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

                                   FORM 10-K/A
                                Amendment No. 1


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

                   For the fiscal year ended December 31, 1997

                                       OR

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

                         Commission file number 0-11890


                                VISTA PROPERTIES
             (Exact name of registrant as specified in its charter)

         California                                           13-3179078
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

411 West Putnam Avenue, Greenwich, CT                            06830
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code           203-862-7444

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

                                                  Name of each exchange on which
  Title of each class                                        registered
  -------------------                                        ----------

          None                                                  None

           Securities registered pursuant to Section 12(g) of the Act:
              Units of Limited Partnership Interest, $500 Per Unit
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes[ X ]   No [   ]
<PAGE>

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]

         There  is  no  public  market  for  the  Limited   Partnership   Units.
Accordingly,  information  with respect to the aggregate market value of Limited
Partnership Units held by nonaffiliates of Registrant has not been supplied.
<PAGE>

PART I


Item 1.       Business

General Development of Business

Vista Properties (the "Registrant") is a California limited  partnership engaged
in the business of investing  in,  holding and managing  commercial  properties.
Registrant  was  formed on March  14,  1983,  with IR Vista  Realty  Corp.  (the
"Management General Partner"),  IR Acquisition Corp. (the "Acquisitions  General
Partner") and Asta  Associates  Limited  Partnership  ("Asta" or the  "Associate
General   Partner")  as  its  general  partners   (collectively,   the  "General
Partners").  The Management General Partner and the Acquisitions General Partner
are wholly-owned  subsidiaries of Presidio Capital Corp. ("Presidio").  IR Vista
Realty Corp. and IR Acquisition  Corp. were until November 3, 1994  wholly-owned
subsidiaries of Integrated Resources, Inc. ("Integrated "). On November 3, 1994,
Integrated  consummated a plan of reorganization  under Chapter 11 of the United
States Bankruptcy Code, at which time,  pursuant to such plan of reorganization,
the newly formed Presidio  purchased  substantially all of Integrated's  assets.
See  the  Prospectus,  dated  September  2,  1983  (the  "Prospectus")  and  the
Supplements  thereto  dated  October 17, 1983,  November 11, 1983,  November 29,
1983,  January  25,  1984,  March 2,  1984,  July 9,  1984,  August  8, 1984 and
September 14, 1984 (collectively, the "Supplements").

On August 28, 1997,  an affiliate of NorthStar  Capital  Partners  ("NorthStar")
acquired  all  of the  Class  B  shares  of  Presidio.  This  acquisition,  when
aggregated  with previous  acquisitions,  caused  NorthStar to acquire  indirect
control of the Management General Partner and the Acquisitions General Partner.

Effective with the consummation of Integrated's plan of reorganization, Presidio
entered into an Administrative  Services  Agreement with Concurrency  Management
Corp.  ("Concurrency").  Effective  January 1, 1996,  Wexford  Management  Corp.
(formerly  Concurrency)  assigned  this  agreement  to  Wexford  Management  LLC
("Wexford").

On November 2, 1997, the Administrative Services Agreement with Wexford expired.
Pursuant to that agreement,  Wexford had authority to designate directors of the
Management  and  Acquisitions  General  Partners.  Effective  November  3, 1997,
Wexford and Presidio entered into a new  Administrative  Services Agreement (the
"ASA"),  which expires on May 3, 1998.  Under the terms of the ASA, Wexford will
provide consulting and  administrative  services to Presidio and its affiliates,
including the Management and Acquisitions  General Partners and the Partnership.
Presidio  also entered  into a  management  agreement  with  NorthStar  Presidio
Management  Company,  LLC  ("NorthStar  Presidio").   Under  the  terms  of  the
management  agreement,  NorthStar Presidio will provide day-to-day management of
Presidio  and its direct and indirect  subsidiaries  and  affiliates.  NorthStar
Presidio is engaged to perform similar  services for other entities which may be
in competition with Registrant.

Effective  November 3, 1997,  the  officers  and  employees  of Wexford that had
served as officers and/or directors of the Management and  Acquisitions  General
Partners resigned and were replaced by new individuals appointed by an affiliate
of NorthStar.

Presidio is a liquidating company.  Although it has no immediate plans to do so,
it will  ultimately seek to dispose of the interests it acquired from Integrated
through  liquidation,  however,  there can be no assurance of the timing of such
transaction or the effect it may have on Registrant.
<PAGE>
Registrant presently owns property in Irving, Texas (the "Texas Property"),  and
at 250 Park  Avenue,  New York City,  New York (the " New York  Property").  The
Texas  Property  and New York  Property  were  acquired on December 15, 1983 and
January 4, 1984,  respectively.  Each property consists of improvements in which
Registrant owns a fee simple  interest,  and underlying  land Registrant  leases
pursuant to long-term leases.  The Texas Property is net-leased by Registrant to
a  commercial  tenant;  the New York  Property is operated by the  Receiver  (as
hereinafter  defined).  Registrant  net-leases the Texas Property to one tenant,
but has several tenants in the New York Property. See Item 2 below.

The mortgage  loan on the New York Property  (the "New York  Mortgage")  permits
Registrant  to defer  payment of some or all of the interest  accrued on the New
York Mortgage,  provided,  among other things,  that  Registrant  does not defer
interest in an amount that at any time exceeds the  aggregate  debt service that
would have been due for the immediately  preceding  84-month  period.  In August
1996,  Registrant  received notice from the holder of the New York Mortgage that
the interest deferred on the New York Mortgage  exceeded the permitted  deferral
and that the full debt service  payment for interest  accrued during August 1996
(in the amount of $1,239,700)  would be due and payable on September 1, 1996 and
that, if such payment was not received, the New York Lender would be entitled to
accelerate  the  indebtedness  secured by the New York Mortgage and exercise all
available  remedies  (including the commencement of a foreclosure action against
the New York  Property).  Registrant did not have  sufficient  funds to make the
payment on September 1, 1996, and, in October 1996, the New York Lender declared
the entire  outstanding  principal  balance of  $90,160,000,  together  with all
accrued and unpaid interest of approximately  $104,882,000,  immediately due and
payable,  and  thereafter  commenced  an action to  foreclose  upon the New York
Property (the  "Foreclosure  Proceeding").  At such time, the total  outstanding
indebtedness  significantly  exceeded the estimated fair market value of the New
York Property.

Registrant  was notified on or about  November 12, 1996 that on November 7, 1996
the Supreme  Court of the State of New York in the County of New York  appointed
Darrell Paster,  of Ferrer,  Paster & Enriquez (the "Receiver") as a receiver of
all earnings,  revenues,  rents, issues,  profits and income with respect to the
New York Property during the pendency of the foreclosure  action. On May 9, 1997
the lender moved for summary judgement on the foreclosure issue.

A foreclosure of the New York Property would result in adverse tax  consequences
to limited  partners.  If the New York Property is foreclosed  upon,  Registrant
estimates that, as required by generally accepted accounting principles, it will
recognize  a gain of  approximately  $112,000,000  ($1,199  per Unit of  limited
partnership  interest).  Registrant  estimates  that each limited  partner would
recognize  a  taxable  gain  of  approximately  $1,454  per  Unit,  with no cash
available for distribution to the partners. Any such foreclosure also would have
a  significant  impact on future  operating  revenues and expenses and cash flow
from operations would be significantly reduced.

The mortgage loan on the Texas Property (the "Texas PM Note") permits Registrant
to defer  payment of some or all of the  interest  accrued on the Texas PM Note,
provided,  among other things,  that  Registrant  does not defer  interest in an
amount that at any time exceeds $8,500,000. Registrant does not expect to exceed
that maximum  deferral  amount prior to the maturity  date in December  1998. At
that time,  unless  Registrant is able to refinance the Texas  Mortgage or agree
with the holder of the Texas Mortgage (the "Texas Lender") on a restructuring of
<PAGE>
the Texas Mortgage,  the Texas Lender may accelerate the indebtedness secured by
the  Texas  Mortgage  and  exercise  all  available   remedies   (including  the
commencement of a foreclosure against the Texas Property).  A foreclosure of the
Texas Mortgage would have  significant  adverse tax  consequences to the limited
partners of Registrant  with no cash available for  distribution  to the limited
partners.

On June 19, 1997, Registrant filed a voluntary petition for reorganization under
Chapter 11 of the Bankruptcy Code in the United States  Bankruptcy Court for the
Northern  District of California.  The filing of this petition acts as a stay of
the New York Property foreclosure proceeding. This bankruptcy petition was filed
to enable  Registrant to reorganize  its affairs under the protection of Chapter
11 and to propose and confirm a plan of reorganization. At a hearing held before
the Bankruptcy Court on July 29, 1997, the Bankruptcy Court denied  Registrant's
request to permit  Registrant  to collect and use the rents and other  income of
the New York  Property  and approved the request of the New York Lender that the
Receiver  remain in place and  continue  to collect  the rents and income and to
manage, maintain and operate the New York Property.

On October 10,  1997,  Registrant  filed with the  Bankruptcy  Court its Plan of
Reorganization (the "Chapter 11 Plan") and Disclosure Statement (the "Disclosure
Statement").  At a hearing  held on November  13,  1997,  the  Bankruptcy  Court
approved  the  Disclosure  Statement as providing  adequate  information  to the
holders of claims or  interests in the  reorganization  case to make an informed
judgment  concerning the Chapter 11 Plan. In February 1998, the Bankruptcy Court
denied  confirmation  of the Chapter 11 Plan.  Registrant  has filed a notice of
appeal to the District Court for the Northern  District of California,  and also
has filed a motion for permission to file an interlocutory appeal.

In June  1997,  Registrant  and the  Texas  Lender  entered  into an  agreement,
pursuant to which, among other things, Registrant and the Texas Lender agreed to
the terms and conditions with respect to the treatment of the claim of the Texas
Lender  against  Registrant  in the  reorganization  proceeding  under a plan of
reorganization  and to support the  confirmation  and vote in favor of a plan of
reorganization  proposed  by  Registrant  containing  the agreed  upon terms and
conditions.  Additionally,  under  the  agreement,  the Texas  Lender  agreed to
consent to  Registrant's  use of the rent and other income of the Texas Property
to the extent  necessary to make payment of the ground rent and partial interest
payments on a monthly basis during the pendency of the  reorganization  case and
Registrant agreed to grant the Texas Lender adequate protection for Registrant's
use of such cash upon  customary  terms and  conditions.  The  Bankruptcy  Court
approved the foregoing arrangement pursuant to an order dated October 6, 1997.

In light of the  Bankruptcy  Court's  denial  of  confirmation  of  Registrant's
Chapter 11 Plan of  Reorganization,  there can be no assurance that Registrant's
Chapter 11 case will not be dismissed,  that the New York Property and the Texas
Property will not be foreclosed,  or that a secured creditor or other party will
not  obtain  a  Bankruptcy   Court  order   confirming  an  alternate   Plan  of
Reorganization.   A   foreclosure   (as  well  as  certain  types  of  Plans  of
Reorganizations)  would have material and adverse tax and other consequences for
the limited partners.

For the year ended  December 31, 1997,  Registrant's  revenues  from (i) Showbiz
Pizza Time, Inc.,  which net-leases the Texas Property,  and (ii) the tenants of
the New York  Property  accounted  for 2% and 98%,  respectively,  of the  gross
revenues of Registrant from its real estate operations.
<PAGE>
The  real  estate  business  is  highly  competitive,  and,  as  discussed  more
particularly   below,  the  properties  owned  by  Registrant  may  have  active
competition from similar properties in the vicinity. Registrant's primary asset,
the New York Property,  which is an office building leased to  approximately  30
tenants,  is located in midtown  Manhattan.  Leasing of office  buildings in the
area is highly competitive. The building is currently 99% occupied.

Registrant does not have any employees.  NorthStar  Presidio  currently performs
accounting,  secretarial,  transfer and administrative  services for Registrant.
NorthStar  Presidio also performs  similar  services for other affiliates of the
Management  and  Acquisitions  General  Partners.  In addition,  Registrant  has
retained Vista Management to provide certain  management  services regarding the
properties  owned  by  Registrant.  See Item 13 below  for  further  information
regarding Vista  Management.  Aside from these personnel,  and the directors and
officers of the General Partners  discussed below in Item 10,  Registrant has no
employees.
<PAGE>
Item 2.       Properties

The following table sets forth  information  regarding the properties  presently
owned by Registrant.
<TABLE>
<CAPTION>
      Name of Property                  Location                 Date of Purchase            Type of Property
      ----------------                  --------                 ----------------            ----------------
<S>                                  <C>                             <C>                      <C>
       Texas Property                 Irving, Texas                  12/15/83                 Office Building

       New York Property              250 Park Avenue                 1/04/84                  Office Building
                                      New York, NY
</TABLE>

In the  case  of  both  properties,  Registrant  has  fee  simple  title  to the
improvements  and leases the land  underlying  the  improvements  on a long-term
basis.  The Texas  Property is subject to a net lease;  the New York Property is
operated by the Receiver.


