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

                                    FORM 10-K

(Mark One)

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

     For the fiscal year ended December 31, 1999

                                       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: (480) 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. It serves as the
initial  limited  partner  of the  Partnership  and the  owner of  record of the
limited partner interests in the Partnership. FFCA Investor Services Corporation
88-B assigns the limited partner interests to investors in the Partnership. FFCA
Investor  Services  Corporation  88-B conducts no other business  activity.  The
Partnership  and  FFCA  Investor  Services  Corporation  88-B  are  referred  to
collectively as the "Co-Registrants."

     As of December 31, 1999,  there remained unsold  approximately  47 acres of
the Property  (representing 7 parcels).  Three such parcels were sold subsequent
to  December  31,  1999 and  three  additional  parcels  totaling  13 acres  are
currently under contract for sale. A 7.3-acre parcel remains available for sale.
One of the contracts was entered into on February 7, 2000 with Franchise Finance
Corporation  of America,  an  affiliate  of the General  Partner,  to purchase a
parcel (approximately 4 acres) adjacent to its corporate headquarters. This sale
is subject to the  approval,  by vote,  of the  majority of the limited  partner
interests  of  the  Partnership.  Once  the  remaining  parcels  are  sold,  the
Partnership  will  liquidate and  distribute  its assets in accordance  with the
Partnership agreement.

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

     ACQUISITION OF THE PROPERTY.  On June 7, 1988, the Partnership entered into
a  Purchase  Agreement  for the  Property  with The  Westcor  Company II Limited
Partnership,  an Arizona  limited  partnership  ("Westcor II"). The Property was
purchased by the Partnership on December 1, 1988,  with the  Partnership  paying
$23,059,027  to Westcor II, and $854,158 in  capitalized  closing  costs,  for a
total acquisition price of $23,913,185 (including certain reimbursements).

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

     Construction  of the FFCA Office  Building was completed  during April 1990
and the maximum  $8.5  million was  advanced to FFCA under the  Acquisition  and
Construction  Loan.  The FFCA Parcel  purchase price of $704,214 did not include
the portion of the cost of the  Infrastructure  that was  allocated  to the FFCA
Parcel  when  the  Infrastructure   was  completed.   The  construction  of  the
Infrastructure  was substantially  completed by the end of the second quarter in
1990;  therefore,  the  allocable  portion was added to the amount drawn by FFCA
under the Loan Agreement.  The total amount  allocated to FFCA was $197,371.  In
accordance with generally accepted accounting principles, the sale of the parcel
to FFCA will be  recognized  in May 2000,  when the  amounts  loaned to FFCA are
repaid to the Partnership.

     In accordance  with the terms of the Loan  Agreement,  when the Acquisition
and Construction  Loan expired in April 1990, the outstanding  principal balance
was  converted  into a long-term  permanent  loan (the  "Permanent  Loan").  The
Permanent  Loan provides for payments of interest only, at an annual rate of ten
percent,  until maturity (May 1, 2000), at which time the full principal  amount
must be repaid to the  Partnership.  FFCA is obligated to pay this interest on a
monthly  basis for  interest  accrued in the previous  month.  FFCA has made all
payments of interest on a timely basis. The payments were paid to, and monitored
by, an independent trustee on behalf of the Partnership. The Permanent Loan also
provides for the payment of additional  interest  upon  maturity  based upon the
increase,  if any,  in the  value of the FFCA  Office  Building.  The  amount of
additional  interest to be paid by FFCA to the  Partnership  under the Permanent
Loan 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.  An  appraisal  of the FFCA Office  Building
(including the FFCA Parcel) was performed as of February 18, 2000. Based on this
appraisal,  the General Partner determined that the additional  interest owed by
FFCA would be $1,130,000. The General Partner guarantees the obligations of FFCA
under the Loan Agreement.

                                       2
<PAGE>
     Currently,  FFCA is obligated under the Loan Agreement for monthly interest
payments to the  Partnership.  The  failure of FFCA to perform  its  obligations
under the Loan Agreement would have a material adverse effect on the Partnership
since the Partnership  expects to use the payments under the Loan Agreement,  in
addition to the reserve established from the net proceeds of the offering of the
Units and the interest earned on such reserve,  to meet its operating  expenses.
FFCA is a  self-administered  real estate investment trust that invests in chain
store real estate  throughout the United  States.  FFCA's common stock is listed
and traded on the New York Stock Exchange under the symbol "FFA."

     As of January 15, 2000,  FFCA  transferred the FFCA Office Building to FFCA
Funding  Corporation,  an  affiliate  of FFCA.  The  FFCA  Office  Building  was
transferred  subject to the Loan Agreement and continues to secure the Permanent
Loan. FFCA will remain obligated to the Partnership  under the terms of the Loan
Agreement until its maturity,  as described above. As of March 1, 2000, FFCA was
current on its payments under the Loan Agreement.

     DEVELOPMENT OF THE PROPERTY. The Partnership's primary investment objective
is to achieve capital  appreciation  of the Property  through the development of
the  unimproved  land  and  the  subsequent  sale  of  the  improved  land  on a
parcel-by-parcel  basis.   Improvement  of  the  Property  was  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.  As of March 1, 2000, all but four parcels have been sold.
Of the remaining four, three are in escrow.

     A property owners' association,  Perimeter Center Owners Association,  Inc.
(the "Owners Association"), was formed to further enhance the development of the
Property.  The Owners Association is an Arizona nonprofit  corporation organized
to  oversee  the  maintenance,  preservation  and  architectural  control of the
Property and to promote the health,  safety and welfare of the property  owners.
Each  property  owner,  including  the  Partnership,  is a member of the  Owners
Association and a board of directors manages its affairs.

