has sold  (including  parcels in
escrow)  approximately  50% of the net usable acres of the Property.  Should the
Partnership  sell all of its remaining  land acreage prior to the year 2000, the
Partnership  will likely be liquidated  and  dissolved,  in accordance  with the
partnership  agreement,  prior to January 1, 2000. Under this circumstance,  the
"Year 2000" issue is not anticipated to have any effect on the Partnership.

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
                                       7
<PAGE>
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,"  "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:

         o        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

         o        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

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

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

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

                  o        Construction   on  the  Outer  Loop  freeway  in  the
                           vicinity  of The  Perimeter  Center is  scheduled  to
                           commence in February,  1999,  and is likely to result
                           in  the  closure  of  Pima  Road  south  of  Princess
                           Boulevard.  The impact of this  closure  on  property
                           sales cannot be ascertained

                  o        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

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

                  o        Slowing of population and job growth in Arizona
                                       8
<PAGE>
                  o        The  supply  of   unimproved   land  in  the  Phoenix
                           metropolitan area

                  o        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 constitutes 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 2, 1998, the Property's  remaining acreage to
be sold (which excludes  parcels in escrow)  consists of approximately 95 acres.
In 1997,  parcels  were sold for between  $5.00 and $8.00 per square  foot.  The
Property is 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 which have been  consummated  (excluding sales
in escrow) as of March 2, 1998.

         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 subterranean 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  restaurant  real  estate,  as well as  convenience
stores and automotive service and parts stores 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
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.

         TNT Bestway Transportation,  Inc. The sale transaction with TNT Bestway
Transportation Inc. was completed on February 6, 1996. It involved the sale of a
4.8-acre parcel for a sales price of approximately  $1 million.  The transaction
also gives TNT Bestway an option to purchase an  additional  6.5 adjacent  acres
through August 1998. The site will become the freight  transportation  company's
regional office, covering California to Texas.

         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
                                       9
<PAGE>
$440,000. G & D Partnership operates a construction company in the Southwest and
will be building its 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 will be 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 which
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  will be 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 office space for
rent.

         Hemholdt 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 corporate office buildings
are planned for the sites and construction is currently underway.

         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 recently-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.

         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 for the financial services company
is planned for 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.
                                       10
<PAGE>
         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.

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
1997.

                                     PART II

Item 5.  Market for Co-Registrants' Units and Related Security Holder Matters.

         Market  Information.  During  1997,  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 2, 1998,  there were 3,067 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:

                                      1997

       Date of                        Number         Per Unit          Total
     Distribution                    of Units      Distributions   Distributions
     ------------                    --------      -------------   -------------

March 31                              50,000         $    53.35      $ 2,667,000
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      $19,692,000
                                                     ==========      ===========

                                      1996

       Date of                        Number         Per Unit          Total
     Distribution                    of Units      Distributions   Distributions
     ------------                    --------      -------------   -------------

March 31                              50,000         $   70.37       $ 3,518,500
June 30                               50,000              6.14           307,000
September 30                          50,000               --                --
December 31                           50,000             18.79           939,500
                                                     ---------       -----------
                                                     $   95.30       $ 4,765,000
                                                     =========       ===========
                                       11
<PAGE>
         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 $595.42 per Unit as of December 31, 1997.

         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
(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  for  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 hereby 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.
                                       12
<PAGE>
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,
                                   1997           1996           1995           1994           1993
                                   ----           ----           ----           ----           ----
<S>                            <C>            <C>            <C>            <C>            <C>
Revenues                       $ 22,289,391   $  5,981,588   $    920,426   $    892,589   $    889,361
Net Income (Loss)                 8,797,901      1,974,758         46,044        153,430       (407,529)
Net Income (Loss) Per
  Limited Partnership Unit           175.90          39.49            .91           3.04          (8.07)
Total Assets                     32,541,537     40,259,651     42,024,785     41,989,599     41,858,418
Distributions of Cash from
  Operations to Holders          19,692,084      4,765,456           --             --             --
Distributions of Cash from
  Operations Per Unit                393.84          95.31           --             --             --
Return of Capital to Holders           --             --             --             --             --
Return of Capital Per Unit             --             --             --             --             --
</TABLE>


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  $2,800,000.  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.