Item 3.       Legal Proceedings

See Item 1 above.


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

None.
<PAGE>
PART II


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

There is no established public trading market for the Units of Registrant.

As of March 1, 1998,  there were  approximately  4,200 record  holders of Units,
holding an aggregate of 92,810 Units
in Registrant.

It is not presently anticipated that Registrant will make any cash distributions
to investors.


Item 6.       Selected Financial Data
<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                 ----------------------------------------------------------------------------------------------
                                        1997                1996                 1995                1994               1993
                                 --------------     ---------------       --------------      --------------     --------------
<S>                              <C>                <C>                   <C>                 <C>                <C>    
     Total revenues              $   20,161,659     $    21,267,482       $   25,455,013      $   25,931,770     $   24,327,320
     Net Income (loss)               (4,801,154)    $     4,782,912 (A)   $  (11,140,689)     $  (12,282,498)    $  (13,517,328)

     Net Income (loss) per
       limited partnership unit          (51.21)    $         51.02 (A)   $      (118.84)     $      (131.02)    $      (144.19)
     Total assets                   110,037,937     $   107,163,265       $  128,006,273      $  131,277,049     $  131,541,536
     Mortgages Payable               99,160,000     $    99,160,000       $  120,520,000      $  120,520,000     $  120,520,000
     Deferred Interest
       Payable                      122,538,704     $   115,022,636       $  119,017,721      $  111,924,239     $  100,155,363
</TABLE>


(A) Includes gain on foreclosure of Registrant's  Florida property in the amount
    of $19,429,198, or $207.25 per Unit.
<PAGE>
Item 7.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations

Liquidity and Capital Resources


All cash flow from properties is currently  applied to debt service.  Registrant
uses working capital reserves to pay administrative expenses. As of December 31,
1997, such reserves aggregated $37,296.  Reserves, which were initially provided
from the net proceeds of Registrant's initial public offering,  increased during
1996 as a result of the receipt of payments aggregating  approximately  $579,000
in connection  with the  foreclosure of  Registrant's  Florida  property and the
settlement of a claim against a former affiliate.

Registrant  suspended payment of property management fees to an affiliate of the
Management   General  Partner  in  1991  in  order  to  slow  the  depletion  of
Registrant's  working capital reserve balance.  For 1997,  $199,162 of fees were
deferred due to the suspension of property  management fee payments as described
above.

With the exception of Registrant's working capital reserves of $37,296, cash and
cash  equivalents  for the year ended  December  31,  1997 are being held by the
managing  agent  appointed  by  the  Receiver  prior  to  being  applied  to the
operations of, and Registrant's mortgage obligation on, the New York Property.

Registrant  presently  owns the Texas  Property,  which is net leased to Showbiz
Pizza Time, Inc., and the New York Property, which is leased to approximately 30
tenants.  Occupancy  rates at  Registrant's  properties are 100% and 99% for the
Texas Property and New York Property,  respectively.  The net lease of the Texas
Property  expires in 1998. At the New York Property,  one tenant occupies 17% of
the total  square  footage  and this lease  expires in 1997.  The  Receiver  and
Registrant have agreed in principle on the terms of the renewal of such tenant's
lease through the year 2007.  Substantially  all of the tenants at each property
are  meeting  their   obligations   and  the  expiring  leases  are  subject  to
renegotiation.

There is no  assurance  that  Registrant  will be able to  successfully  avoid a
foreclosure  of the New York  Property,  or refinance or  restructure  the Texas
Mortgage prior to maturity. If both the New York Property and the Texas Property
are foreclosed, Registrant would lose all sources of revenue and would be forced
to dissolve. In addition, a foreclosure of the New York Property would result in
material and adverse tax and other consequences to limited partners.  If the New
York  Property is  foreclosed  upon,  Registrant  estimates  that as required by
generally  accepted  accounting   principles,   it  will  recognize  a  gain  of
approximately $112,000,000 ($1,199 per Unit of limited partnership interest). In
addition,  Registrant  estimates  that each limited  partner  would  recognize a
taxable  gain of  approximately  $1,454  per Unit,  with no cash  available  for
distribution to the partners.  Any such  foreclosure  also would  materially and
adversely  affect  future  operating  revenues  and  expenses and cash flow from
operations would be significantly  reduced. See Item 1 above regarding the Texas
Mortgage, the New York Mortgage and the pending reorganization proceeding.
<PAGE>
The General  Partners hold a 1% equity interest in Registrant.  However,  at the
inception of Registrant,  the General Partners' equity account was credited with
only the actual capital  contributed in cash, $39,700.  Registrant's  management
determined  that this  accounting  does not  appropriately  reflect  the Limited
Partners' and the General Partners' relative  participations in Registrant's net
assets,  since it does not reflect the General  Partners' 1% equity  interest in
Registrant. Thus, Registrant has restated its financial statements to reallocate
$464,050 (1% of the gross  proceeds  raised at  Registrant's  formation)  of the
partners' equity to the General Partners' equity account.  This reallocation was
made  as of the  inception  of  Registrant  and  all  periods  presented  in the
financial  statements  have been  restated  to  reflect  the  reallocation.  The
reallocation  has no impact  on  Registrant's  financial  position,  results  of
operations,  cash flows,  distributions to partners,  or the partners' tax basis
capital accounts.

Year 2000

Costs associated with the year conversion are not expected to have any impact on
the operations of the Registrant.

RESULTS OF OPERATIONS


1997 vs 1996

Registrant  experienced a net loss of $4,801,154 for the year ended December 31,
1997 compared to net income of $4,782,912  for the year ended December 31, 1996,
primarily due to a gain on disposition  from its Florida property of $19,429,198
recorded in 1996,  which was  partially  offset by lower  mortgage loan interest
expense incurred during 1997, as discussed below.

Revenues decreased $1,165,823 for the year ended December 31, 1997 when compared
with the prior  year,  primarily  due to lower  rental  revenue  at the New York
Property and $272,605 of other income relating to a claim  settlement  against a
former affiliate.

Costs and expenses  decreased  $11,895,544  for the year ended December 31, 1997
when compared with the prior year,  primarily due to the Partnership  ceasing to
accrue  interest on the Texas and New York mortgages  during 1997 and a one time
write-off in 1996 of approximately $3.0 million of tenant improvements and lease
commissions for vacated tenants at the New York Property.

1996 vs 1995

Registrant  experienced net income of $4,782,912 for the year ended December 31,
1996 compared to a net loss of $11,140,689  for the year ended December 31, 1995
primarily  due to a gain on  disposition  from  its  Florida  property  that was
foreclosed  upon  in  February  1996.  The  foreclosure  resulted  in a gain  of
$19,429,198  and a  decrease  in  revenues  and  expenses  from the loss of this
property.

Revenues decreased $4,187,531 for the year ended December 31, 1996 when compared
with the prior year  primarily  as a result of the  disposition  of the  Florida
property,  which  resulted in the loss of  approximately  $3.6 million of rental
income and a  decrease  of revenue  of  approximately  $837,000  at the New York
Property primarily as a result of a lease termination  agreement with one tenant
in 1996.  This was  partially  offset by other income of $272,605  relating to a
claim settlement against a former affiliate.
<PAGE>
Expenses  decreased  $681,934 for the year ended December 31, 1996 when compared
with the prior year due to a  decrease  in  mortgage  loan  interest  expense of
approximately   $2.4   million  and  a  decrease  in  ground  rent   expense  of
approximately  $1.3 million,  both primarily from the disposition of the Florida
property.  This was  offset by an  increase  in  depreciation  and  amortization
expense  of  approximately  $3.0  million  due to a one time write off of tenant
improvements and lease  commissions for vacated tenants at the New York Property
of  approximately  $3.6 million  which was offset by a  depreciation  savings of
approximately $600,000 from the disposition of the Florida property.
<PAGE>
Item 8.       Financial Statements and Supplementary Data



                                VISTA PROPERTIES
                             (Debtor-in-possession)

                              FINANCIAL STATEMENTS


                  YEARS ENDED DECEMBER 31, 1997, 1996 and 1995


                                      INDEX

                                                  
                                                                 

Independent Auditor's report                           


Financial Statements - years ended
December 31, 1997, 1996, and 1995


         Balance sheets                                

         Statements of operations                      

         Statement of partners' deficit                

         Statements of cash flows                      

         Notes to financial statements                 

Schedule III:

Real Estate and Accumulated Depreciation               


All other  schedules  have been omitted  because they are not  applicable or the
required  information  is included  in the  financial  statements  and the notes
thereto.
<PAGE>
To the Partners of
Vista Properties
Greenwich, Connecticut

                          INDEPENDENT AUDITOR'S REPORT

We have audited the  accompanying  balance sheets of Vista Properties (a limited
partnership)  (Debtor-in  possession)  as of December 31, 1997 and 1996, and the
related  statements of operations,  partners' deficit and cash flows for each of
the three years in the period ended  December 31, 1997.  Our audit also included
the  financial  statement  schedule  listed in the Index at Item  14(a)2.  These
financial statements and the financial statement schedule are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
the financial statements and financial statement schedule based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Vista Properties  (Debtor-in
possession)  as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1997, in conformity with generally accepted accounting principles.  Also, in our
opinion,  such financial statement schedule,  when considered in relation to the
basic  financial  statements  taken as a whole,  presents fairly in all material
respects the information set forth therein.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 3 to the
financial  statements,  the  Partnership  had  received  notice  from one of its
mortgage lenders regarding a possible  foreclosure of the New York Property.  On
June 19, 1997, the  Partnership  filed a voluntary  petition for  reorganization
under Chapter 11 of the United States  Bankruptcy Code. On October 10, 1997, the
Partnership  filed with the  Bankruptcy  Court its Plan of  Reorganization  (the
"Chapter 11 Plan") and Disclosure Statement (the "Disclosure  Statement").  At a
hearing held on November 13, 1997, the Bankruptcy  Court approved the Disclosure
Statement  as  providing  adequate  information  to the  holders  of  claims  or
interests in the reorganization case to make an informed judgment concerning the
Chapter 11 Plan. In February 1998, the Bankruptcy  Court denied  confirmation of
the  Chapter  11 Plan.  The  Partnership  has  filed a notice  of  appeal to the
District  Court for the  Northern  District of  California  and also has filed a
motion for permission to file an interlocutory  appeal. The Partnership does not
have, and is not anticipated to have,  sufficient  funds or liquidity to satisfy
this mortgage which raises  substantial doubt about its ability to continue as a
going concern. Management's plans in regard to this matter are also described in
Note 3. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.