     Transportation  improvements  to the Pima  Freeway are underway and nearing
completion to Princess Drive.  In September 1998, the Pima Freeway  construction
began  between  Shea  Boulevard  and  Princess  Drive  (at the  north end of The
Perimeter  Center).  This  4.4-mile  segment of the Pima Freeway is scheduled to
open to traffic by summer 2001,  improving access to the Perimeter Center.  With
this  development,  two matters were raised.  The Federal  Emergency  Management
Agency  ("FEMA")  worked with the City of Scottsdale on area drainage  solutions
through  the  formation  of the Reata  Pass Wash  Desert  Greenbelt  Improvement
District (the  "District").  The  Perimeter  Center is included in the District.
Currently,  the  implementation  of  improvements  within the  District has been
placed on hold while the Army Corps of  Engineers  determines  whether or not an
environmental  impact  study  about the  effects of the  project  is  necessary.
Accordingly,  the annual assessments to be levied against property owners in The
Perimeter Center will be delayed pending a final determination by the Army Corps
as to the future of the project,  which may take several  years to complete.  In
the event the project is approved, the General Partner believes that it will not
have a significant impact on the Partnership since all but four of the remaining
parcels have been sold,  and three of the  remaining  four parcels are currently

                                       3
<PAGE>
under contract for sale. In addition,  the Arizona  Department of Transportation
("ADOT") notified the Partnership that it wished to obtain a temporary  easement
over certain acreage on the eastern  boundary of the Property in connection with
the  construction  of the Pima  Freeway and the  southbound  frontage  road.  On
December 22, 1999, ADOT purchased the temporary  construction  easement from the
Partnership  for  $26,400  and ADOT  agreed to pay the cost of the curb cuts and
related  improvements  at the  intersection of Anderson Drive and the southbound
frontage road. The City of Scottsdale had previously stated that the Partnership
would be required to pay the cost of these improvements (approximately $25,000).

     PARCEL SALES ACTIVITY IN 1999.  During 1999 the Partnership sold eight land
parcels  aggregating 37 acres to unaffiliated third parties.  The following is a
description of Property sales that closed in 1999:

     NASKO HOLDINGS,  LLC. Nasko  Holdings,  LLC purchased 4.5 acres of land for
approximately  $2,060,000 on July 16, 1999. Nasko Holdings, LLC plans to build a
new  state-of-the-art   facility  for  Maxwell   Productions,   LLC,  a  leading
manufacturer of digital variable disks (DVD's).

     CORNWELL  FINANCIAL  GROUP. On October 29, 1999,  Cornwell  Financial Group
purchased a 4.8-acre parcel for  approximately  $1,870,000.  Cornwell  Financial
Group is building the Cornwell  Technology  Center and part of the building will
be leased to a computer company and a finance company.

     PERIMETER OFFICE  OWNERSHIP,  LLLP. On December 15, 1999,  Perimeter Office
Ownership,  LLLP  purchased  2  parcels  totaling  10  acres  for  approximately
$4,570,000.  Perimeter Office Ownership, LLLP plans on developing a condo office
building.

     WALL STREET WEST, INC. Wall Street West, Inc.  purchased 2 parcels totaling
10.6 acres for approximately $5,265,000 on December 16, 1999. One parcel will be
used to develop restaurants,  a limited service hotel and other retail property.
The other parcel will be an office building, a part of which will be leased.

     SCOTTSDALE PERIMETER I, LLC. On December 30, 1999,  Scottsdale Perimeter I,
LLC purchased 2 parcels totaling 7 acres of land for  approximately  $3,355,000.
Scottsdale Perimeter I, LLC plans to build corporate offices for lease.

     PARCEL SALES  ACTIVITY IN 2000. At December 31, 1999, the  Partnership  had
three land parcels,  totaling  approximately 13 acres,  under contract for sale.
These three  parcels  were sold for $6.6  million in the first  quarter of 2000.
Subsequent to December 31, 1999, the Partnership  placed under contract for sale
three additional parcels of land, totaling 26 acres, to be sold to three buyers.
One of the buyers is an affiliate of the General Partner; therefore, the sale of
this  parcel is subject to the  approval,  by  consent,  of the  majority of the
limited  partner  interests  of  the  Partnership.  A  7.3-acre  parcel  remains
available for sale.

     COMPETITION  AND REAL ESTATE  ACTIVITIES  NEAR THE  PERIMETER  CENTER.  The
following is a general  description of real estate activities near the Perimeter
Center.

                                        4
<PAGE>
     Kierland,  a 235-acre  mixed-use project located two miles southwest of the
Perimeter  Center in the City of  Phoenix  is sold  out.  The  retail  component
continues  to develop with retail shops and  restaurants,  such as P.F.  Changs,
Mortons Steak House,  The Cheese Cake Factory,  Famous Door,  Optical  Shoppe of
Aspen, Tommy Bahama, Cutter Buck, Cold Stone and Z Gallery. The office component
is in development  with the addition of three buildings  totaling 270,000 square
feet and one building with 120,000 square feet,  all to be completed  during the
year 2000.  The Weston Hotel has planned to build a ten-story,  500-room  resort
hotel as part of the 27-hole Kierland Golf Club, which has been in existence for
four years.

     Northsight  business park,  two miles to the south of the Perimeter  Center
has  completed  five  buildings  for  corporate  users such as JDA  Software and
Vanguard  (now  starting  on its third  phase).  Sam's  Club and Super  Wal-Mart
recently  opened  at  Northsight.   Approximately  15  acres  zoned  for  retail
development remains for sale.

     Development  continues on major  residential  developments to the north and
east of the Perimeter Center.  DC Ranch is the largest,  which still anticipates
over 8,000 homes when completed.  McDowell  Mountain Ranch with over 4,400 homes
is nearing completion in 2000. A resort hotel to complement the existing 36-hole
golf course is also planned for this area.

     To  the  south,  Scottsdale  Links  apartments  have  been  converted  into
time-share  resort  properties;  the Marriott McDowell Mountain Hotel opened for
business in the summer of 1999;  and more  time-share  projects are planned near
the Princess  Hotel,  west of the  Perimeter  Center.  Seventeen  acres near the
Marriott  Hotel is for sale  along  with  approximately  ten acres on Bell Road,
zoned for retail use.

     The expected  completion of the Pima Freeway near the  Perimeter  Center in
2001 and lack of available  property in the area has increased the values in the
Perimeter Center.

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

     Westcor  II  receives  certain  fees  under  the  Management  Agreement  in
connection  with the  management  of the  Property.  Westcor II  provides  these
property  management  services on an exclusive basis,  based on the terms of the
Management  Agreement.  During 1999, 1998 and 1997,  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.

     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

                                       5
<PAGE>
litigation or administrative proceeding with respect to its compliance with such
environmental  standards. In addition, the Partnership does not anticipate being
required to spend any funds in the near future for  environmental  protection in
connection with its operations.

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

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

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

     The Partnership  encountered no system or facility-related  problems during
the rollover to the year 2000. No costs were incurred to date in addressing Year
2000 issues.