         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
$1.6 million at December 31, 1997, to the extent required, will be sufficient to
pay the Partnership's operating expenses in 1998 and that cash proceeds from the
sale of parcels will be available for  distribution to the Holders.  At December
31, 1997, the Partnership had cash and marketable  securities with a maturity of
three months or less aggregating  $5,844,446 of which $4,228,500 was paid out to
the Holders in February 1998 as their fourth quarter 1997
                                       13
<PAGE>
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
such  borrowing to be in the best  interests of the  Partnership.  In connection
with such  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.

         During the year ended December 31, 1997, the  Partnership  sold 21 land
parcels   aggregating  73  acres  to  unaffiliated  third  parties.   Land  sale
transactions  during the year provided  aggregate  cash sales  proceeds of $21.1
million.  The parcels had a total original cost of $11.2 million and closing and
other costs of approximately $1.4 million.  These parcel sales resulted in gains
totaling $8.5 million.  Distributions declared from the parcel sales amounted to
$19.7 million in 1997.

         At  December  31,  1997,  the  Partnership  had  two  parcels  of  land
(approximately  5 acres total) under  contract for sale for a purchase  price of
approximately  $1.8 million to two  unaffiliated  third  parties.  The aggregate
original cost of the parcels is approximately  $900,000.  Approximately 95 acres
(excluding  parcels in escrow)  remain  available  for sale within The Perimeter
Center and the Partnership  has entered into  preliminary  negotiations  for the
sale of several 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.

         The  Partnership  pays an  affiliate  of the  General  Partner  for the
maintenance  of the books  and  records  of the  Partnership  and for  computer,
investor and legal services  performed for the  Partnership.  During 1997,  this
affiliate  of the  General  Partner  completed  the  design of a new  accounting
information  system  that was begun in 1996 and was  implemented  on  January 1,
1998. The new system is "Year 2000"  compliant  which means that the system will
know how to handle any dates that refer to the 21st century. By the end of 1998,
all of the  affiliate's  significant  information  systems that would impact the
Partnership will be "Year 2000" compliant.

         As of March 2, 1998, the  Partnership  has sold  (including  parcels in
escrow) 50% of the net usable acres of the Property. Should the Partnership sell
all of its remaining land acreage prior to the year 2000, the  Partnership  will
likely  be  liquidated  and  dissolved,   in  accordance  with  the  partnership
agreement,  prior to January 1, 2000. Under this  circumstance,  the "Year 2000"
issue is not anticipated to have any affect on the Partnership.

         With  accelerated  development  in the  Scottsdale,  Arizona area,  two
potential development matters have been raised. The Federal Emergency Management
Association  ("FEMA") is 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 will be
                                       14
<PAGE>
included  in  the  District.   According  to  representatives  of  the  City  of
Scottsdale,  the City's  current  plan with respect to the District is to assess
then-current  property  owners  within the  District at a rate of  approximately
$3,800 per acre  commencing in the year 2000. This assessment will be payable in
semi-annual  installments  (with  interest)  over ten  years.  To the extent the
Partnership still owns land from and after the year 2000, it would be subject to
the assessment.  The City may also purchase an easement on the southeast portion
of the Property in connection with its improvements relating to the District. In
addition,  the Arizona Department of Transportation has notified the Partnership
that it wishes to purchase  approximately  1.4 acres on the eastern  boundary of
the Property for the purpose of widening the frontage road southbound  along the
proposed  Outer Loop.  These  proposals  are still  pending at this time and the
General  Partner  believes  they  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.

         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,  1997  Compared  to Fiscal Year Ended
December 31, 1996. Land sales comprise the majority of the total 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  the year  increased  27% to
approximately  $290,000 per acre from  approximately  $227,500 per acre for land
sold during the year ended December 31, 1996.  Gain as a percentage of land sale
revenues  remained  relatively  constant at 40% for the year ended  December 31,
1997 as compared to 39% for the year ended December 31, 1996.