/s/Hays & Company
-----------------
Hays & Company

March 9, 1998
New York, New York
<PAGE>
<TABLE>
<CAPTION>
                                          VISTA PROPERTIES
                                      (A limited partnership)
                                       (Debtor-in-possession)

                                           BALANCE SHEETS

                                                                           December 31,
                                                                  --------------------------------
                                                                       1997               1996
                                                                  -------------      -------------
ASSETS
<S>                                                               <C>                <C>

     Real estate, net .......................................     $  90,292,630      $  93,890,271
     Cash and cash equivalents ..............................         8,569,410          3,121,247
     Receivables and other assets ...........................        11,175,897         10,151,747
                                                                  -------------      -------------

                                                                  $ 110,037,937      $ 107,163,265
                                                                  =============      =============
LIABILITIES AND PARTNERS' DEFICIT

Liabilities not subject to compromise
     Accounts payable and accrued expenses ..................     $     484,985      $     544,797
     Prepaid rents ..........................................              --              209,927
                                                                  -------------      -------------

         Total liabilities not subject to compromise ........           484,985            754,724
                                                                  -------------      -------------
Liabilities subject to compromise
     Deferred interest payable ..............................       122,538,704        115,022,636
     Mortgage loans payable .................................        99,160,000         99,160,000
     Due to affiliates ......................................         2,088,670          1,889,508
     Accounts payable and accrued expenses ..................           230,335               --
                                                                  -------------      -------------

         Total liabilities subject to compromise ............       224,017,709        216,072,144
                                                                  -------------      -------------

Total liabilities ...........................................       224,502,694        216,826,868
                                                                  -------------      -------------

Commitments and contingencies (Notes 3, 4, 5, 7, 8, 9 and 12)

Partners' deficit

    Limited partners' deficit (as restated) (92,810
         units issued and outstanding) ......................      (112,259,669)      (107,506,527)
    General partners' deficit (as restated) .................        (2,205,088)        (2,157,076)
                                                                  -------------      -------------

         Total partners' deficit ............................      (114,464,757)      (109,663,603)
                                                                  -------------      -------------

                                                                  $ 110,037,937      $ 107,163,265
                                                                  =============      =============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                            VISTA PROPERTIES
                                        (A limited partnership)
                                         (Debtor-in-possession)

                                        STATEMENTS OF OPERATIONS


                                                                    Year ended December 31,
                                                      ------------------------------------------------
                                                          1997               1996             1995
                                                      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>    
Revenues

     Rental income ..............................     $ 20,050,916      $ 20,924,317      $ 25,327,463
     Other income ...............................              200           273,676             1,450
     Interest income ............................           50,543            69,489           126,100
                                                      ------------      ------------      ------------

                                                        20,101,659        21,267,482        25,455,013
                                                      ------------      ------------      ------------
Costs and expenses

     Mortgage loan interest expense .............        9,416,735        17,661,137        20,093,060
         ($18,044,975 contractual for 1997)

     Operating expenses .........................        7,915,817         8,219,918         8,096,151
     Depreciation and amortization ..............        5,243,315         8,589,852         5,606,268
     Ground rent ................................          700,000           700,000         2,031,159
     Property management fees ...................          590,901           587,941           611,599
     Administrative expenses ....................          151,456           154,920           157,465
                                                      ------------      ------------      ------------

                                                        24,018,224        35,913,768        36,595,702
                                                      ------------      ------------      ------------
Loss before gain on foreclosure of property
     and reorganization items ...................       (3,916,565)      (14,646,286)      (11,140,689)

     Gain on foreclosure of property (Note 5) ...             --          19,429,198              --
                                                      ------------      ------------      ------------

(Loss) income before reorganization items .......       (3,916,565)        4,782,912       (11,140,689)
Reorganization items
     Professional fees ..........................         (944,589)             --                --
     Interest income ............................           60,000              --                --
                                                      ------------      ------------      ------------
                                                          (884,589)             --                --
                                                      ------------      ------------      ------------

Net (loss) income ...............................     $ (4,801,154)     $  4,782,912      $(11,140,689)
                                                      ============      ============      ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            VISTA PROPERTIES
                                        (A limited partnership)
                                         (Debtor-in-possession)

                                        STATEMENTS OF OPERATIONS


                                                                    Year ended December 31,
                                                      ------------------------------------------------
                                                          1997               1996             1995
                                                      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>    
Net (loss) income attributable to
     Limited partners ...........................     $ (4,753,142)     $  4,735,083      $(11,029,282)
     General partners ...........................          (48,012)           47,829          (111,407)
                                                      ------------      ------------      ------------

                                                      $ (4,801,154)     $  4,782,912      $(11,140,689)
                                                      ============      ============      ============

Net (loss) income per unit of limited partnership

     interest (92,810 units outstanding) ........     $     (51.21)     $      51.02      $    (118.84)
                                                      ============      ============      ============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                          VISTA PROPERTIES
                                      (A limited partnership)
                                       (Debtor-in-possession)

                                   STATEMENT OF PARTNERS' DEFICIT

                            YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997


                                                    General           Limited            Total
                                                   Partners'          Partners'        Partners'
                                                    Deficit            Deficit          Deficit
                                               -------------      -------------      -------------
<S>                                            <C>                <C>                <C>
Balance, January 1, 1995 .................     $  (2,557,548)     $(100,748,278)     $(103,305,826)

Reallocation of partners' equity (Note 11)           464,050           (464,050)              --
                                               -------------      -------------      -------------

Balance, January 1, 1995 (as restated) ...        (2,093,498)      (101,212,328)      (103,305,826)

Net loss - 1995 ..........................          (111,407)       (11,029,282)       (11,140,689)
                                               -------------      -------------      -------------

Balance, December 31, 1995 (as restated) .        (2,204,905)      (112,241,610)      (114,446,515)

Net income - 1996 ........................            47,829          4,735,083          4,782,912
                                               -------------      -------------      -------------

Balance, December 31, 1996 (as restated) .        (2,157,076)      (107,506,527)      (109,663,603)

Net loss - 1997 ..........................           (48,012)        (4,753,142)        (4,801,154)
                                               -------------      -------------      -------------

Balance, December 31, 1997 ...............     $  (2,205,088)     $(112,259,669)     $(114,464,757)
                                               =============      =============      =============

</TABLE>

See notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                              VISTA PROPERTIES
                                          (A limited partnership)
                                           (Debtor-in-possession)

                                          STATEMENT OF CASH FLOWS


                                                                      Year ended December 31,
                                                          ------------------------------------------------
                                                              1997              1996              1995
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>           
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS

Cash flows from operating activities
   Net (loss) income ................................     $ (4,801,154)     $  4,782,912      $(11,140,689)
    Adjustments to reconcile net (loss) income to net
     cash provided by operating activities
       Deferred mortgage loan interest ..............        7,516,068        10,458,973         7,093,482
   Depreciation and amortization ....................        5,243,315         8,589,852         5,606,268
       Straight-line adjustment for stepped
         lease rentals ..............................          (39,089)         (360,901)       (1,182,902)
       Gain on foreclosure of property ..............             --         (19,429,198)             --
 Changes in assets and liabilities
     Receivable and other assets, net ...............       (1,367,365)         (960,398)         (262,918)
     Due to affiliates ..............................          199,162           171,934           329,619
     Accounts payable and accrued expenses ..........          170,523          (147,032)          234,892
     Prepaid rents ..................................         (209,927)         (295,737)          211,920
                                                          ------------      ------------      ------------

         Net cash provided by operating activities ..        6,711,533         2,810,405           889,672
                                                          ------------      ------------      ------------

Cash flows from investing activities
   Additions to real estate .........................       (1,263,370)       (2,399,849)       (1,294,819)
   Cash received from foreclosure of property .......             --             306,572              --
                                                          ------------      ------------      ------------

         Net cash used in investing activities ......       (1,263,370)       (2,093,277)       (1,294,819)
                                                          ------------      ------------      ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              VISTA PROPERTIES
                                          (A limited partnership)
                                           (Debtor-in-possession)

                                          STATEMENT OF CASH FLOWS


                                                                      Year ended December 31,
                                                          ------------------------------------------------
                                                              1997              1996              1995
                                                          ------------      ------------      ------------
<S>                                                       <C>               <C>               <C>           
Net increase (decrease) in cash and cash
   equivalents ......................................        5,448,163           717,128          (405,147)

Cash and cash equivalents, beginning of year ........        3,121,247         2,404,119         2,809,266
                                                          ------------      ------------      ------------

Cash and cash equivalents, end of year ..............     $  8,569,410      $  3,121,247      $  2,404,119
                                                          ============      ============      ============

Supplemental disclosure of cash flow information
   Interest paid ....................................     $  1,900,667      $  7,202,164      $ 12,999,578
                                                          ============      ============      ============
</TABLE>
     Net cash provided by operating  activities  for the year ended December 31,
     1997 includes  $944,589 of  professional  fees paid and $60,000 of interest
     earned resulting from the Partnership's Chapter 11 filing.

See notes to financial statements.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


1         ORGANIZATION


         Vista Properties (Debtor-in possession) (the "Partnership"),  a limited
         partnership,  was  formed in March,  1983,  under the  Uniform  Limited
         Partnership  Laws  of the  State  of  California  for  the  purpose  of
         investing in and operating real estate.  The  Partnership's  properties
         were originally  located in New York,  Texas and Florida.  During 1996,
         the Partnership's  Florida Property was foreclosed upon by its mortgage
         lender  (Note  4). As  discussed  in Note 3, the  Partnership  received
         notice from the New York Property  mortgage lender (Note 7) regarding a
         possible  foreclosure and on June 19, 1997, the  Partnership  filed for
         reorganization  under Chapter 11 of the United States Bankruptcy Court.
         The  Partnership  will  terminate  on December  31, 2080 or sooner,  in
         accordance with the terms of the Agreement of Limited  Partnership (the
         "Limited Partnership Agreement").

         Units of limited partnership  interest were issued at a stated value of
         $500 per unit. A total of 92,810 units of limited partnership interest,
         including  units to the initial limited  partner,  have been issued for
         aggregate  capital  contributions  of  $46,405,000.  In  addition,  the
         general partners  contributed a total of $39,700, to the capital of the
         Partnership.

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Leases

         The  Partnership  accounts  for all of its leases  under the  operating
         method. Under this method, revenue is recognized as rentals become due,
         except  for  stepped   leases  where   revenue  is   recognized   on  a
         straight-line basis over the life of the lease.

         Depreciation

         Depreciation is computed using the straight-line method over the useful
         life of the  property,  which is estimated to be 40 years for buildings
         and 20 years for improvements. The cost of the buildings represents the
         initial cost of the buildings to the Partnership  plus  acquisition and
         closing  costs.  Repairs and  maintenance  are charged to operations as
         incurred.

         Write-down for impairment

         A  write-down  for  impairment  is  established  based upon a quarterly
         review of each of the properties in the Partnership's  portfolio.  Real
         estate  property  is  carried  at the  lower  of  depreciated  cost  or
         estimated fair value. In performing this review,  management  considers
         the estimated  fair value of the property  based upon the  undiscounted
         future  cash  flows,  as  well as  other  factors  such as the  current
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         occupancy, the prospects for the property and the economic situation in
         the region where the property is located. Because this determination of
         estimated fair value is based upon future economic events,  the amounts
         ultimately  realized upon a disposition may differ  materially from the
         carrying value.

         A write-down is inherently  subjective  and is based upon  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future conditions. The Partnership may provide for losses in the future
         and such provisions could be material.

         Financial statements

         The financial  statements  include only those assets,  liabilities  and
         results of operations which relate to the business of the Partnership.

         Cash and cash equivalents

         For purposes of the statements of cash flows, the Partnership considers
         all  short-term  investments  which have  original  maturities of three
         months or less to be cash equivalents.

         Principally all of the Partnership's cash and cash equivalents are held
         at two separate financial institutions.

         Fair value of financial instruments

         The fair value of financial  instruments  is determined by reference to
         market  data  and  other  valuation  techniques  as  appropriate.   The
         Partnership's  financial  instruments include cash and cash equivalents
         and mortgage loans payable. Unless otherwise disclosed,  the fair value
         of financial  instruments  approximates  their  recorded  values.  With
         respect to the Partnership's mortgage loans, and the pending bankruptcy
         filing,  management  is  unable  to  determine  the  fair  value of its
         mortgage loans at December 31, 1997.

         Net income (loss) per unit of limited partnership interest

         Net income (loss) per unit of limited partnership  interest is computed
         based upon the number of units outstanding (92,810) during the year.

         Income taxes

         No provisions have been made for federal, state and local income taxes,
         since they are the personal responsibility of the partners.

         The income tax returns of the Partnership are subject to examination by
         federal,  state and local taxing  authorities.  Such examinations could
         result in adjustments to  Partnership  income or losses,  which changes
         could affect the income tax liability of the individual partners.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Recently issued accounting pronouncements

         The Financial  Accounting  Standards  Board has recently issued several
         new accounting pronouncements.  Statement No. 128, "Earnings Per Share"
         established  standards for computing and presenting earnings per share,
         and became  effective  for  financial  statements  for both interim and
         annual  periods  ending after  December 15,  1997.  Statement  No. 129,
         "Disclosure  of  Information  about  Capital   Structure"   established
         standards  for  disclosing   information   about  an  entity's  capital
         structure,  and became  effective for financial  statements for periods
         ending  after  December  15,  1997.   Statement  No.  130,   "Reporting
         Comprehensive  Income" establishes  standards for reporting and display
         of comprehensive income and its components, and is effective for fiscal
         years   beginning   after   December  15,  1997.   Statement  No.  131,
         "Disclosures  about Segments of an Enterprise and Related  Information"
         establishes  standards  for the way that  public  business  enterprises
         report   information  about  operating  segments  in  annual  financial
         statements  and  requires  that  those   enterprises   report  selected
         information  about  operating  segments  in interim  financial  reports
         issued to  shareholders.  It also  establishes  standards  for  related
         disclosures  about products and services,  geographic  areas, and major
         customers,  and is  effective  for  financial  statements  for  periods
         beginning after December 15, 1997.