     FACTORS  AFFECTING  FUTURE  OPERATING  RESULTS.  A Proxy Statement is being
submitted  to  Investors  for  consent  to  sell  a  land  parcel  owned  by the
Partnership to Franchise  Finance  Corporation  of America,  an affiliate of the
general  partner,  for consent to the liquidation of the  Partnership  after all
remaining parcels are sold and other related matters.  There can be no assurance
as to the final terms of the proposed land sale  transaction  to FFCA,  that the
conditions  will  be  satisfied  or  that  the  proposed   transaction  will  be
consummated.

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  that is zoned for  commercial  development.
Approximately  75% of the Property's  gross acres constitute net acres available
for sale or lease after the deduction of land  dedicated for  rights-of-way  for
streets and other land not available for  development.  Infrastructure  in place
includes gas, sewer,  water,  electricity,  telephone,  and all streets,  curbs,
gutter and sidewalk work. At March 1, 2000, the Partnership had approximately 33
acres  remaining to be sold, of which 26 acres comprise  parcels in escrow.  The
Property is located north of downtown Scottsdale,  Arizona and approximately two
miles from the Scottsdale Airport, a business commuter terminal.

     The  following  is a  description  of the  Property  sales  that  have been
consummated (excluding sales in escrow) as of March 1, 2000.

     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 and  approximately
10,000 square feet for display by the Fleischer Museum.  The construction of the
Office  Building was completed in April 1990. FFCA is a  self-administered  real
estate  investment trust that invests in chain store real estate  throughout the
United States.

                                       6
<PAGE>
     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.

     USF BESTWAY  (FORMERLY TNT BESTWAY  TRANSPORTATION,  INC.) The initial sale
transaction  with USF Bestway was completed on February 6, 1996. It involved the
sale of a 4.8-acre  parcel for a sales price of  approximately  $1  million.  On
October 30, 1998, USF Bestway purchased  approximately  1.76 acres,  adjacent to
its  original  site,  for  approximately  $460,000.  The  site  is  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  $440,000.  G & D Partnership  operates  Linthicum
Constructors,   a  construction   company  in  the  Southwest,   and  built  its
award-winning corporate headquarters on the site.

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

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

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

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

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

                                       7
<PAGE>
     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.  In 1999,  Biltmore
Perimeter LLC sold the property to Scottsdale Perimeter I, LLC.

     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. A 140,000 square-foot office complex was constructed
and sold in 1999 to Metris Companies, Inc., to be used as their Western Regional
Headquarters.

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

     SEMY  ENGINEERING.   Semy  Engineering  purchased  a  6.1-acre  parcel  for
approximately  $1.8  million on October 27,  1997.  In 1999,  Hewson  Properties
purchased the site and are constructing a 62,000 square-foot office building for
lease.

     OLYMPIA LABS. Olympia Labs, a vitamin company, purchased 2.5 acres on March
20,  1998  for  approximately   $870,000.  This  site  is  the  company's  world
headquarters.

     ISMART,  LLC. On March 25, 1998,  ISMart LLC, a computer  software company,
purchased  a  2.6-acre  parcel  for  approximately   $900,000  to  be  used  for
construction of an office building, scheduled to be completed in 2000.

     G.G. LLC. The sale  transaction with G.G. LLC closed on June 30, 1998. G.G.
LLC purchased a 2.73-acre site for  approximately  $1 million to be used for the
construction of an insurance agency headquarters building.  This is scheduled to
be completed in 2000.

     WEISS  INVESTMENTS.  Weiss  Investments  purchased  2.13  acres of land for
approximately  $870,000  on  July  23,  1998.  The  parcel  is  currently  under
construction for an office building and is expected to be completed in 2000.

     ARIZONA  DEPARTMENT  OF  TRANSPORTATION.  On August 25,  1998,  the Arizona
Department  of  Transportation  purchased  3.73 acres of land for  approximately
$1,625,000  for an  additional  right-of-way  frontage  along  the Pima  Freeway
currently under construction.

     NASKO HOLDINGS,  LLC. Nasko  Holdings,  LLC purchased 4.5 acres of land for
approximately  $2,060,000 on July 16, 1999. Nasko Holdings, LLC plans to build a
new state-of-the-art  facility for Maxwell Productions,  LLC, which is a leading
manufacturer of digital variable disks (DVDs).

                                       8
<PAGE>
     CORNWELL  FINANCIAL  GROUP. On October 29, 1999,  Cornwell  Financial Group
purchased a 4.8-acre parcel for  approximately  $1,870,000.  Cornwell  Financial
Group is building the Cornwell  Technology  Center and part of the building will
be leased to a computer company and a finance company.

     PERIMETER OFFICE  OWNERSHIP,  LLLP. On December 15, 1999,  Perimeter Office
Ownership,  LLLP  purchased  2  parcels  totaling  10  acres  for  approximately
$4,570,000.  Perimeter  Office  Ownership,  LLLP plans on  developing  an office
building on this site.

     WALL STREET WEST, INC. Wall Street West, Inc.  purchased 2 parcels totaling
10.6 acres for approximately $5,265,000 on December 16, 1999. One parcel will be
used to develop restaurants,  a limited service hotel and other retail property.
The other parcel will be an office building, a part of which will be leased.

     SCOTTSDALE PERIMETER I, LLC. On December 30, 1999,  Scottsdale Perimeter I,
LLC purchased 2 parcels totaling 7 acres of land for  approximately  $3,355,000.
Scottsdale Perimeter I, LLC plans to build corporate offices for lease.

     At December 31, 1999, the  Partnership  had 34 acres available for sale and
13 acres in escrow under  contract for sale.  The 13 acres in escrow at December
31, 1999 were closed  during the first two months of 2000.  As of March 1, 2000,
the Partnership  had three parcels of land under contract for sale,  totaling 26
acres, to be sold to three buyers.  Two buyers expect to close escrow by the end
of the second quarter of 2000 and the other is a related party  transaction that
is subject to the  approval,  by vote,  of the  majority of the limited  partner
interests of the Partnership. One 7.3-acre parcel remains available for sale.

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 1999.

                                    PART II

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

     MARKET  INFORMATION.  During 1999, 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 1, 2000, there were 3,036 record holders of the Units.