       Interest and other income for the year ended  December 31, 1997 increased
by approximately $177,000 over the comparable period of 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 net 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 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.
                                       15
<PAGE>
         Fiscal  Year Ended  December  31,  1996  Compared  to Fiscal Year Ended
December 31, 1995. Total revenues were $5.98 million for the year ended December
31, 1996 as  compared to $920,426  for the year ended  December  31,  1995.  The
increase in  revenues  relates  primarily  to land sales of $5 million and to an
increase in interest  income  earned on  temporary  investment  securities  held
during  the  year  resulting  from  land  sale  proceeds   invested,   prior  to
distribution to the limited partners.

         Total expenses  increased to $4 million for the year ended December 31,
1996 from $874,382 for the year ended December 31, 1995. The increase  primarily
represents  the cost of land sales  aggregating  $3 million,  which includes the
original land and infrastructure  costs totaling $2.8 million and costs totaling
$238,248 related to closing the sales transactions. In addition, General Partner
fees were  higher in 1996  than in 1995  because  the  General  Partner,  in its
discretion,   permanently  waived  approximately  $109,000  of  the  partnership
management fees otherwise  payable by the  Partnership in 1995.  Marketing costs
also  increased  from  $67,737 in 1995 to $81,436 in 1996  related to  increased
marketing efforts at The Perimeter  Center.  The decrease in property taxes from
$186,455  in 1995 to  $175,626 in 1996  resulted  from the sale of land  parcels
during 1996.

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 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.

                                    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
                                       16
<PAGE>
Services Corporation 88-B are as follows:

PCMC

                                    Director

                Name                                Position Held Since
                ----                                -------------------

Morton H. Fleischer                                         1993

                                    Officers
<TABLE>
<CAPTION>
                                                                                                   Associated
                                                                                                    With PCMC
               Name                                       Positions Held                              Since
               ----                                       --------------                              -----
<S>                                  <C>                                                              <C>
Morton H. Fleischer                  President and Chief Executive Officer                            1993
John R. Barravecchia                 Executive Vice President, Chief Financial Officer,               1993
                                     Treasurer and Assistant Secretary
Christopher H. Volk                  Executive Vice President, Chief Operating Officer,               1993
                                     Secretary and Assistant Treasurer
Dennis L. Ruben                      Executive Vice President, General Counsel and Assistant          1994
                                     Secretary
Stephen G. Schmitz                   Executive Vice President, Chief Investment Officer and           1995
                                     Assistant Secretary
Catherine F. Long                    Senior Vice President-Finance, Principal Accounting              1993
                                     Officer, Assistant Secretary and Assistant Treasurer
</TABLE>

FFCA INVESTOR SERVICES CORPORATION 88-B

                                    Director

                    Name                            Position Held Since
                    ----                            -------------------

Morton H. Fleischer, Chairman                              1986

                                    Officers
<TABLE>
<CAPTION>
                                                                                     Position Held
              Name                                 Positions Held                         Since
              ----                                 --------------                         -----
<S>                               <C>                                                     <C>
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
</TABLE>

         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
                                       17
<PAGE>
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 61, 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
President,  Chief  Executive  Officer  and  Chairman  of the Board 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 42,  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. He was appointed
Vice  President  and Chief  Financial  Officer of FFCA I in December  1986,  and
Senior  Vice  President  in October  1989.  Mr.  Barravecchia  was  elected as a
director  of FFCA I in March  1993 and  Treasurer  in  December  1993.  Prior to
joining FFCA I, Mr.  Barravecchia was associated with the  international  public
accounting firm of Arthur Andersen LLP.

         Christopher  H.  Volk,  age 41,  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 I's capital  preservation  and  underwriting  areas prior to
being named Vice  President-Research  in October 1989. In December  1993, he was
appointed Secretary and Senior Vice  President-Underwriting and Research of FFCA
I, and he was elected as a director  of FFCA I in March  1993.  Prior to joining
FFCA I, Mr. Volk was employed  for six years with the National  Bank of Georgia,
where his last position was Assistant  Vice  President and Senior  Correspondent
Banking Credit  Officer.  Mr. Volk is a member of the Association for Investment
Management and Research and the Phoenix Society of Financial Analysts.