         Management  of the Company  does not believe  that these new  standards
         have,  or  will  have  a  material  effect  on the  Company's  reported
         operating results, per unit amounts, financial position or cash flows.

         Reclassifications

         Certain  reclassifications  have been made to the financial  statements
         shown for the prior  years in order to  conform to the  current  year's
         classifications.

         Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

3         PETITION FOR RELIEF UNDER CHAPTER 11

         On June 19,  1997,  the  Partnership  filed a  voluntary  petition  for
         reorganization  under Chapter 11 of the  Bankruptcy  Code in the United
         States  Bankruptcy Court for the Northern  District of California.  The
         filing of this petition acts as a stay of the foreclosure proceeding on
         the New York  Property  (Note 7).  Under  Chapter  11,  certain  claims
         against the  Partnership  in  existence  prior to the filing are stayed
         while   the    Partnership    continues    business    operations    as
         Debtor-in-possession.  These  claims are  reflected in the 1997 balance
         sheet as "liabilities subject to compromise." The Partnership's secured
         claims  (mortgages  and  deferred  interest  payable)  are also stayed,
         although  the  holders  of such  claims  have  the  right  to move  the
         Bankruptcy Court for relief from the stay.

         The  bankruptcy  petition  was  filed  to  enable  the  Partnership  to
         reorganize  its  affairs  under the  protection  of  Chapter  11 and to
         propose and confirm a plan of reorganization.  The Bankruptcy Court has
         entered   orders   approving  the  retention  by  the   Partnership  of
         reorganization  counsel and  accountants.  Pursuant to the order of the
         Bankruptcy  Court dated June 26, 1997,  the President of the management
         general   partner  of  the  Partnership  has  been  designated  as  the
         individual   responsible   for  the  duties  and   obligations  of  the
         Partnership,  as debtor and  debtor-in-possession in the reorganization
         proceeding.

         On October 10, 1997, the  Partnership  filed with the Bankruptcy  Court
         its Plan of  Reorganization  (the  "Chapter  11 Plan")  and  Disclosure
         Statement (the "Disclosure  Statement").  At a hearing held on November
         13, 1997,  the Bankruptcy  Court  approved the Disclosure  Statement as
         providing adequate information to the holders of claims or interests in
         the  reorganization  case to make an informed  judgment  concerning the
         Chapter  11  Plan.  In  February  1998,  the  Bankruptcy  Court  denied
         confirmation of the Chapter 11 Plan. The Partnership has filed a notice
         of  appeal  to  the  District  Court  for  the  Northern   District  of
         California,  and also  has  filed a motion  for  permission  to file an
         interlocutory appeal.

         In  light of the  Bankruptcy  Court's  denial  of  confirmation  of the
         Partnership's  Chapter  11  Plan  of  Reorganization,  there  can be no
         assurance that the Partnership's Chapter 11 case will not be dismissed,
         that  the  New  York  Property  and  the  Texas  Property  will  not be
         foreclosed, or that a secured creditor or other party will not obtain a
         Bankruptcy Court order confirming an alternate Plan of  Reorganization.
         A foreclosure  (as well as certain  types of Plans of  Reorganizations)
         would have  material  and  adverse tax and other  consequences  for the
         limited partners.  The financial statements have been prepared assuming
         the  Partnership  will  continue  as  a  going  concern.  However,  the
         Partnership  does not have, and is not  anticipated to have  sufficient
         funds  or  liquidity  to  satisfy  its  mortgage   loans  which  raises
         substantial doubt about its ability to continue as a going concern.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         IR  Vista  Realty  Corp.,   the  Management   General  Partner  of  the
         Partnership,  and  IR  Acquisitions  Corp.,  the  Acquisitions  General
         Partner,  were,  until November 3, 1994,  wholly-owned  subsidiaries of
         Integrated  Resources,  Inc.  ("Integrated") at which time, pursuant to
         the consummation of Integrated's Plan of Reorganization,  substantially
         all the  assets of  Integrated  were  sold to  Presidio  Capital  Corp.
         ("Presidio").  The Associate General Partner is Asta Associates Limited
         Partnership, whose general partner is Z Square G Partners II, a general
         partnership  consisting of former directors and officers of Integrated.
         Asta  Associates  Limited  Partnership  notified the Partnership of its
         withdrawal  as  Associate  General  Partner  of  the  Partnership.  The
         withdrawal  was  effective  as of March  28,  1995,  90 days  following
         written  notice to Limited  Partners.  Upon the  effective  date of the
         withdrawal,  Presidio Boram Corp.  ("Boram"),  a subsidiary of Presidio
         became the Associate  General  Partner.  In October  1996,  the parties
         determined that the withdrawal of Asta as Associate General Partner and
         the  appointment  of Boram was based  upon a mutual  mistake  and those
         transactions  were  rescinded.  Affiliates of the general  partners are
         also engaged in businesses  related to the acquisition and operation of
         real  estate.  Presidio is also the parent of other  corporations  that
         are,  or may in the  future,  be engaged in  businesses  that may be in
         competition  with the Partnership.  Accordingly,  conflicts of interest
         may arise between the Partnership and such other corporations.

         Presidio  controls  the  Partnership  through  its direct and  indirect
         ownership of the  Management  and  Acquisitions  General  Partners.  On
         August 28, 1997, an affiliate of NorthStar  Capital  Partners  acquired
         all  of  the  Class  B  shares  of  Presidio.  This  acquisition,  when
         aggregated  with  previous   acquisitions,   caused  NorthStar  Capital
         Partners to acquire indirect control of the Management and Acquisitions
         General Partners.

         Effective with the consummation of Integrated's Plan of Reorganization,
         Presidio  entered  into  an  Administrative   Services  Agreement  with
         Concurrency  Management  Corp.  ("Concurrency").  Effective  January 1,
         1996,  Wexford  Management Corp.  (formerly  Concurrency)  assigned its
         agreement to provide management and administrative services to Presidio
         and its subsidiaries to Wexford Management LLC ("Wexford").  Under this
         agreement,  Wexford had the  authority  to  designate  directors of the
         Management and Acquisitions General Partners.

         On November 2, 1997, the Administrative Services Agreement with Wexford
         expired.  Effective November 3, 1997, Wexford and Presidio entered into
         a new Administrative  Services Agreement (the "ASA"),  which expires on
         May  3,  1998.  Under  the  terms  of the  ASA,  Wexford  will  provide
         consulting and administrative  services to Presidio and its affiliates,
         including the  Management  and  Acquisitions  General  Partners and the
         Partnership.  Presidio  also entered into a management  agreement  with
         NorthStar  Presidio  Management  Company,  LLC ("NorthStar  Presidio").
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         Under the terms of the management  agreement,  NorthStar  Presidio will
         provide  the  day-to-day  management  of  Presidio  and its  direct and
         indirect subsidiaries and affiliates.  NorthStar Presidio is engaged to
         perform similar services for other entities which may be in competition
         with the  Partnership.  Reimbursements  made to  Wexford  for the years
         ended  December  31, 1997 and 1996 for  management  and  administrative
         services rendered, amounted to $23,792 and $31,812, respectively.

         Effective  November 3, 1997, the officers and employees of Wexford that
         had  served  as  officers  and/or   directors  of  the  Management  and
         Acquisitions  General  Partners  resigned  and were  replaced  with new
         individuals appointed by an affiliate of NorthStar Capital Partners.

         Presidio is a liquidating  company.  Although it has no immediate plans
         to do so,  it will  ultimately  seek to  dispose  of the  interests  it
         acquired from Integrated through liquidation,  however, there can be no
         assurance of the timing of such  transaction  or the effect it may have
         on the Partnership.

         The  Partnership  has entered into a supervisory  management  agreement
         with IR Vista Management Corp.  ("Vista  Management"),  an affiliate of
         the Management and Acquisitions  General  Partners,  to perform certain
         functions   relating  to  the  management  of  the  properties  of  the
         Partnership. A portion of the property management fees payable to Vista
         Management were paid to unaffiliated  local management  companies which
         were  engaged  to  provide  local  property  management  for one of the
         Partnership's  properties.  For the years ended December 31, 1997, 1996
         and 1995, Vista Management was entitled to receive  $590,901,  $587,941
         and $611,599,  respectively,  of which $381,738,  $416,007 and $281,980
         was paid to the unaffiliated local management  companies.  Fees are not
         charged  for  properties  net  leased to  tenants.  The  amount  due to
         affiliates of $2,088,670  and $1,889,508 at December 31, 1997 and 1996,
         respectively,  represents  management fees payable to Vista  Management
         for its supervisory management services. The Management General Partner
         suspended  payment of these fees  starting in 1991 in order to slow the
         depletion of the Partnership's working capital reserve balance.

         The general partners are entitled to receive 1% of  distributable  cash
         from the  operations,  sales,  financing  and working  capital  reserve
         account,  and an  allocation  of 1% of the  net  income  or loss of the
         Partnership.  Such amounts  allocated  and  distributed  to the general
         partners are apportioned 80% to the Management General Partner,  10% to
         the  Acquisitions  General  Partner  and 10% to the  Associate  General
         Partner.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

5         REAL ESTATE

         Real estate is summarized as follows:
<TABLE>
<CAPTION>

                                                        December 31,
                                            -----------------------------------
                                                  1997                  1996
<S>                                         <C>                   <C><
         Buildings and improvements         $ 145,735,487         $ 144,472,117
         Accumulated depreciation             (55,442,857)          (50,581,846)
                                            -------------         -------------

                                            $  90,292,630         $  93,890,271
                                            =============         =============
</TABLE>

         Florida Property

         The Florida Property, which was located in Orlando, was net leased to a
         tenant  under a lease  which  commenced  on November 1, 1981 and was to
         terminate on March 31, 1998. The initial annual rent was $2,393,268 and
         increased in each subsequent year by a percentage  equal to the rate of
         increase in the Consumer Price Index, U.S. City Average, with a maximum
         of 7% increase in any year.  Rental income for the year ended  December
         31, 1995 was $3,622,271.

         On  January  12,  1996,  the  Partnership  entered  into  a  Settlement
         Agreement (the  "Settlement  Agreement") with AEW #2 Trust ("AEW") with
         respect to a pending  foreclosure  of the mortgage  loan made by AEW to
         the Partnership in the original  principal  amount of $21,360,000  (the
         "Loan"). The Loan was secured by a first mortgage lien on the leasehold
         estate and the improvements located thereon.

         The Loan became due and payable in accordance with its terms on October
         26, 1995 and the Loan was not  satisfied  on such date.  As of November
         30, 1995, the outstanding indebtedness of the Loan was comprised of the
         principal amount of $21,360,000 plus accrued and unpaid interest in the
         amount of  $14,454,058.  The  amount of such  outstanding  indebtedness
         exceeded the fair market value of the Florida  Property.  AEW commenced
         an  action  to  foreclose  its  mortgage  on  December  7,  1995  and a
         certificate  of title was  issued  in  connection  with such  action on
         February 26, 1996.

         Under the terms of the Settlement  Agreement,  AEW agreed to pay to the
         Partnership a fee not to exceed $400,000 and to bear  substantially all
         costs and  expenses  relating to the  consummation  of the  foreclosure
         action  provided  the  Partnership  agreed  to  cooperate  with  AEW in
         connection  with  the  foreclosure   action.   On  May  21,  1996,  the
         Partnership received $306,572 with respect to this fee.
<PAGE>
                               VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

5         REAL ESTATE (continued)

         As a result of the above transaction, the Partnership recognized during
         the first  quarter of 1996,  a gain on the  foreclosure  of the Florida
         Property  of  $19,429,198  ($207.25  per  unit of  limited  partnership
         interest).

         Texas Property

         The Texas  Property,  which is  located  in  Irving,  was net leased to
         Integra-A Hotel and Restaurant  Company,  formerly known as Brock Hotel
         Corporation  ("Integra")  for a stated  term of 15 years  beginning  on
         April 29, 1983.  The initial  annual basic rent was $852,500 and was to
         increase in the fourth,  seventh, tenth, and thirteenth year of the net
         lease by a percentage  equal to the rate of increase in a certain index
         subject to certain minimum and maximum rentals.