                                       9
<PAGE>
     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:

                                       1999
        ----------------------------------------------------------------
           Date of         Number         Per Unit             Total
        Distribution      of Units      Distributions      Distributions
        ------------      --------      -------------      -------------
        March 31           50,000         $     --           $        --
        June 30            50,000               --                    --
        September 30       50,000            38.47             1,923,500
        December 31        50,000           286.29            14,314,500
                                          --------           -----------
                                          $ 324.76           $16,238,000
                                          ========           ===========

                                       1998
        ----------------------------------------------------------------
           Date of         Number         Per Unit             Total
        Distribution      of Units      Distributions      Distributions
        ------------      --------      -------------      -------------
        March 31           50,000         $  32.11           $ 1,605,500
        June 30            50,000            19.97               998,500
        September 30       50,000            48.85             2,442,500
        December 31        50,000             8.82               441,000
                                          --------           -----------
                                          $ 109.75           $ 5,487,500
                                          ========           ===========

     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 $362.62 per Unit as of December 31, 1999.

     The primary  source of cash  distributions  in the future is expected to be
from the sale of the remaining parcels of the Property.  Generally, net proceeds
received from the sale of the parcels 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 that  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 of parcels of the Property
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 improvements on parcels in the
Property. For a complete description of the manner in which the disbursable cash

                                       10
<PAGE>
of the  Partnership  and proceeds  from the sale of the parcels  comprising  the
Property will be distributed and the manner in which the profits, gains, losses,
deductions and credits of the Partnership  will be allocated,  reference is made
to Article Four of the  Partnership  Agreement  referenced  as Exhibit 4 to this
Report.  Any differences in the amounts of distributions  set forth in the above
tables from the  information  contained  in Item 6 below are due to rounding the
amount of  distributions  payable  per Unit down to the  nearest  whole cent and
carrying any fractional cents forward from one period to the next.

     As soon as practicable after the sale of the remaining parcels, the General
Partner  will  take all steps  necessary  to  complete  the  liquidation  of the
Partnership. Upon liquidation of the Partnership, the General Partner will apply
and  distribute  the assets of the  Partnership  to  Investors  and the  General
Partner,  in accordance with the provisions of the Partnership  Agreement.  Each
investor  will  receive  a  final  Schedule  K-1 of the  Partnership  as soon as
practicable after liquidation of the Partnership.

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,
                             -------------------------------------------------------------------
                                1999          1998          1997          1996          1995
                             -----------   -----------   -----------   -----------   -----------
<S>                          <C>           <C>           <C>           <C>           <C>
Revenues                     $18,200,381   $ 6,871,901   $22,289,391   $ 5,981,588   $   920,426
Net Income                     9,357,292     3,124,531     8,797,901     1,974,758        46,044
Net Income Per
  Limited Partnership Unit        187.07         62.44        175.90         39.49           .91
Total Assets                  33,440,753    26,482,368    32,541,537    40,259,651    42,024,785
Distributions of Cash from
  Operations to Holders       16,237,869     5,487,767    19,692,084     4,765,456            --
Distributions of Cash from
  Operations Per Unit             324.76        109.76        393.84         95.31            --
</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   $2.8  million.   The
Partnership's  primary  sources of revenue  are land  sales,  interest  payments
received  from  FFCA  under  the  Loan  Agreement  and  interest  earned  on the
Partnership's temporary investments.  As land parcels are sold, distributions of

                                       11
<PAGE>
the  net  cash  sale  proceeds  are  made in  accordance  with  the  partnership
agreement.  Once all of The Perimeter  Center parcels are sold, the  Partnership
will  liquidate all of its other assets and distribute  them in accordance  with
the  partnership  agreement.  As of March 1, 2000, the Partnership had 7.3 acres
available for sale and 26 acres in escrow under contract for sale.

     Funds pending distribution to the limited partners are temporarily invested
in U.S.  Government Agency discount notes and bank repurchase  agreements (which
are  secured  by United  States  Treasury  and  Government  obligations).  These
reserves  may be used from time to time to pay  amounts  assessed by the city or
county taxing  authorities for  developmental  or other costs. It is anticipated
that the Partnership's  revenues along with remaining  reserves of approximately
$2.3 million at December 31, 1999, to the extent required, will be sufficient to
pay the Partnership's operating expenses in 2000 and that cash proceeds from the
sale of parcels will be available for  distribution to the Holders.  At December
31, 1999, the Partnership had cash and marketable  securities with a maturity of
three months or less aggregating  $16,667,333 of which  $14,314,500 was paid out
to the Holders in February 2000 as their fourth quarter 1999  distribution,  and
the remainder of which will be held by the Partnership for reserves.

     During the year ended  December 31, 1999, the  Partnership  sold eight land
parcels  aggregating  approximately 37 acres to unaffiliated third parties.  The
land sale transactions during the year provided aggregate cash sales proceeds of
$17.1 million. The parcels had a total original cost of $7.3 million and closing
and other costs of approximately $878,000.  These parcel sales resulted in gains
totaling $8.9 million.  Distributions declared from the parcel sale net proceeds
amounted to $16.2 million in 1999.

     At December 31, 1999, the  Partnership  had 34 acres available for sale and
13 acres in escrow under contract for sale. The land in escrow  represents three
parcels under contract for sale at a price of approximately  $6.7 million to two
unaffiliated  third  parties.  The  aggregate  original  cost of the  parcels is
approximately  $3.1  million.  These parcels in escrow have been sold since year
end.

     As of March 1, 2000, the  Partnership  had remaining  three parcels of land
under contract for sale, totaling 26 acres, and one 7.3-acre parcel that remains
available  for sale.  One of the  contracts was entered into on February 7, 2000
with  Franchise  Finance  Corporation  of America,  an  affiliate of the General
Partner, to purchase a parcel  (approximately 4 acres) adjacent to its corporate
headquarters.  The sale is subject to the approval,  by vote, of the majority of
the limited  partner  interests of the  Partnership.  A Proxy  Statement will be
submitted  to investors  of the  Partnership  for consent to sell this parcel to
Franchise  Finance  Corporation of America.  The  Partnership  cannot  determine
which,  if any, of the parcels under  contract will result in the sale of a land
parcel and,  therefore,  cannot  predict the timing or amount of any future cash
distributions.