         Dennis L. Ruben,  age 45,  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
                                       18
<PAGE>
FFCA and  served  as  attorney  and  counsel  for FFCA I from  1991 to 1994.  In
December  1993, he was appointed  Senior Vice  President and General  Counsel of
FFCA.  Prior to joining  FFCA I, Mr. Ruben was  associated  with the law firm of
Kutak Rock from 1980 until March 1991.  Mr. Ruben became a partner of Kutak Rock
in 1984. Mr. Ruben has been admitted to the Iowa, Nebraska and Colorado bars.

         Stephen G. Schmitz,  age 43, 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.  Prior to joining
FFCA I, Mr.  Schmitz was a  commercial  lender  with Mellon Bank in  Pittsburgh,
where his last position was Vice-President and Section Manager.

         Catherine  F.  Long,  age  41,  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  December  1978 to May
1990, Ms. Long was associated with the  international  public accounting firm of
Arthur Andersen LLP. Ms. Long is a certified  public  accountant and is a member
of the Arizona Society of Certified Public Accountants.

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  1997  and  Forms  5 and
amendments thereto furnished to the  Co-Registrants  with respect to fiscal year
ended December 31, 1997 (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 1997.

Item 11. Executive Compensation.

         Pursuant  to   provisions   contained  in  the   agreement  of  limited
partnership  which 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 in 1997.

         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
                                       19
<PAGE>
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.

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

         As of March 2, 1998, 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  2,  1998.  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 2,  1998.  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, 1997 and 1996
                  Statements of Operations for the years ended
                    December 31, 1997, 1996 and 1995
                  Statements of Changes In Partners' Capital for the
                    years ended December 31, 1997, 1996 and 1995
                  Statements of Cash Flows for the years ended
                    December 31, 1997, 1996 and 1995
                  Notes to Financial Statements

                  FFCA Investor Services Corporation 88-B
                                       20
<PAGE>
                  Report of independent public accountants
                  Balance Sheet as of December 31, 1997
                  Notes to Balance Sheet

         2.       Financial Statement Schedules

                  Schedule III-Schedule of Real Estate as of
                    December 31, 1997

                           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, 1997.

                           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.
<TABLE>
<CAPTION>
                                                                                                     Form 10-K
                                                                                                    Exhibit No.
                                                                                                    -----------
                           <S>                                                                           <C>
                           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.
</TABLE>

                           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>
<TABLE>
<CAPTION>
                                                                                                     Form 10-K
                                                                                                    Exhibit No.
                                                                                                    -----------
                           <S>                                                                           <C>
                           The Amended and Restated Certificate 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                            10
                           by and between the Partnership and Franchise  Finance
                           Corporation  of  America,  dated as of  December  29,
                           1988.
</TABLE>

                           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.
<TABLE>
<CAPTION>
                                                                                                    Exhibit No.
                                                                                                    -----------
                           <S>                                                                           <C>
                           The Certificate of  Incorporation  which governs                              4(b)
                           the 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.
</TABLE>

                  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, 1997.
                                       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 duly 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 27, 1998                        By /s/ Morton H. Fleischer
                                                --------------------------------
                                                    Morton H. Fleischer, General
                                                    Partner

                                             By   PERIMETER CENTER MANAGEMENT
                                                  COMPANY, Corporate General
                                                  Partner


Date:  March 27, 1998                        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 27, 1998                   By /s/ Morton H. Fleischer
                                           -------------------------------------
                                               Morton H. Fleischer, Chairman of
                                               the Board, President, Chief
                                               Executive Officer and Director



Date:  March 27, 1998                   By /s/ John Barravecchia
                                           -------------------------------------
                                               John Barravecchia, Executive Vice
                                               President, Chief Financial
                                               Officer, Treasurer and Assistant
                                               Secretary
<PAGE>
Date:  March 27, 1998                   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 duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                        FFCA INVESTOR SERVICES CORPORATION 88-B



Date:  March 27, 1998                   By /s/ Morton H. Fleischer
                                           -------------------------------------
                                               Morton H. Fleischer, Sole
                                               Director



Date:  March 27, 1998                   By /s/ John Barravecchia
                                           -------------------------------------
                                               John Barravecchia, President,
                                               Secretary, Principal Financial
                                               Officer and Principal Accounting
                                               Officer
<PAGE>
                              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, 1997 and 1996,
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, 1997.  These
financial  statements and the schedule referred to below are the  responsibility
of the  partnership's  general  partner.  Our  responsibility  is to  express an
opinion on these financial statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that  we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
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, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1997, in conformity with generally accepted accounting principles.