         Integra  ceased paying rent for the period from October 1, 1985 through
         December  31, 1986 and was in default of its net lease  obligations  to
         the  Partnership.  Pursuant to a  settlement  reached  with  Integra on
         December 30, 1986, an agreement was entered into,  resolving  Integra's
         default  under its net lease.  The  Partnership  waived  payment of the
         unpaid rent for the period October 1, 1985 through May 31, 1986, in the
         amount of $568,333 and reduced the rent payable  under the net lease to
         $776,000 per year commencing June 1, 1986 and ending May 31, 1991.

         In December 1990, following a subsequent Integra default, the net lease
         was amended and assigned to Showbiz  Pizza Time,  Inc.  ("Showbiz"),  a
         Kansas  Corporation.  Rent payable pursuant to this Second Amendment to
         and  Assignment  of  Net  Lease  was  reduced  to  $459,000  per  annum
         commencing June 1, 1991 through November 30, 1996.  Beginning  December
         1, 1996,  and  continuing  through May 31, 1998,  the rent shall be the
         greater of (i) the fair market  rental or (ii)  $459,000 per annum.  At
         December 1, 1996, management and the tenant agreed to continue the rent
         at $459,000 per annum  through May 31,  1998.  In  connection  with the
         Second  Amendment,   Hallwood  Group  Incorporated  ("Hallwood"),   the
         guarantor of the net lease to Integra, paid $452,667 to the Partnership
         representing  rent due from  November 1, 1990 through and including May
         31,  1991.  The  payment of  $452,667,  plus  $25,000  in accrued  late
         charges,  represented the entire satisfaction of Hallwood's  obligation
         as guarantor of the net lease, with respect to rent due.

         Due to the soft market  conditions  in the  Irving,  Texas area and the
         estimated  fair  value of the Texas  Property,  management  recorded  a
         write-down  for  impairment of $3,000,000  during 1991.  Management has
         determined  that no additional  write-down  for impairment was required
         for the years ended December 31, 1997, 1996 and 1995.
<PAGE>
                              VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

5         REAL ESTATE (continued)

         New York Property

         The Partnership  acquired an office building located at 250 Park Avenue
         in New  York  City,  New  York.  Office  space  is  leased  to  various
         unaffiliated  third parties under operating  leases with original terms
         ranging from 5 to 20 years.

         Minimum future rental  receipts,  excluding  operating  escalations and
         other  charges,  due from  tenants  pursuant  to the terms of  existing
         noncancellable  leases,  as of December 31, 1997, are  approximately as
         follows:

              Year ending December 31,
                  1998                                $   13,944,000
                  1999                                    13,382,000
                  2000                                    13,288,000
                  2001                                    13,304,000
                  2002                                    13,053,000
                  Thereafter                              59,958,000
                                                      --------------
                                                      $  126,929,000
                                                      ==============


         The holder of the mortgage  loan on the New York  Property has asserted
         that such  mortgage  loan  became due and  payable  during 1996 and the
         lender is currently  attempting  to foreclose on the New York  Property
         (Note 7). In order to protect its interest in the property, on June 19,
         1997 the  Partnership  filed a voluntary  petition  for  reorganization
         under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
         Court for Northern District of California (Note 3).

         Each of the  Partnership's  properties are  collateralized by mortgages
         payable
<PAGE>
                             VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

6         RECEIVABLES AND OTHER ASSETS

         Receivables and other assets consist of the following:
<TABLE>
<CAPTION>

                                               December 31,
                                         ---------------------------
                                             1997            1996
                                         -----------     -----------
<S>                                      <C>             <C>     

           Step rental receivable ..     $ 5,154,312     $ 5,115,223
           Prepaid real estate taxes       2,028,971       2,035,363
           Leasing commissions, net        3,380,509       2,325,472
           Other ...................         612,105         675,689
                                         -----------     -----------

                                         $11,175,897     $10,151,747
                                         ===========     ===========
</TABLE>
         Amortization of leasing  commissions  amounted to $382,304,  $1,066,340
         and  $416,375 for the years ended  December  31,  1997,  1996 and 1995,
         respectively.

7         MORTGAGE LOANS PAYABLE

         Mortgage loans payable consist of the following:
<TABLE>
<CAPTION>

                                                            December 31,

                                                        1997            1996
                                                    -----------     -----------
<S>                                                 <C>             <C>
         New York Property - wraparound purchase
            money note and mortgage ...........     $90,160,000     $90,160,000

        Texas Property - wraparound purchase
            money note and mortgage ...........       9,000,000       9,000,000
                                                    -----------     -----------

                                                    $99,160,000     $99,160,000
                                                    ===========     ===========
</TABLE>

         New York PM Note

         The New York PM Note, which commenced in January of 1984, has a term of
         40 years and is payable  interest only to the extent that there is cash
         flow  from  property  operations,  for the  first 15 years of its term.
<PAGE>
                             VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

7         MORTGAGE LOANS PAYABLE (continued)

         New York PM Note (continued)

         Interest not paid  currently  from cash flow from the New York Property
         is  deferred.  The note bears  interest  at the rate of 16.5% per annum
         simple interest plus additional  interest commencing January 1, 1986 in
         the amount of 20% of the gross rental income from the New York Property
         in  excess  of  $10,000,000.  However,  at no time  may  the  effective
         cumulative compounded annual yield on the outstanding principal balance
         exceed  16.5%.  For the years ended  December 31, 1997,  1996 and 1995,
         additional   interest  was   $885,849,   $1,862,367   and   $2,003,048,
         respectively. After the 15th year of the New York PM Note, debt service
         payments will be recomputed based upon the then  outstanding  principal
         amount of the note and deferred interest so that the entire outstanding
         indebtedness  will be fully  amortized  over the next 25 years in equal
         monthly  installments in arrears.  The New York PM Note is secured by a
         nonrecourse  all-inclusive  wraparound purchase money mortgage which is
         inclusive  of,  and  subordinate  to,  the  first  wraparound  and  the
         underlying mortgages.

         The New York PM Note permits the  Partnership  to defer payment of some
         or all of the  interests  accrued  on the New York PM  Note,  provided,
         among other things,  that the Partnership does not defer interest in an
         amount that any time exceeds the aggregate debt service that would have
         been due for the immediately preceding 84-month period. In August 1996,
         the Partnership received notice from the holder of the New York PM Note
         that the interest deferred exceeded the permitted deferral and that the
         full debt service  payment for interest  accrued during August 1996 (in
         the amount of $1,239,700) would be due and payable on September 1, 1996
         and that, if such payment was not  received,  the New York Lender would
         be  entitled to  accelerate  the  indebtedness  secured by the New York
         Mortgage  and   exercise  all   available   remedies   (including   the
         commencement  of a foreclosure  action against the New York  Property).
         The Partnership  did not have  sufficient  funds to make the payment on
         September 1, 1996,  and, in October 1996, the New York Lender  declared
         the entire outstanding principal balance of $90,160,000,  together with
         all  accrued  and  unpaid  interest  of   approximately   $104,882,000,
         immediately  due and  payable,  and  thereafter  commenced an action to
         foreclose   upon  the  New  York   Property.   The  total   outstanding
         indebtedness    (including    related   deferred    interest   payable)
         significantly  exceeds the estimated  fair market value of the New York
         Property.

         The  Partnership  was notified on November 12, 1996 that on November 7,
         1996 the  Supreme  Court of the State of New York in the  County of New
         York  appointed  Darrell  Paster,  of Ferrer,  Paster &  Enriquez  as a
         receiver of all earnings,  revenues,  rents, issues, profits and income
         with  respect  to the New York  Property  during  the  pendency  of the
         foreclosure  action.  On May 9,  1997  the  lender  moved  for  summary
         judgement on the  foreclosure  issue. On June 19, 1997, the Partnership
         filed a voluntary petition for  reorganization  under Chapter 11 of the
<PAGE>
                              VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

7         MORTGAGE LOANS PAYABLE (continued)

         New York PM Note (continued)

         Bankruptcy Code in the United States  Bankruptcy Court for the Northern
         District of  California.  The filing of this petition acts as a stay of
         the  foreclosure  proceeding.  This  bankruptcy  petition  was filed to
         enable the  Partnership  to reorganize its affairs under the protection
         of  Chapter  11 and to propose  and  confirm a plan of  reorganization.
         Consequently,  the Partnership ceased accruing interest on the New York
         PM Note as of June 19, 1997.  At a hearing  held before the  Bankruptcy
         Court on July 29, 1997, the Bankruptcy  Court denied the  Partnership's
         request to permit  the  Partnership  to  collect  and use the rents and
         other  income of the New York  Property and approved the request of the
         New York  Lender  that the  Receiver  remain in place and  continue  to
         collect  the rents and income and to manage,  maintain  and operate the
         New York Property. See Note 3 above.

         A foreclosure  of the New York Property would result in adverse tax and
         economic  consequences to limited partners. If the New York Property is
         foreclosed  upon,  the  Partnership   estimates  that  as  required  by
         generally accepted accounting  principles,  it will recognize a gain of
         approximately  $112,000,000  ($1,199  per unit of  limited  partnership
         interest).  In addition,  the  Partnership  estimates that each limited
         partner would recognize a taxable gain of approximately $1,454 per unit
         of  limited   partnership   interest,   with  no  cash   available  for
         distribution to the Partners.  Any such  foreclosure  also would have a
         significant  impact on future operating  revenues and expenses and cash
         flow resulting from operations would be significantly reduced.

          Florida PM Note

         The Florida PM Note, which commenced in June of 1983 and was foreclosed
         on February 26, 1996 (Note 4), had a term of 40 years with  payments of
         interest  only,  to the  extent  that  there was cash flow from the net
         lease,  for the  first 15  years of its  term,  and an  original  issue
         discount of $100,000.  Interest not paid  currently from cash flow from
         the net lease was deferred. The Florida PM Note was collateralized by a
         nonrecourse  wraparound purchase money mortgage which was subject to an
         existing $12,000,000 mortgage. The interest rate on the Florida PM Note
         was 17.5% ($3,738,000 per annum) payable monthly, in arrears. After the
         15th year,  debt service  payments  were to be  recomputed  so that the
         entire  outstanding  principal  balance  ($21,360,000),  together  with
         interest on that amount (but not on the  deferred  interest),  would be
         fully  amortized over the next 25 years in equal monthly  installments,
         in  arrears  at 17.5% per annum.  The  Florida  PM Note  became due and
         payable in  accordance  with its terms on October 26, 1995 and the loan
         was not satisfied on such date.
<PAGE>
                             VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

7         MORTGAGE LOANS PAYABLE (continued)

         Texas PM Note

         The Texas PM Note,  which  commenced in December of 1983, has a term of
         15 years,  originally bore interest at the rate of 17% per annum and is
         payable  interest only  ($1,530,000 per annum) to the extent that there
         is cash flow from the net lease, for its entire term. Interest not paid
         currently  from cash flow from the net lease is deferred.  The Texas PM
         Note is secured by a  nonrecourse  purchase  money deed of trust  which
         encumbers the Partnership's  interest in the Texas Property.  The Texas
         PM Note may be  prepaid,  in whole or in part,  at any time  during its
         term. In addition,  NCNB Texas  ("NCNB"),  the holder of the underlying
         debt,  has the right to require a mandatory  prepayment of the Texas PM
         Note, including all accrued and unpaid interest thereon,  following any
         sale,  transfer or encumbrance of the Texas Property by the Partnership
         without  its  consent.  On the 15th  anniversary  of the  Texas PM Note
         (December  1998),  the  outstanding   principal  balance  ($9,000,000),
         together  with all deferred  but unpaid  interest  thereon,  is due and
         payable.

         Following  the 1986  default by  Integra on its net lease  obligations,
         NCNB  agreed  to a  modification  of the  Texas PM Note to  reduce  the
         interest rate thereunder to 13.25% per annum for the period  commencing
         May 1, 1986 and ending April 30, 1991,  at which time the interest rate
         was to return to 17%.  NCNB was  entitled to receive,  at the  maturity
         date of the Texas PM Note,  an  additional  amount  equal to 70% of the
         sales price of the Texas  Property or, in the event the property is not
         sold,  70% of the market value of the property in excess of $15,142,000
         up to  $17,713,000  and 30% of any  portion  of the sales  price or the
         market value in excess of $17,713,000. NCNB has further agreed that its
         rate of  return  on the  Texas  PM Note  may not at any  time  exceed a
         compound yield of 18% per annum and will reduce future  payments to the
         extent necessary to achieve an 18% return.  In connection with the 1990
         amendment and assignment of the net lease to Showbiz,  NCNB agreed to a
         modification  to reduce the stated interest rate to 10.25% from June 1,
         1991 through the maturity date.