     In connection  with the  development in the  Scottsdale,  Arizona area, two
development  matters  were  raised.  The  Federal  Emergency  Management  Agency
("FEMA") worked with the City of Scottsdale on area drainage  solutions  through
the formation of the Reata Pass Wash Desert Greenbelt  Improvement District (the
"District").  The Perimeter Center is included in the District.  Currently,  the
implementation of improvements within the District has been placed on hold while
the Army Corps of Engineers  determines  whether or not an environmental  impact
study  about the effects of the project is  necessary.  Accordingly,  the annual

                                       12
<PAGE>
assessments to be levied against property owners in The Perimeter Center will be
delayed pending a final  determination by the Army Corps as to the future of the
project,  which may take several years to complete.  In the event the project is
approved,  the  General  Partner  believes  that it will not have a  significant
impact on the Partnership. In addition, the Arizona Department of Transportation
("ADOT") notified the Partnership that it wished to obtain a temporary  easement
over certain acreage on the eastern  boundary of the Property in connection with
the  construction  of the Pima  Freeway and the  southbound  frontage  road.  On
December 22, 1999, ADOT purchased the temporary  construction  easement from the
Partnership  for  $26,400  and ADOT  agreed to pay the cost of the curb cuts and
related  improvements  at the  intersection of Anderson Drive and the southbound
frontage road. The City of Scottsdale had previously stated that the Partnership
would be required to pay the cost of these improvements (approximately $25,000).

     As discussed  previously,  the Partnership will submit a Proxy Statement to
the  Investors  for consent to sell a land parcel  owned by the  Partnership  to
Franchise Finance  Corporation of America,  an affiliate of the General Partner,
and for  consent  to the  liquidation  of the  Partnership  after all  remaining
parcels are sold. Based on current parcel sales activity, it is anticipated that
the remaining parcels could be sold during 2000.

     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, 1999 COMPARED TO
FISCAL YEAR ENDED  DECEMBER  31, 1998.  Land sales  comprise the majority of the
revenues of the  Partnership.  Total  revenues  were $18.2  million for the year
ended  December 31, 1999 as compared to $6.9 million for the year ended December
31, 1998.  The  difference  in revenues  between  years is  primarily  due to an
increase in the number of acres sold in 1999 as compared to 1998.  In 1999,  the
Partnership  sold 37 acres of land as  compared  to 15 acres  sold in 1998.  The
average  sales  price  per  acre of  land  sold  during  1999  increased  20% to
approximately  $455,000 per acre from  approximately  $378,000 per acre for land
sold in 1998.  Gain on the sale of land, as a percentage of land sale  revenues,
increased to 52% for the year ended December 31, 1999 as compared to 49% for the
year ended December 31, 1998. Land sale revenues have been, and will continue to
be,  impacted by the number of land parcels  sold,  their  relative size and the
sales price per acre achieved.

       Total  expenses   (excluding  the  cost  of  land  sales)   decreased  by
approximately  $144,000 in 1999 as compared to 1998 due to decreases in property
taxes ($55,000),  the general partner fee ($15,000) and other operating expenses
($75,000).  Property taxes  decreased due to the sale of land parcels during the
past twelve months and due to a protest  filed on the 1998  property  taxes that
resulted  in a refund  and a  reduction  in the  1999  assessed  values  used to
calculate the 1999  property  taxes.  The general  partner fee decreased in 1999
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. The decrease in other operating expenses resulted primarily
from a  decrease  in  property  tax  consulting  fees that were  related  to the
property tax protest filed in 1998.

                                       13
<PAGE>
     RESULTS OF  OPERATIONS  -- FISCAL YEAR ENDED  DECEMBER 31, 1998 COMPARED TO
FISCAL YEAR ENDED  DECEMBER 31, 1997.  Land sales  comprised the majority of the
revenues of the Partnership. Total revenues were $6.9 million for the year ended
December 31, 1998 as compared to $22.3  million for the year ended  December 31,
1997. The difference in revenues between years is primarily due to a decrease in
the number of acres sold in 1998 as compared to 1997. In 1998,  the  Partnership
sold 15 acres of land as compared to 73 acres sold in 1997.  While the number of
acres sold  decreased  between  years,  the average sales price per acre of land
sold  during  1998  increased  30%  to  approximately  $378,000  per  acre  from
approximately $290,000 per acre for land sold in 1997. Gain on the sale of land,
as a  percentage  of land sale  revenues,  increased  to 49% for the year  ended
December 31, 1998 as compared to 40% for the year ended December 31, 1997.

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

     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.  Inflation may, however,  have an adverse impact on the profitability
of the Partnership because of increases in its operating expenses.

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

     The  financial  instruments  held by the  Partnership  at December 31, 1999
consist  of  cash  equivalents  and a loan  receivable  from an  affiliate.  The
Partnership  intends  to hold the  investments  to  maturity;  therefore,  these
financial  instruments do not subject the Partnership to a material  exposure to
changes in interest rates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

                                       14
<PAGE>
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

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

PCMC

                                    DIRECTOR

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

                                    OFFICERS
                                                               Associated With
                                                                    PCMC
      Name                                                  Positions Held Since
      ----                                                  --------------------
Morton H. Fleischer           Chairman of the Board,
                              President and Chief Executive
                              Officer                               1993

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

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

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

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

                                       15
<PAGE>
FFCA INVESTOR SERVICES CORPORATION 88-B

                                    DIRECTOR

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


                                    OFFICERS


      Name                     Position Held                 Position Held Since
      ----                     --------------                -------------------
Morton H. Fleischer           Chairman of the Board
                              of Directors                          1986
John R. Barravecchia          President, Secretary and.
                              Treasurer                             1990
Christopher H. Volk           Vice President, Assistant
                              Secretary and
                              Assistant Treasurer                   1994

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

BUSINESS EXPERIENCE

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

     MORTON H.  FLEISCHER,  age 63,  served as a director,  President  and Chief
Executive  Officer  of PCMC since  1993,  and as  Chairman  of the Board of FFCA
Investor  Services  Corporation  88-B since 1986.  Mr.  Fleischer also serves as
Chairman  of  the  Board  and  Chief  Executive  Officer  of  Franchise  Finance
Corporation of America, a Delaware corporation ("FFCA") having previously served
as a  director,  President  and Chief  Executive  Officer of  Franchise  Finance
Corporation of America I ("FFCA I"), a predecessor  of FFCA,  from 1980 to 1994.
Mr. Fleischer is an individual general partner of the General Partner,  and is a
general  partner (or  general  partner of a general  partner)  of the  following
public limited  partnerships  that were liquidated in 1999 and whose investments
were travel plazas:  Participating  Income Properties 1986, L.P.;  Participating
Income  Properties  II, L.P. and  Participating  Income  Properties  III Limited
Partnership.