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.

                                            ARTHUR ANDERSEN LLP

Phoenix, Arizona
  January 9, 1998
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                    -----------------------------------------

                   BALANCE SHEETS - DECEMBER 31, 1997 AND 1996
                   -------------------------------------------
<TABLE>
<CAPTION>
                                                                    1997                   1996
                                                                 -----------            -----------
<S>                                                              <C>                    <C>
                                               ASSETS
                                               ------
LAND:
      Held for sale                                              $17,232,102            $26,326,289
      Subject to sale agreements (Note 3)                            911,184              2,980,166
      Subject to sale agreement with affiliate (Note 4)              788,287                788,287
                                                                 -----------            -----------

                 Total land                                       18,931,573             30,094,742

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

CASH AND CASH EQUIVALENTS                                          5,844,446              2,418,201

PREPAID EXPENSES AND OTHER                                           167,103                148,293
                                                                 -----------            -----------

                 Total assets                                    $32,541,537            $40,259,651
                                                                 ===========            ===========


                                  LIABILITIES AND PARTNERS' CAPITAL
                                  ---------------------------------


DISTRIBUTION PAYABLE TO LIMITED PARTNERS                         $ 4,228,540            $   939,956

PAYABLE TO GENERAL PARTNER                                              -                    58,481

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                106,893                160,927
                                                                 -----------            -----------

                  Total liabilities                                4,335,433              1,159,364
                                                                 -----------            -----------

PARTNERS' CAPITAL (DEFICIT):
      General partner                                                 (9,839)               (12,529)
      Limited partners                                            28,215,943             39,112,816
                                                                 -----------            -----------

                 Total partners' capital                          28,206,104             39,100,287
                                                                 -----------            -----------

                 Total liabilities and partners' capital         $32,541,537            $40,259,651
                                                                 ===========            ===========
</TABLE>
      The accompanying notes are an integral part of these balance sheets.
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                    -----------------------------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
<TABLE>
<CAPTION>
                                                                   1997                 1996              1995
                                                                -----------          ----------       --------------
REVENUES:
<S>                                                             <C>                  <C>              <C>
         Land sales                                             $21,134,951          $5,003,703       $       -
         Interest on loan to affiliate                              850,000             850,000             850,000
         Interest on investments and other                          304,440             127,885              70,426
                                                                -----------          ----------       -------------

                                                                 22,289,391           5,981,588             920,426
                                                                -----------          ----------       -------------
EXPENSES:
         Cost of land sales                                      12,606,036           3,036,171               -
         General partner fees (Note 7)                              319,327             360,752             266,264
         Property management fees (Note 5)                           36,000              36,000              36,000
         Marketing                                                   18,335              81,436              67,737
         Property taxes                                             142,633             175,626             186,455
         Other operating                                            369,159             316,845             317,926
                                                                -----------          ----------       -------------

                                                                 13,491,490           4,006,830             874,382
                                                                -----------          ----------       -------------

NET INCOME                                                      $ 8,797,901          $1,974,758       $      46,044
                                                                ===========          ==========       =============

NET INCOME ALLOCATED TO (Note 1):
         General partner                                        $     2,690          $       72       $         460
         Limited partners                                         8,795,211           1,974,686              45,584
                                                                -----------          ----------       -------------

                                                                $ 8,797,901          $1,974,758       $      46,044
                                                                ===========          ==========       =============

NET INCOME PER LIMITED
         PARTNERSHIP UNIT (based on 50,000
         units held by limited partners)                            $175.90              $39.49                $.91
                                                                ===========          ==========       =============
</TABLE>
        The accompanying notes are an integral part of these statements.
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                    -----------------------------------------