         The Texas PM Note permits the  Partnership  to defer payment of some or
         all of the interest accrued on the Texas PM Note, provided, among other
         things,  that the Partnership does not defer interest in an amount that
         at any time  exceeds  $8,500,000.  The  Partnership  does not expect to
         exceed that  maximum  deferral  amount  prior to the  maturity  date in
         December  1998.  At  that  time,  unless  the  Partnership  is  able to
         refinance  the Texas  Mortgage  or agree  with the  holder of the Texas
         Mortgage (the "Texas Lender") on a restructuring of the Texas Mortgage,
         the Texas Lender may accelerate the  indebtedness  secured by the Texas
         Mortgage  and   exercise  all   available   remedies   (including   the
         commencement  of  a  foreclosure   against  the  Texas   Property).   A
         foreclosure of the Texas Mortgage  would have  significant  adverse tax
         consequences to the limited  partners of the  Partnership  with no cash
         available for distribution to the limited partners.
<PAGE>
                             VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

7         MORTGAGE LOANS PAYABLE (continued)

         Texas PM Note (continued)

         As of June 19, 1997, the Partnership  ceased  accruing  interest on the
         Texas PM Note.  In June  1997,  the  Partnership  and the Texas  Lender
         entered into an agreement,  pursuant to which,  among other things, the
         Partnership  and the Texas  Lender  agreed to the terms and  conditions
         with respect to the treatment of the claim of the Texas Lender  against
         the Partnership in the Chapter 11 Plan and to support the  confirmation
         and vote in favor of the  Chapter  11  Plan.  Additionally,  under  the
         agreement,  the Texas Lender agreed to consent to the Partnership's use
         of the rent and  other  income  of the  Texas  Property  to the  extent
         necessary  to make  payment of the  ground  rent and  partial  interest
         payments on a monthly  basis during the pendency of the  reorganization
         case and the  Partnership  agreed to grant the  Texas  Lender  adequate
         protection for the  Partnership's use of such cash upon customary terms
         and conditions. The Bankruptcy Court approved the foregoing arrangement
         pursuant to an order  dated  October 6, 1997,  although  the Chapter 11
         Plan was denied confirmation. See Note 3 above.

         There is no assurance that the Partnership will be able to successfully
         avoid  a  foreclosure  of  the  New  York  Property,  or  refinance  or
         restructure the Texas Mortgage prior to maturity.  If both the New York
         Property and the Texas Property are foreclosed,  the Partnership  would
         lose all sources of revenue and would be forced to dissolve.

         For the years ended December 31, 1997,  1996 and 1995, the  Partnership
         paid $1,900,667,  $7,202,164 and $12,999,578,  respectively, toward its
         current  mortgage loan interest  obligations for all the mortgage loans
         noted above.

8         DEFERRED INTEREST PAYABLE

         Deferred interest payable is summarized as follows:
<TABLE>
<CAPTION>

                                            December 31,
                                    -----------------------------
                                        1997             1996
                                    ------------     ------------
<S>                                 <C>              <C>
               New York PM Note     $115,139,823     $107,877,317
               Texas PM Note ..        7,398,881        7,145,319
                                    ------------     ------------

                                    $122,538,704     $115,022,636
                                    ============     ============
</TABLE>

         The deferred interest payable does not accrue additional interest.
<PAGE>
                            VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

9         GROUND LEASES

         The  Florida  Property  was  located  on a parcel of land which was net
         leased to the  Partnership  under a Florida  Ground Lease.  The Florida
         Ground  Lease was for a 99-year  term and had an  initial  base rent of
         $300,000 per annum  payable in equal monthly  installments  of $25,000.
         The  initial  base  rent   increased   annually  by  14.5%  per  annum,
         compounded,  to a maximum of  $1,331,920  which would have  occurred in
         1996.  This Florida  Property was foreclosed  upon on February 26, 1996
         (Note 5).

         The Texas  Property  is located on a parcel of land which is net leased
         to the Partnership  under a Texas Ground Lease.  The Texas Ground Lease
         commenced on December 15, 1983,  has a 99-year term and has a base rent
         of $100,000 per annum payable in equal monthly  installments of $8,333,
         plus  incentive  rent  equal to 10% of  gross  income  from  the  Texas
         Property  in  excess  of   $852,000.   Other  than  the   Partnership's
         obligations to pay ground rent, the obligations of the Partnership will
         be performed by the lessee's  performance of its obligations  under its
         net lease.  During 1997, the  Partnership  paid $100,000 in ground rent
         expense.

         The New York  Property is located on a parcel of land which is owned by
         the seller and net leased to the Partnership.  The term of the New York
         Ground Lease  expires on March 31, 2011 and the  Partnership  has three
         21-year renewal options.  The New York Ground Lease has an initial base
         rent of $600,000 per annum,  payable in equal monthly  installments  of
         $50,000, and will be increased in April 1998 to $615,000 per annum. The
         annual rent payable for each optional renewal term will be fixed at the
         beginning  of such terms at the greater of $615,000 or an amount  equal
         to 6% of the then fair market value of the New York land.  During 1997,
         the Partnership paid $600,000 in ground rent expense.

         Minimum future ground rent payments due under the Partnership's  ground
         leases,  not including any incentive rent under the Texas Ground Lease,
         is as follows:
<TABLE>
<CAPTION>
                                          Texas            New York
                                         Property          Property          Total
                                      -------------     -------------    --------------
<S>                                   <C>               <C>              <C>
          Year ending December 31,
              1998                    $     100,000     $     611,250    $      711,250
              1999                          100,000           615,000           715,000
              2000                          100,000           615,000           715,000
              2001                          100,000           615,000           715,000
              2002                          100,000           615,000           715,000
          Thereafter                      8,100,000         5,073,750        13,173,750
                                      -------------     -------------    --------------

                                      $   8,600,000     $   8,145,000    $   16,745,000
                                      =============     =============    ==============
</TABLE>
<PAGE>
                            VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

10        STOCK OPTIONS

         On May 29, 1987, as a condition of the lease modification with Integra,
         Integra issued warrants in registered form to purchase 93,747 shares of
         Integra's  common  stock at an exercise  price of $12.50 per share,  of
         which 937 shares were issued to the General  Partners.  The  individual
         warrants to purchase  one share of common stock are  exercisable  on or
         before July 1, 2006.  Limited  partners  received  one warrant for each
         limited partnership unit owned.

11        PARTNERS' DEFICIT

         The General  Partners  hold a 1% equity  interest  in the  Partnership.
         However,  at the inception of the  Partnership,  the General  Partners'
         equity account was credited with only the actual capital contributed in
         cash,  $39,700.  The  Partnership's  management  determined  that  this
         accounting does not appropriately reflect the Limited Partners' and the
         General  Partners'  relative  participations  in the  Partnership's net
         assets,  since it does not  reflect  the  General  Partners'  1% equity
         interest in the  Partnership.  Thus, the  Partnership  has restated its
         financial  statements to reallocate  $464,050 (1% of the gross proceeds
         raised at the  Partnership's  formation) of the partners' equity to the
         General Partners' equity account.  This reallocation was made as of the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.

12        STATUS OF INTEGRATED

         On  February  13,  1990,  Integrated,   the  sole  shareholder  of  the
         Management  and  Acquisitions  General  Partners,   filed  a  voluntary
         petition  for  reorganization  under  Chapter 11 of the  United  States
         Bankruptcy Code. While Integrated's  bankruptcy did not directly affect
         the Partnership's operations, it has resulted in certain changes.

         On  August  8,  1994,  The  Bankruptcy   Court   confirmed  a  Plan  of
         Reorganization   (the   "Steinhardt   Plan")   proposed  by  Steinhardt
         Management  Company,  Inc. and the Official  Committee of  Subordinated
         Bondholders   and  on  November  3,  1994,  the  Steinhardt   Plan  was
         consummated.  Presidio  purchased  substantially  all of the  assets of
         Integrated  including its interest in the Management  and  Acquisitions
         General  Partners.  Presidio is a British  Virgin  Islands  corporation
         owned  12% by IR  Partners,  a general  partnership,  and 88% by former
         creditors of Integrated.

         The  Partnership   filed  a  Proof  of  Claim  against   Integrated  in
         Integrated's  Chapter 11 proceeding  with respect to certain  potential
         and  unliquidated  claims and  disputes  involving  Integrated  and its
         affiliates. These claims and disputes were resolved and approved by the
         Bankruptcy  Court on January 22,  1996.  During 1996,  the  Partnership
         received  approximately $272,000 with respect to these claims, which is
         included in other income in the statements of operations.
<PAGE>
                            VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS

13        RECONCILIATION OF NET (LOSS) INCOME AND NET LIABILITIES PER 
          FINANCIAL STATEMENTS TO TAX BASIS

         The  Partnership has computed  depreciation  for tax purposes using the
         Accelerated and Modified  Accelerated Cost Recovery  Systems,  which is
         not in accordance with generally accepted accounting principles.

         A reconciliation  of net (loss) income per financial  statements to the
         tax basis of accounting is as follows:
<TABLE>
<CAPTION>
                                                                  Year ended December 31,             
                                                   ------------------------------------------------   
                                                        1997              1996              1995      
                                                   ------------      ------------      ------------   
<S>                                                <C>               <C>               <C>
         Net (loss) income per financial                                                              
             statements .........................  $ (4,801,154)     $  4,782,912      $(11,140,689)  
         Tax depreciation in excess of                                                                
             financial statement depreciation ...    (2,938,081)         (229,785)       (3,875,102)  
         Gain in foreclosure of property ........          --          11,788,724              --     
         Expense accruals recorded for                                                                
             financial statements in excess                                                           
             of tax basis .......................     1,064,377           809,456              --     
         Interest expense recorded for                                                                
             financial statements in excess                                                           
             of tax basis .......................     7,516,068        17,661,137              --     
                                                   ------------      ------------      ------------   
                                                                                                      
         Net income (loss) per tax basis ........  $    841,210      $ 34,812,444      $(15,015,791)  
                                                   ============      ============      ============   
</TABLE>
<PAGE>   
                           VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

                          NOTES TO FINANCIAL STATEMENTS


13        RECONCILIATION OF NET (LOSS) INCOME AND NET LIABILITIES PER 
          FINANCIAL STATEMENTS TO TAX BASIS
         (continued)

         The differences between the Partnership's net liabilities per financial
         statements and the tax basis of accounting are as follows:
<TABLE>
<CAPTION>
                                                                                            
                                                                                            
                                                                   December 31,             
                                                         --------------------------------   
                                                               1997               1996      
                                                         -------------      -------------   
<S>                                                      <C>                <C>
         Net liabilities per financial statements ..     $(114,464,757)     $(109,663,603)  
         Write-down for impairment .................         3,000,000          3,000,000   
         Cumulative tax depreciation in excess of                                           
             financial statement depreciation ......       (57,372,617)       (54,434,536)  
         Deferred interest .........................        25,177,205         17,661,137   
         Cost of tenant improvements written-off for                                        
             financial statement purposes ..........         3,954,756          3,954,756   
         50% of acquisition fees paid to affiliates                                         
             expensed for tax purposes .............        (2,569,976)        (2,569,976)  
         Income and expense accruals ...............         1,873,833            809,456   
         Syndication costs .........................         5,333,790          5,333,790   
                                                         -------------      -------------   
                                                                                            
         Net liabilities per tax basis .............     $(135,067,766)     $(135,908,976)  
                                                         =============      =============   
</TABLE> 
<PAGE>
<TABLE>
<CAPTION>
                                                          VISTA PROPERTIES
                                                       (A limited partnership)
                                                       (Debtor-in-possession)

                                       Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                                          DECEMBER 31, 1997
                                                                                                                    REDUCTIONS   
                                                                                              COST                   RECORDED    
                                                                                          CAPITALIZED               SUBSEQUENT    
                                                                                           SUBSEQUENT                   TO        
                                                     INITIAL COST TO PARTNERSHIP         TO ACQUISITION            ACQUISITION   
                                                    ----------------------------  ----------------------------      ---------
                                                                    BUILDINGS                                                   
                                                                       AND                                                      
                                        ENCUM-                      IMPROVE-         IMPROVE-        CARRYING        WRITE-     
         DESCRIPTION                  BRANCES (2)      LAND           MENTS          MENTS            COSTS         DOWNS (3)   
         -----------                 ------------      ----          -----           -----            -----         ---------   
<S>                                  <C>            <C>          <C>              <C>              <C>              <C>
Texas Property:
     Net leased to
        Showbiz Pizzatime, Inc.
        Irving, Texas                $ 16,398,881   $      -     $  10,000,000    $         -      $   563,989     $ 3,000,000   