     JOHN R. BARRAVECCHIA,  age 44, 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

                                       16
<PAGE>
various  capacities  for FFCA I from 1984 to 1994.  Prior to joining FFCA I, Mr.
Barravecchia  was associated with the  international  public  accounting firm of
Arthur Andersen LLP.

     CHRISTOPHER H. VOLK, age 43, 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
President,  Chief Operating Officer, Assistant Secretary and Assistant Treasurer
of FFCA. He joined FFCA I in 1986 and served in various capacities in FFCA prior
to being named Vice President-Research in October 1989.

     DENNIS L.  RUBEN,  age 47,  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 as Executive Vice  President,  General Counsel and Secretary for FFCA and
served as attorney  and  counsel for FFCA I from 1991 to 1994.  Prior to joining
FFCA I, Mr. Ruben was a partner with the national law firm of Kutak Rock.

     STEPHEN G.  SCHMITZ,  age 45,  served as Senior Vice  President - Corporate
Finance of PCMC since January 1996. He was named Executive Vice President, Chief
Investment  Officer  and  Assistant  Secretary  of PCMC  in  February  1997.  He
currently  serves in the same capacity for FFCA.  Mr.  Schmitz served in various
positions as an officer of FFCA I from 1986 to June 1, 1994.

     CATHERINE F. LONG, age 43, served as Vice  President-Finance  and Principal
Accounting  Officer of PCMC since 1994, and Vice President from 1993 to 1994. In
February 1997 she was named Senior Vice President-Finance of PCMC. She currently
serves as Senior Vice President-Finance, Principal Accounting Officer, Assistant
Secretary and Assistant  Treasurer of FFCA and served as Vice  President-Finance
of FFCA I from 1990 to 1993.  In  December  1993,  she was  appointed  Principal
Accounting  Officer of FFCA I. From 1978 to May 1990,  Ms.  Long was  associated
with the international public accounting firm of Arthur Andersen LLP.

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

     Based  solely  upon  a  review  of  Forms  3 and 4 and  amendments  thereto
furnished  to the  Co-Registrants  during  fiscal  year  1999  and  Forms  5 and
amendments thereto furnished to the  Co-Registrants  with respect to fiscal year
ended December 31, 1999 (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 1999.

ITEM 11. EXECUTIVE COMPENSATION.

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

                                       17
<PAGE>
     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.  Upon liquidation,  it is anticipated that the
General Partner will not receive any additional fees.

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

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

     As of March 1, 2000, 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 less
than 1% of the Units as of March 1, 2000.  The  directors  and  officers  of the
General Partner's corporate general partner, PCMC,  individually and as a group,
also  owned  less  than 1% of the  Units as of March 1,  2000.  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
partner 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.

                                       18
<PAGE>
                                     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, 1999 and 1998
          Statements of Operations for the years ended
            December 31, 1999, 1998 and 1997
          Statements of Changes In Partners' Capital for the
            years ended December 31, 1999, 1998 and 1997
          Statements of Cash Flows for the years ended
            December 31, 1999, 1998 and 1997
          Notes to Financial Statements

          FFCA Investor Services Corporation 88-B
          Report of independent public accountants
          Balance Sheet as of December 31, 1999
          Notes to Balance Sheet

     2.   FINANCIAL STATEMENT SCHEDULES

          Schedule III-Schedule of Real Estate as of
            December 31, 1999

          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, 1999.

     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.

                                       19
<PAGE>
                                                                      Form 10-K
                                                                     Exhibit No.
                                                                     -----------
          First Amendment to Exclusive Management Agreement by           10.1
          and between the Partnership and The Westcor Company II
          Limited Partnership, dated May 1, 1990.

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

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

                                                                      Form 10-K
                                                                     Exhibit No.
                                                                     -----------
          The Amended and Restated Certificate and Agreement of          4
          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           10
          and between the Partnership and Franchise Finance
          Corporation of America, dated as of December 29, 1988.

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

                                                                     Exhibit No.
                                                                     -----------
          The Certificate of Incorporation, which governs the            4(b)
          Corporation, as filed with the Secretary of State of
          Delaware on August 11, 1987.

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

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


     REPORTS ON FORM 8-K

     No  reports on Form 8-K were  filed by the  Co-Registrants  during the last
     quarter of the fiscal year ended December 31, 1999.

                                       20
<PAGE>
                                   SIGNATURES

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

                                       SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                                       By: FFCA MANAGEMENT COMPANY LIMITED
                                           PARTNERSHIP, General Partner


Date: March 20, 2000                   By /s/ Morton H. Fleischer
                                          --------------------------------------
                                          Morton H. Fleischer, General Partner


                                       By: PERIMETER CENTER MANAGEMENT COMPANY,
                                           Corporate General Partner


Date: March 20, 2000                   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 20, 2000                   By /s/ Morton H. Fleischer
                                          --------------------------------------
                                          Morton H. Fleischer, Chairman of the
                                          Board, President, Chief Executive
                                          Officer and Director


Date: March 20, 2000                   By /s/ John Barravecchia
                                          --------------------------------------
                                          John Barravecchia, Executive Vice
                                          President, Chief Financial Officer,
                                          Treasurer and Assistant Secretary

                                       21
<PAGE>
Date: March 20, 2000                   By /s/ Catherine F. Long
                                          --------------------------------------
                                          Catherine F. Long, Senior Vice
                                          President-Finance and Principal
                                          Accounting Officer, Assistant
                                          Secretary and Assistant Treasurer

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


                                       FFCA INVESTOR SERVICES CORPORATION 88-B


Date: March 20, 2000                   By /s/ Morton H. Fleischer
                                          --------------------------------------
                                          Morton H. Fleischer, Sole Director


Date: March 20, 2000                   By /s/ John Barravecchia
                                          --------------------------------------
                                          John Barravecchia, President,
                                          Secretary, Principal Financial Officer
                                          and Principal Accounting Officer

                                       22
<PAGE>
                      [LETTERHEAD OF ARTHUR ANDERSEN LLP]


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Scottsdale Land Trust Limited Partnership:

We have audited the accompanying balance sheets of SCOTTSDALE LAND TRUST LIMITED
PARTNERSHIP (a Delaware  limited  partnership) as of December 31, 1999 and 1998,
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, 1999.  These
financial  statements  are  the  responsibility  of  the  partnership's  general
partner.  Our  responsibility  is to  express  an  opinion  on  these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Scottsdale Land Trust Limited
Partnership  as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1999, 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
the  financial  data  required to be set forth  therein in relation to the basic
financial statements taken as a whole.