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                   ------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
<TABLE>
<CAPTION>
                                                         General        Limited
                                                         Partner        Partners           Total
                                                      ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>
BALANCE,  December 31, 1994                           $    (13,061)   $ 41,858,002    $ 41,844,941

         Net income                                            460          45,584          46,044
                                                      ------------    ------------    ------------

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
                                                      ============    ============    ============
</TABLE>
        The accompanying notes are an integral part of these statements.
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                    -----------------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
<TABLE>
<CAPTION>
                                                                  1997                 1996                 1995
                                                              -------------         -----------          ----------
<S>                                                           <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                $   8,797,901         $ 1,974,758          $   46,044
    Adjustments to net income:
      Change in assets and liabilities:
        Decrease in land held for sale                            9,094,187           3,761,396               -
        Decrease (increase) in land subject to
          sale agreements                                         2,068,982            (963,473)              -
        Decrease (increase) in prepaid expenses
          and other                                                 (18,810)             22,449              (1,707)
        Increase (decrease) in payable to general partner           (58,481)             31,384              27,097
        Increase (decrease) in accounts payable
          and accrued expenses                                      (54,034)             54,224             (37,955)
                                                              -------------         -----------          ----------

          Net cash provided by operating activities              19,829,745           4,880,738              33,479
                                                              -------------         -----------          ----------

CASH FLOWS FOR FINANCING ACTIVITIES:
    Limited partner distributions declared (Note 1)             (19,692,084)         (4,765,456)              -
    Increase in distribution payable                              3,288,584             939,956               -
                                                              -------------         -----------          ----------

          Net cash used in financing activities                 (16,403,500)         (3,825,500)              -
                                                              -------------         -----------          ----------
NET INCREASE IN CASH
    AND CASH EQUIVALENTS                                          3,426,245           1,055,238              33,479

CASH AND CASH EQUIVALENTS,
    beginning of year                                             2,418,201           1,362,963           1,329,484
                                                              -------------         -----------          ----------

CASH AND CASH EQUIVALENTS,
    end of year                                               $   5,844,446         $ 2,418,201          $1,362,963
                                                              =============         ===========          ==========
</TABLE>
        The accompanying notes are an integral part of these statements.
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                    -----------------------------------------

                          Notes to Financial Statements
                          -----------------------------

                           December 31, 1997 and 1996
                           --------------------------

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,  1997 is
         $595.42 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  $5,696,030  and  $1,349,448  at  December  31,  1997  and  1996,
respectively, and bank repurchase agreements (which are collateralized by United
States  Treasury and Government  obligations)  of $925,122 at December 31, 1996.
Short-term  investments  are  recorded  at cost  plus  accrued  interest,  which
approximates market value.
<PAGE>
         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
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,  1997,  the  Partnership  had  two  parcels  of  land
(approximately  5 acres total) under  contract for sale for a purchase  price of
approximately  $1.8 million to two  unaffiliated  third  parties.  The aggregate
original cost of the parcels is approximately $900,000.

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 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,  1997  exceeds the
carrying amount by $1.9 million;  however, changes in the fair value of the loan
receivable do not result in the  realization  or  expenditure of cash unless the
loan is actually paid off.

          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.

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 1997,  1996 and 1995, 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.
<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, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
                                                           1997             1996            1995
                                                        ----------       ----------       --------
<S>                                                     <C>              <C>              <C>
         Net income for financial reporting purposes    $8,797,901       $1,974,758       $ 46,044
         Differences for tax purposes in:
              Capitalized land inventory costs             212,788          230,557        251,826
              Additional Interest on FFCA loan             135,612          122,857        111,300
              Gain on sale of land                      (1,707,897)      (1,060,765)         -
              Other                                          1,449            3,279          2,949
                                                        ----------       ----------       --------

         Taxable income to partners                     $7,439,853       $1,270,686       $412,119
                                                        ==========       ==========       ========
</TABLE>

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,  1997,  the tax bases of the  Partnership's  assets and
liabilities  exceed the amounts  recorded for  financial  reporting  purposes by
$526,624. 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 1997, 1996 and 1995, fees paid or accrued to
the General Partner were as follows:
<TABLE>
<CAPTION>
                                                              1997        1996        1995
                                                            --------    --------    --------
<S>                                                         <C>         <C>         <C>
         Partnership management fee (3/4 of 1% of the
            Assets Under Management, payable monthly)       $319,327    $360,752    $266,264
                                                            ========    ========    ========
</TABLE>

         In 1995,  the  General  Partner  waived  $108,736,  of the  partnership
management fee otherwise  receivable from the Partnership in order to reduce the
Partnership's  reliance on cash reserves to fund operations.  As the Partnership
began the sale of parcels in 1996, none of the partnership  management fees were
waived in 1996 and 1997.