New York Property
     New York, New York               205,299,823                   98,000,000      33,304,191       6,867,307               -   
                                    -------------   --------     -------------    ------------     -----------     -----------
     Totals                         $ 221,698,704   $      -     $ 108,000,000    $ 33,304,191     $ 7,431,296     $ 3,000,000  
                                    =============   =======      =============    ============     ===========     ===========
                             
<CAPTION>
                                              GROSS                      
                                         AMOUNT AT WHICH                                          
                                           CARRIED AT                
                                            CLOSE OF          
                                             PERIOD                                                                  LIFE ON WHICH  
                                       ---------------------                                                         DEPRECIATION IN
                                                   BUILDINGS                       ACCUMU-       DATE                   LATEST 
                                                     AND                           LATED          OF       DATE        STATEMENTS  
                                                   IMPROVE-                        DEPRE-       CONS-    ACQUIR-     OF OPERATIONS 
 DESCRIPTION                           LAND        MENTS (1)      TOTAL          CIATION       TRUCTION    ED        IS COMPUTED 
 -----------                           ----       ---------       -----          -------       --------  -------     -------------- 
<S>                                <C>        <C>             <C>              <C>               <C>      <C>         <C>
Texas Property:                 
     Net leased to              
        Showbiz Pizzatime, Inc. 
        Irving, Texas              $    -     $ 10,563,989    $  7,563,989     $   3,719,398     1982     12/83       40 Years
                                                                                                   
New York Property                                                                                  
     New York, New York                 -      138,171,498     138,171,498        51,723,459     1924     1/84        20-40 Years 
     Totals                        $    -    $ 148,735,487   $ 145,735,487     $  55,442,857       
                                   =====     =============   =============     =============       
</TABLE>
(1) Aggregate cost for federal income tax purposes.
(2)  Consists of mortgage  loans and deferred  interest  payable at December 31,
1997.
(3) Write-down for impairment due to decline in estimated fair value. 
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

             Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION


A)     RECONCILIATION OF REAL ESTATE OWNED
<TABLE>
<CAPTION>
                                                                 Year ended December 31,            
                                                 -------------------------------------------------- 
                                                      1997               1996              1995     
                                                 -------------     -------------      ------------- 
<S>                                              <C>               <C>                <C>
       Balance at the beginning of year (1)      $ 144,472,117     $ 170,379,274      $ 169,084,455 
                                                                                                    
       Additions during year - purchases ...         1,263,370         2,399,849          1,294,819 
                                                 -------------     -------------      ------------- 
                                                   145,735,487       172,779,123        170,379,274 
       Other changes                                                                                
         Tenant improvements (2) ...........              --          (3,954,756)              --   
         Foreclosure of Florida Property (3)              --         (24,352,250)              --   
                                                 -------------     -------------      ------------- 
                                                                                                    
       Balance at end of year ..............     $ 145,735,487     $ 144,472,117      $ 170,379,274 
                                                 =============     =============      ============= 
</TABLE>
(1) Includes the initial cost of the  properties  plus  acquisition  and closing
costs and write-downs for impairment.

(2) Includes tenant improvements at the New York Property which were written-off
during 1996.

(3)  Represents  the cost basis of the  Florida  Property  which was  foreclosed
during 1996.

(B)    RECONCILIATION OF ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
                                                          Year ended December 31,
                                                  1997             1996              1995
                                             ------------     ------------      ------------
<S>                                          <C>              <C>               <C>
Balance at beginning of year ...........     $ 50,581,846     $ 54,673,898      $ 49,484,005

Additions during year - depreciation (1)        4,861,011        7,523,512         5,189,893
                                             ------------     ------------      ------------
                                               55,442,857       62,197,410        54,673,898
Other changes
  Tenant improvements (2) ..............             --         (3,954,756)             --
  Foreclosure of Florida Property (3) ..             --         (7,660,808)             --
                                             ------------     ------------      ------------

Balance at end of year .................     $ 55,442,857     $ 50,581,846      $ 54,673,898
                                             ============     ============      ============
</TABLE>
<PAGE>
                               VISTA PROPERTIES
                             (A limited partnership)
                             (Debtor-in-possession)

       Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (continued_

(1)  Depreciation is provided on buildings using the  straight-line  method over
the useful life of the property, which is estimated to be 40 years for buildings
and 20 years for improvements.

(2) Includes tenant improvements at the New York Property which were written-off
during 1996.

(3) Represents the accumulated  depreciation  of the Florida  Property which was
foreclosed during 1996.
<PAGE>
Item 9.  Changes in and Disagreements with Accountants on Accounting 
         and Financial Disclosure

None.
<PAGE>
PART III


Item 10.      Directors and Executive Officers of Registrant

Management and Acquisitions General Partners

The names,  offices held and the ages of the executive officers and directors of
the Management and Acquisitions General Partners are as follows, respectively:
<TABLE>
<CAPTION>
                                                                                             Has served as a
                                                                                             Director and/or
                                                                                              Officer of the
                                                                                             Managing General
     Name                       Age                 Position Held                             Partner since
     ----                       ---                 -------------                             -------------
<S>                             <C>     <C>                                                  <C>
 W. Edward Scheetz              33      Director                                             November 1997
 David Hamamoto                 38      Director                                             November 1997
 Richard Sabella                42      President, Director                                  November 1997
 David King                     35      Executive VP, Director, Assistant Treasurer          November 1997
 Lawrence R. Schachter          41      Senior VP, Chief Financial Officer                   January 1998
 Kevin Reardon                  39      VP, Secretary, Treasurer, Director                   November 1997
 Allan B. Rothschild            36      Executive VP                                         December 1997
 Marc Gordon                    33      VP                                                   November 1997
 Charles Humber                 24      VP                                                   November 1997
 Adam Anhang                    24      VP                                                   November 1997
 Gregory Peck                   23      Assistant Secretary                                  November 1997
</TABLE>

W. Edward Scheetz  co-founded  NorthStar Capital Partners with David Hamamoto in
July 1997,  having previously been a partner at Apollo Real Estate Advisors L.P.
since 1993. From 1988 to 1993, Mr. Scheetz was a
principal with Trammell Crow Ventures.

David Hamamoto  co-founded  NorthStar Capital Partners with W. Edward Scheetz in
July 1997,  having  previously  been a partner  and a co-head of the Real Estate
Principal Investment Area at Goldman, Sachs & Co., where he initiated the effort
to build a real estate principal  investment business in 1988 under the auspices
of the Whitehall Funds.

Richard  Sabella joined  NorthStar  Capital  Partners in November  1997,  having
previously been the head of real estate and a partner at the law firm of Cahill,
Gordon & Reindel since 1989. Mr. Sabella has also been  associated  with the law
firms of Milgrim, Thomajian, Jacobs & Lee, P.C. and Cravath, Swaine & Moore.

David King joined NorthStar Capital Partners in November 1997, having previously
been a Senior Vice President of Finance at Olympia & York Companies (USA). Prior
to joining Olympia & York in 1990, Mr. King worked for Bankers Trust in its real
estate finance group.

Lawrence  R.  Schachter  joined  NorthStar  Presidio  in  January  1998,  having
previously held the position as Controller at CB Commercial/Hampshire,  LLC from
1996 to 1997. Prior to joining CB, Mr. Schachter held the position of Controller
at Goodrich Associates in 1996 and at Greenthal/Harlan  Realty Services Co. from
1992 to 1995. Mr.  Schachter,  who holds a CPA,  graduated from Miami University
(Ohio).
<PAGE>
Kevin  Reardon  joined  NorthStar  Capital  Partners  in  October  1997,  having
previously  held the  position  of  Controller  at  Lazard  Freres  Real  Estate
Investors from 1996 to 1997. Prior to joining Lazard Freres, Mr. Reardon was the
Director  of Finance in charge of  European  expansion  at the law firm of Dewey
Ballantine  from  1993 to 1996.  Prior to 1993,  Mr.  Reardon  held a  financial
position at Hearst - ABC - Viacom Entertainment Services. Mr. Reardon, who holds
a CPA, graduated from Fordham University with a B.S. in Accounting.

Allan  B.  Rothschild  joined  NorthStar   Presidio  in  December  1997,  having
previously been the Senior Vice President and General Counsel of Newkirk Limited
Partnership where he managed a large portfolio of net-leased real estate assets.
Prior to joining  Newkirk,  Mr.  Rothschild was associated  with the law firm of
Proskauer, Rose LLP in its real estate group.

Marc Gordon joined NorthStar Capital Partners in October 1997, having previously
been a Vice  President in the Real Estate  Investment  Banking  Group at Merrill
Lynch where he executed corporate finance and strategic  transactions for public
and private  real  estate  ownership  companies,  including  REITs,  real estate
service  companies,  and real estate  intensive  operating  companies.  Prior to
joining  Merrill  Lynch in 1993,  Mr.  Gordon was in the Real Estate and Banking
Group at the law firm of Irell & Manella.  Mr. Gordon  graduated  from Dartmouth
College with an A.B. in economics  and also holds a J.D. from the UCLA School of
Law.

Charles  Humber joined  NorthStar  Capital  Partners in September  1997,  having
previously worked for Merrill Lynch's Real Estate Investment  Banking Group from
1996 to  1997.  Mr.  Humber  graduated  from  Brown  University  with a B.A.  in
international  relations and  organizational  behavior and  management  which is
where he was prior to 1996.

Adam Anhang joined NorthStar  Capital Partners in August 1997, having previously
worked for The Athena  Group's Russia and Former Soviet Union  development  team
from  1996 to  1997.  Mr.  Anhang  graduated  from  the  Wharton  School  of the
University  of  Pennsylvania  with a B.S. in economics  with  concentrations  in
finance and real estate, which is where he was prior to 1996.

Gregory Peck joined NorthStar  Capital Partners in July 1997,  having previously
worked for the Morgan  Stanley  Realty  Real  Estate  Funds  (MSREF)  and Morgan
Stanley's  Real  Estate  Investment  Banking  Group from 1996 to 1997.  Prior to
joining Morgan Stanley,  Mr. Peck worked for Lazard Freres & Co. LLC in the Real
Estate  Investment  Banking  Group from 1994 to 1996.  Mr. Peck  graduated  from
Columbia College with an A.B. in mathematics and an A.B. in economics.

There  are no family  relations  between  any  executive  officer  and any other
executive  officer  or  director  of the  Management  and  Acquisitions  General
Partners.

Many of the above  officers and  directors of the  Management  and  Acquisitions
General  Partners also are officers and/or  directors of the general partners of
other public partnerships affiliated with Presidio.
<PAGE>
Associate General Partner

Asta Associates Limited Partnership,  a Connecticut limited partnership,  is the
Associate  General  Partner of  Registrant.  Its  general  partner is Z Square G
Partners II, a New York general  partnership which was formed in October,  1982.
Arthur H. Goldberg and Z Square Partners are the general  partners of Z Square G
Partners  II. Z Square  Partners  is a New York  general  partnership  which was
formed in October,  1982. The general partners of Z Square Partners are Selig A.
Zises  and Jay H.  Zises.  Asta  Associates  Limited  Partnership  notified  the
Partnership of its withdrawal as Associate  General Partner of the  Partnership.
The  withdrawal was effective as of March  28,1995,  90 days  following  written
notice to Limited Partners. Upon the effective date of the withdrawal,  Presidio
Boram Corp.  ("Boram"),  a subsidiary of Presidio  became the Associate  General
Partner.  In October 1996, the parties determined that the withdrawal of Asta as
Associate  General  Partner and the appointment of Boram was based upon a mutual
mistake and those transactions were rescinded.

Arthur H. Goldberg, age 54, is the President of Manhattan Associates.  He served
as President and Chief Operating  Officer of Integrated for more than five years
prior to his  resignation in January,  1990.  Mr.  Goldberg also served as Chief
Executive  Officer  of  Integrated  from  February,  1989,  as a  member  of the
Executive  Committee of the Board of Directors  from July,  1989 and as Co-Chief
Executive  Officer from August,  1989,  each until his  resignation  in January,
1990. He has been a member of the Bar of the State of New York since 1967. He is
a graduate of New York University School of commerce and its School of Law.