/s/ Arthur Andersen LLP

Phoenix, Arizona,
   January 25, 2000.

                                       23
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                   BALANCE SHEETS - DECEMBER 31, 1999 AND 1998

                                                        1999            1998
                                                    ------------    -----------
                                     ASSETS
LAND:
  Held for sale                                     $  5,109,126    $12,486,444
  Subject to sale agreements (Note 3)                  3,118,364      3,062,371
  Subject to sale agreement with affiliate
   (Note 4)                                              788,287        788,287
                                                    ------------    -----------
      Total land                                       9,015,777     16,337,102

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

CASH AND CASH EQUIVALENTS                             16,667,333      2,292,149

PREPAID EXPENSES AND OTHER                               159,228        254,702
                                                    ------------    -----------
      Total assets                                  $ 33,440,753    $26,482,368
                                                    ============    ===========

                        LIABILITIES AND PARTNERS' CAPITAL

DISTRIBUTION PAYABLE TO LIMITED PARTNERS            $ 14,314,676    $   441,307

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                    163,786        198,193
                                                    ------------    -----------
      Total liabilities                               14,478,462        639,500
                                                    ------------    -----------
PARTNERS' CAPITAL (DEFICIT):
  General partner                                         (3,844)        (7,527)
  Limited partners                                    18,966,135     25,850,395
                                                    ------------    -----------
      Total partners' capital                         18,962,291     25,842,868
                                                    ------------    -----------
      Total liabilities and partners' capital       $ 33,440,753    $26,482,368
                                                    ============    ===========

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

                                       24
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                                             1999          1998          1997
                                         -----------   -----------   -----------
REVENUES:
  Land sales                             $17,188,342   $ 5,852,965   $21,134,951
  Interest on loan to affiliate              850,000       850,000       850,000
  Interest on investments and other          162,039       168,936       304,440
                                         -----------   -----------   -----------
                                          18,200,381     6,871,901    22,289,391
                                         -----------   -----------   -----------
EXPENSES:
   Cost of land sales                      8,199,398     2,959,669    12,606,036
   General partner fees (Note 7)             244,917       260,185       319,327
   Property management fees (Note 5)          36,000        36,000        36,000
   Marketing                                  10,671        10,071        18,335
   Property taxes                             93,277       147,988       142,633
   Other operating                           258,826       333,457       369,159
                                         -----------   -----------   -----------
                                           8,843,089     3,747,370    13,491,490
                                         -----------   -----------   -----------
NET INCOME                               $ 9,357,292   $ 3,124,531   $ 8,797,901
                                         ===========   ===========   ===========
NET INCOME ALLOCATED TO (Note 1):
  General partner                        $     3,683   $     2,312   $     2,690
  Limited partners                         9,353,609     3,122,219     8,795,211
                                         -----------   -----------   -----------
                                         $ 9,357,292   $ 3,124,531   $ 8,797,901
                                         ===========   ===========   ===========
NET INCOME PER LIMITED
  PARTNERSHIP UNIT (based on 50,000
  units held by limited partners)        $    187.07   $     62.44   $    175.90
                                         ===========   ===========   ===========

        The accompanying notes are an integral part of these statements.

                                       25
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                               General       Limited
                                               Partner       Partners          Total
                                               --------    ------------    ------------
<S>                                            <C>         <C>             <C>
BALANCE,  December 31, 1996                    $(12,529)   $ 39,112,816    $ 39,100,287

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

  Distributions to limited partners (Note 1)         --     (19,692,084)    (19,692,084)
                                               --------    ------------    ------------
BALANCE,  December 31, 1997                      (9,839)     28,215,943      28,206,104

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

  Distributions to limited partners (Note 1)         --      (5,487,767)     (5,487,767)
                                               --------    ------------    ------------
BALANCE,  December 31, 1998                      (7,527)     25,850,395      25,842,868

  Net income                                      3,683       9,353,609       9,357,292

  Distributions to limited partners (Note 1)         --     (16,237,869)    (16,237,869)
                                               --------    ------------    ------------
BALANCE,  December 31, 1999                    $ (3,844)   $ 18,966,135    $ 18,962,291
                                               ========    ============    ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       26
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                        1999            1998           1997
                                                    ------------    -----------    ------------
<S>                                                 <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                        $  9,357,292    $ 3,124,531    $  8,797,901
  Adjustments to net income:
    Change in assets and liabilities:
      Decrease in land held for sale                   7,377,318      4,745,658       9,094,187
      Decrease (increase) in land subject to
        sale agreements                                  (55,993)    (2,151,187)      2,068,982
      Decrease (increase) in prepaid expenses
        and other                                         95,474        (87,599)        (18,810)
      Decrease in payable to general partner                  --             --         (58,481)
      Increase (decrease) in accounts payable
        and accrued expenses                             (34,407)        91,300         (54,034)
                                                    ------------    -----------    ------------
        Net cash provided by operating activities     16,739,684      5,722,703      19,829,745
                                                    ------------    -----------    ------------
CASH FLOWS FOR FINANCING ACTIVITIES:
  Limited partner distributions declared             (16,237,869)    (5,487,767)    (19,692,084)
  Increase (decrease) in distribution payable         13,873,369     (3,787,233)      3,288,584
                                                    ------------    -----------    ------------
        Net cash used in financing activities         (2,364,500)    (9,275,000)    (16,403,500)
                                                    ------------    -----------    ------------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                14,375,184     (3,552,297)      3,426,245

CASH AND CASH EQUIVALENTS,
  beginning of year                                    2,292,149      5,844,446       2,418,201
                                                    ------------    -----------    ------------
CASH AND CASH EQUIVALENTS,
  end of year                                       $ 16,667,333    $ 2,292,149    $  5,844,446
                                                    ============    ===========    ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       27
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                          Notes to Financial Statements

                           December 31, 1999 and 1998

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.  As of December 31, 1999,  there  remained
approximately 47 acres unsold,  representing 7 parcels.  Three such parcels were
under contract for sale, totaling 13 acres. Once the remaining parcels are sold,
the Partnership  will liquidate and distribute its assets in accordance with 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 made as of December
     31, 1999, the limited partner Adjusted Capital Contribution,  as defined in
     the Partnership agreement, is $362.62 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  $11,366,589  and  $2,163,172  at  December  31,  1999 and  1998,
respectively, and bank repurchase agreements (which are collateralized by United
States Treasury and Government  obligations) of $4,900,381 at December 31, 1999.
Short-term  investments  are  recorded  at cost  plus  accrued  interest,  which
approximates market value.