         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  $25,981 in 1997,  $25,360 in 1996 and $18,025 in 1995 for such
expenses.
<PAGE>
                                                                    SCHEDULE III

                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
                    -----------------------------------------

                             SCHEDULE OF REAL ESTATE
                             -----------------------
                             AS OF DECEMBER 31, 1997
                             -----------------------
<TABLE>
<CAPTION>
                                                                                           Cost          Gross Amount
                                                                                        Capitalized       At Which
                                                                        Initial Cost    Subsequent to     Carried At        Date
          Description            Location             Encumbrances     to Partnership    Acquisition    December 31, 1997  Acquired
-------------------------- --------------------- --------------------- -------------- ----------------- ----------------- ----------
<S>                         <C>                    <C>                   <C>            <C>             <C>               <C>
Improved land, 261 acres
  initially, 143 acres at                            Subject to
   December 31, 1997        Scottsdale, Arizona    sales agreements(3)   $23,913,185     $8,979,480        $18,931,573    Nov. 1988
                                                                         ===========     ==========        ===========
</TABLE>
              Notes:

                  (1)  The  aggregate  cost for Federal  income tax  purposes is
                       $17,898,667.
                  (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 1997,  the
                          Partnership  entered into two sales agreements to sell
                          approximately  5 acres of land, with an aggregate cost
                          to  the  Partnership  of  approximately   $900,000  to
                          unaffiliated third parties.
                  (4)  There were no  transactions  in real estate  during 1995.
                       Transactions  in real  estate  during  1996  and 1997 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
                                                              ===========
<PAGE>
                    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,  1997.  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, 1997, in conformity with generally  accepted  accounting
principles.


                                     ARTHUR ANDERSEN LLP


Phoenix, Arizona,
  January 9, 1998.
<PAGE>
                     FFCA INVESTOR SERVICES CORPORATION 88-B
                     ---------------------------------------


                        BALANCE SHEET - DECEMBER 31, 1997
                        ---------------------------------


                                     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.
<PAGE>
                     FFCA INVESTOR SERVICES CORPORATION 88-B
                     ---------------------------------------


                             NOTES TO BALANCE SHEET
                             ----------------------

                                DECEMBER 3l, l997
                                -----------------


(l) Operations:

           FFCA  Investor  Services  Corporation  88-B (a Delaware  corporation)
(88-B) was organized on August 11, l987 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.
<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.

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

                                                                    Sequentially
                              Exhibit                              Numbered Page
                              -------                              -------------

                  99.    Annual Portfolio Valuation of Cushman &
                         Wakefield as of December 31, 1997.

                  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.
<TABLE>
<CAPTION>
                                                                                                          Form 10-K
                                                                                                          Exhibit No.
                                                                                                          -----------

         <S>                                                                                                  <C>
         First Amendment to Exclusive Management                                                              10.1
         Agreement by and between the Partnership and
         The Westcor Company II Limited Partnership, dated May 1, 1990.


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

                  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 fiscal  year ended  December  31,  1988,
         Commission  File  No.  33-18041,   are  incorporated   herein  by  this
         reference.
<PAGE>
<TABLE>
<CAPTION>
                                                                                                          Form 10-K
                                                                                                          Exhibit No.
                                                                                                          -----------

         <S>                                                                                                  <C>
         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 by and                                             10
         between the Partnership and Franchise Finance Corporation of
         America, dated as of December 29, 1988.
</TABLE>

                  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.
<TABLE>
<CAPTION>
                                                                                                          Exhibit No.
                                                                                                          -----------

         <S>                                                                                                  <C>
         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.
</TABLE>