                                       28
<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,  1999,  the   Partnership   had  three  parcels  of  land
(approximately  13 acres total) under contract for sale at an aggregate price of
approximately  $6.7 million to two  unaffiliated  third  parties.  The aggregate
original cost of the parcels is approximately $3.1 million.

4) LAND SUBJECT TO SALE AGREEMENT WITH AFFILIATE:

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

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

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

     The fair value of the Partnership's  loan receivable from FFCA is estimated
by  discounting  the future cash flows using the current  rates at which similar
loans would be made to borrowers  with similar  credit  ratings and for the same
remaining  maturities.  The fair value at December 31, 1999 exceeds the carrying
amount by $1.6 million;  however,  the fair value of the loan will not result in
the receipt of any additional  cash above the face amount of the loan unless the
loan were to be sold.

5) MANAGEMENT CONTRACT:

     The Partnership has entered into a management  contract with the Manager to
develop and manage the Property.  The management contract is renewable annually.
Under the  management  contract,  the Manager is  entitled  to receive  fees for
services  performed in  connection  with  managing the  Property's  development.
During 1999,  1998 and 1997, 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.

                                       29
<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, 1999, 1998 and 1997:

                                           1999          1998          1997
                                        -----------   -----------   -----------
Net income for financial
  reporting purposes                    $ 9,357,292   $ 3,124,531   $ 8,797,901
Differences for tax purposes in:
  Capitalized land inventory costs          139,585       259,006       212,788
  Additional Interest on FFCA loan          165,234       149,690       135,612
  Gain on sale of land                      479,353      (122,383)   (1,707,897)
  Deferred Income                            96,777            --            --
  Other                                         633         1,609         1,449
                                        -----------   -----------   -----------
Taxable income to partners              $10,238,874   $ 3,412,453   $ 7,439,853
                                        ===========   ===========   ===========

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,  1999,  the tax  bases of the  Partnership's  assets  and
liabilities  exceed the amounts  recorded for  financial  reporting  purposes by
$1,693,886.  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 1999, 1998 and 1997, fees paid or accrued to
the General Partner were as follows:

                                                    1999       1998       1997
                                                  --------   --------   --------
Partnership management fee (3/4 of 1% of the
   Assets Under Management, payable monthly)      $244,917   $260,185   $319,327
                                                  ========   ========   ========

     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 that the  Partnership  would
have paid to  independent  parties  for  comparable  services.  The  Partnership
reimbursed  FFCA  $28,762 in 1999,  $31,490 in 1998 and $25,981 in 1997 for such
expenses.

8) SUBSEQUENT EVENT - RELATED PARTY TRANSACTION (UNAUDITED):

     On February 7, 2000, the  Partnership  entered into a contract with FFCA to
sell a parcel of land (3.6 acres) for  approximately  $1.9 million.  The sale is
subject  to the  approval,  by vote,  of the  majority  of the  limited  partner
interests of the  Partnership.  There can be no assurances as to the final terms
of the proposed  transaction,  that the conditions will be satisfied or that the
proposed transaction will be consummated.

                                       30
<PAGE>
                    SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP

                             SCHEDULE OF REAL ESTATE
                             AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                           Cost          Gross Amount
                                                                                        Capitalized        At Which
                                                                       Initial Cost    Subsequent to      Carried At         Date
Description                   Location             Encumbrances       to Partnership    Acquisition    December 31, 1999   Acquired
-----------                   --------             ------------       --------------    -----------    -----------------   --------
<S>                        <C>                   <C>                  <C>               <C>               <C>              <C>
Improved land, 261 acres
  initially, 47 acres at                             Subject to
  December 31, 1999        Scottsdale, Arizona   sales agreements (3)   $23,913,185      $8,979,480        $9,015,777      Nov. 1988
                                                                        ===========      ==========        ==========
</TABLE>

Notes:

(1)  The aggregate cost for Federal income tax purposes is $8,738,433.
(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 1999, the Partnership entered into two sales
     agreements to sell  approximately  13 acres of land, with an aggregate cost
     to the  Partnership of  approximately  $3.1 million to  unaffiliated  third
     parties.
(4)  Transactions  in real estate during 1997,  1998 and 1999 are  summarized as
     follows:

                                                                  Cost
                                                              ------------
     Balance, December 31, 1996                               $ 30,094,742
          Cost of land sold                                    (11,163,169)
                                                              ------------
     Balance, December 31, 1997                                 18,931,573
          Cost of land sold                                     (2,594,471)
                                                              ------------
     Balance, December 31, 1998                                 16,337,102
          Cost of land sold                                     (7,321,325)
                                                              ------------
     Balance, December 31, 1999                               $  9,015,777
                                                              ============

                                       31
<PAGE>
                         [LETTERHEAD OF ARTHUR ANDERSEN]


                    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,  1999.  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, 1999, in conformity with generally  accepted  accounting
principles.

/s/ Arthur Andersen LLP

Phoenix, Arizona,
   January 25, 2000.

                                       32
<PAGE>
                     FFCA INVESTOR SERVICES CORPORATION 88-B

                        BALANCE SHEET - DECEMBER 31, 1999


                                     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.

                                       33
<PAGE>
                     FFCA INVESTOR SERVICES CORPORATION 88-B

                             NOTES TO BALANCE SHEET

                                DECEMBER 3l, l999

(l) Operations:

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

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

(2) Related Parties:

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

                                       34
<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, 1999.

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

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

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

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

                                                                      Form 10-K
                                                                     Exhibit No.
                                                                     -----------
          The Amended and Restated Certificate and Agreement of           4
          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           10
          and between the Partnership and Franchise Finance
          Corporation of America, dated as of December 29, 1988.

                                       35
<PAGE>
     Pursuant to Rule  12b-32  under the  Securities  Exchange  Act of 1934,  as
     amended,  the following  documents,  filed with the Securities and Exchange
     Commission on June 14, 1988 as exhibits to the Co-Registrants' Registration
     Statement on Form S-11,  Registration No. 33-18041, are incorporated herein
     by this reference.

                                                                     Exhibit No.
                                                                     -----------
          The Certificate of Incorporation, which governs the             4(b)
          Corporation, as filed with the Secretary of State of
          Delaware on August 11, 1987.

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

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

                                       36