Selig A. Zises, age 55, was a Director of Integrated  until April,  1990 and was
the Chairman of the Board of Integrated and Chief Executive Officer from 1969 to
1989. He is currently the President of Associated Ventures Management, a private
investment partnership.

Jay H.  Zises,  age 53, was a Director of  Integrated  until April 1990 and from
December  1977 to 1989 was Chairman of the  Executive  Committee of the Board of
Directors  of  Integrated.  He is  currently  President  and general  partner of
Associated Capital, a private investment partnership.

Registrant believes,  based on written representations  received by it, that for
the year ended December 31, 1997 all filing  requirements under Section 16(a) of
the  Securities  Exchange  Act  of  1934  applicable  to  beneficial  owners  of
Registrant's  securities,  Registrant's  general  partners  and the officers and
directors of such general partners, were complied with.


Item 11.      Executive Compensation

Registrant  is not required to pay the officers or directors of the  Management,
Acquisitions or Associate General Partners any direct compensation,  and no such
compensation  was paid during the fiscal year ended  December 31, 1997.  Certain
officers and directors of the Management  General Partner  receive  compensation
from  the  Management  General  Partner  and/or  its  affiliates  (but  not from
Registrant) for services  performed for various affiliated  entities,  which may
include services performed for Registrant.  See "Item 13. Certain  Relationships
and Related Transactions."
<PAGE>
   
Item 12.      Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

                  No person owns,  of record,  or is known by  Registrant to own
beneficially more than 5% of the Units of Registrant.

Security Ownership of Managemenet

                  None of the  Management,  Acquisitions  or  Associate  General
Partners beneficially owns any Units of Registrant.

                  To the knowledge of the  Registrant,  the following sets forth
certain information  regarding ownership of the Class A shares of Presidio as of
March 11, 1998 (except as otherwise noted) by (i) each person or entity who owns
of record or beneficially five percent or more of the Class A shares,  (ii) each
director  and  executive  officer  of  Presidio,  and  (iii) all  directors  and
executive officers of Presidio as a group. To the knowledge of Presidio, each of
such  shareholders  has sole voting and investment  power as to the shares shown
unless otherwise noted.

                  All  outstanding  shares of  Presidio  are  owned by  Presidio
Capital Investment Company,  LLC ("PCIC"), a Delaware limited liability company.
The  interests  in PCIC  (and  beneficial  ownership  in  Presidio)  are held as
follows:
<TABLE>
<CAPTION>
                                         Percentage Ownership
                                        in PCIC and Percentage
                                         Beneficial Ownership
 Name of Beneficial Owner                     in Presidio
 ------------------------               -----------------------
<S>                                              <C>
Five Percent Holders:
Presidio Holding Company, LLC(1)                 71.93%
AG Presidio Investors, LLC(2)                    14.12%
DK Presidio Investors, LLC(3)                     8.45%
Stonehill Partners, L.P.(4)                       5.50%
</TABLE> 
The holdings of the directors and executive officers of Presidio are as follows:

<TABLE>
<CAPTION>
<S>                                              <C>
Directors and Officers:
Adam Anhang(5)                                       0%
Marc Gordon(5)                                       0%
David Hamamoto(5)                                71.93%
Charles Humber(5)                                    0%
David King(5)                                        0%
Gregory Peck(5)                                      0%
Kevin Reardon(5)                                     0%
Allan Rothschild(5)                                  0%
Richard J. Sabella(5)                                0%
Lawrence Schachter(5)                                0%
W. Edward Scheetz(5)                             71.93%

Directors and Officers as a group:               71.93%
</TABLE>
    
<PAGE>
   
(1)               Presidio Holding Company,  LLC is a New York limited liability
                  company whose address is 527 Madison Avenue,  16th Floor,  New
                  York, New York 10022. PHC has two members,  Polaris  Operating
                  LLC  ("Polaris")  which  holds a 1%  interest,  and  Northstar
                  Operating,  LLC  ("Northstar")  which  holds  a 99%  interest.
                  Polaris is a Delaware limited  liability company whose address
                  is 527 Madison Avenue,  16th Floor,  New York, New York 10022.
                  Polaris has two members,  Sextant Operating Corp. ("Sextant"),
                  which holds a 1% interest,  and  Northstar,  which holds a 99%
                  interest.  Sextant is a Delaware  corporation whose address is
                  527 Madison Avenue,  16th Floor,  New York, New York 10022 and
                  whose sole  shareholder is Northstar.  Northstar is a Delaware
                  limited liability company whose address is 527 Madison Avenue,
                  16th  Floor,  New  York,  New York  10022.  Northstar  has two
                  members, Northstar Capital Partners ("NCP"), which holds a 99%
                  interest,  and  Northstar  Capital  Holdings I, LLC  ("NCHI"),
                  which  holds a 1%  interest.  Both NCP and  NCHI are  Delaware
                  limited  liability  companies,  whose business  address is 527
                  Madison Avenue,  16th Floor, New York, New York 10022. NCP has
                  two  members,   NCHI,  which  holds  a  74.75%  interest,  and
                  Northstar  Capital  Holdings II LLC  ("NCHII"),  which holds a
                  25.25%  interest.  The business  address for NCHII, a Delaware
                  limited liability  company is 527 Madison Avenue,  16th Floor,
                  New York, New York 10022. NCHII has three members, NCHI, which
                  holds  a 99%  interest,  Edward  Scheetz,  who  holds  a  0.5%
                  interest and David  Hamamoto,  who holds a 0.5% interest.  Mr.
                  Scheetz,  a U.S. citizen whose business address is 527 Madison
                  Avenue,  16th Floor,  New York, New York 10022,  is a founding
                  member of NCP. Mr.  Hamamoto,  a U.S.  citizen whose  business
                  address is 527 Madison Avenue,  16th Floor, New York, New York
                  10022, is a founding member of NCP. NCHI has two members,  Mr.
                  Scheetz and Mr. Hamamoto, each of whom holds a 50% interest.

                  Pursuant  to that  certain  Amended  and  Restated  Pledge and
                  Security  Agreement  (the "Pledge  Agreement")  dated March 5,
                  1998  made by PHC in  favor  of  Credit  Suisse  First  Boston
                  Mortgage  Capital  LLC  ("CSFB"),   PHC  pledged  all  of  its
                  membership  interest  in PCIC to CSFB as  security  for  loans
                  issued under the Loan Agreement  dated as of February 20, 1998
                  by and  among  PHC and CSFB and the  First  Amendment  thereon
                  dated  March 5, 1998  (together,  the "Loan  Agreement").  The
                  Pledge  Agreement and Loan Agreement  contain standard default
                  and event of default provisions which may at a subsequent date
                  result in a change of  control  of PCIC  and,  therefore,  the
                  Registrant.

(2)               Each of  Angelo,  Gordon & Co.,  L.P.,  as sole  manager of AG
                  Presidio  Investors,  LLC,  and John M.  Angelo and Michael L.
                  Gordon,  as general partners of the general partner of Angelo,
                  Gordon & Co.,  L.P.  may be  deemed  to  beneficially  own for
                  purposes  of Rule  13d-3 of the  Exchange  Act the  securities
                  beneficially owned by AG Presidio Investors, LLC. Each of John
                  M.  Angelo and  Michael L.  Gordon  disclaim  such  beneficial
                  ownership.  The  business  address  for  such  persons  is c/o
                  Angelo,  Gordon & Co, L.P., 345 Park Avenue,  26th Floor,  New
                  York, New York 10167.
    
<PAGE>
   
(3)               M.H. Davidson & Company,  Inc., as sole manager of DK Presidio
                  Investors,  LLC may be deemed to beneficially own for purposes
                  of Rule 13d-3 of the Exchange Act, the securities beneficially
                  owned by DK Presidio Investors,  LLC. The business address for
                  such person is c/o M.H. Davidson & Company,  885 Third Avenue,
                  New York, New York 10022.

(4)               Includes  shares  of  PCIC  beneficially  owned  by  Stonehill
                  Offshore   Partners   Limited  and   Stonehill   Institutional
                  Partners,  L.P. John A. Motulsky is a managing general partner
                  of  Stonehill  Partners,   L.P.,  a  managing  member  of  the
                  investment  advisor to Stonehill Offshore Partners Limited and
                  is a general partner of Stonehill Institutional Partners, L.P.
                  John A. Motulsky disclaims  beneficial ownership of the shares
                  held by these entities.  The business  address for such person
                  is c/o Stonehill Investment Corporation, 110 East 59th Street,
                  New York, New York 10022.

(5)               The  business  address for such person is 527 Madison  Avenue,
                  16th Floor, New York, New York 10022.
    

Item 13.      Certain Relationships and Related Transactions

Taxable income  generated by Registrant  during the year ended December 31, 1997
allocated to each of the Management, Acquisitions and Associate General Partners
were $6,961, $871 and $871, respectively.

Transactions with Affiliates of Management

Vista  Management  has been retained by Registrant to perform  certain  property
management  services for all  properties of Registrant  which are not subject to
long-term net leases.  As compensation  for such services,  Vista  Management is
entitled  to receive up to 6% of the annual  gross  revenues  of the  properties
where it  performs  all leasing and  re-leasing  services  and up to 3% of gross
revenues  where  it does  not  perform  such  services.  The fee  paid to  Vista
Management  is  reduced  by the  amount  of any fee paid to  unaffiliated  third
parties  for such  management.  For the fiscal  year ended  December  31,  1997,
$580,900 was earned by Vista Management for such services, of which $381,739 was
paid to unaffiliated third parties. As of December 31, 1997,  $2,088,760 of fees
due to Vista  Management  were  deferred.  The  Management  General  Partner has
suspended payment of the fee earned by Vista Management to slow the depletion of
Registrant's working capital reserve balance.
<PAGE>
PART IV


Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K.

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

         1. Financial  Statements - The list of Financial  Statements appears on
         page 9.

         2.  Schedules - The list of Financial  Statement  Schedules  appears on
         page 9.

         3. Exhibits - See the Exhibit index at page 36 of this Annual Report on
         Form 10-K.

(b) Reports on Form 8-K:

         Registrant did not file any reports on Form 8-K during the last quarter
         of the fiscal year.
<PAGE>
   

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 27th day of March, 1998.


VISTA PROPERTIES


By:      IR VISTA REALTY CORP.
         Management General Partner

By:      /s/ Richard Sabella                                April 16, 1998
         -------------------
         Richard Sabella
         President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of Registrant in their
capacities as directors  and/or officers (as to the Managing General Partner) on
the date indicated below.


       Signature              Title                               Date
       ---------              -----                               ----


/s/ Lawrence Schachter     Senior Vice President and          April 16, 1998
----------------------
Lawrence Schachter         Chief Financial Officer

/s/ Richard Sabella        Director and President             April 16, 1998
----------------------
Richard Sabella

/s/ David King             Director and Executive
--------------
David King                 Vice President                     April 16, 1998

/s/ Kevin Reardon          Director and Vice President,
------------------
Kevin Reardon              Treasurer and Secretary            April 16, 1998
    
<PAGE>

                                  EXHIBIT INDEX



Exhibit

3(A)          Second Amended and Restated Certificate of Limited Partnership.*

 3(B)         Second Amended and Restated Agreement of Limited Partnership*

10(A)         Amended and Restated  Agent's  Agreement  between  Registrant  and
              Resources  Property  Management  Corp.  with respect to management
              services.*

10(E)         Amended  and  Restated  Agreement  dated July 6, 1983,  between IR
              Vista Realty Corp., Asta Associates Limited Partnership,  Z Square
              G Partners II and Integrated Resources, Inc.
              with respect to consulting services.*

10(F)         Ground Lease Agreement with respect to the Orlando Land from AEW #
              2 Trust ("AEW") to Registrant.*

10(G)         Purchase Money Mortgage Note from Registrant to AEW.*

10(H)         Mortgage and Security Agreement from Registrant to AEW.*

10(I)         Assignment and Assumption of Martin Marietta Corporation Net Lease
              ("MMC Net Lease").*

10(J)         Letter from Martin Marietta re:  the MMC Net Lease.*

10(K)         MMC Net Lease - Agreement of Lease.*

10(L)         MMC Net Lease - First Amendment to Agreement of Lease.*

10(M)         Option Agreement between Registrant and AEW.*

10(N)         Mortgage   and   Security   Agreement   from  AEW  to   Registrant
              ("Reciprocal Mortgage").*

10(O)         Collateral   Assignment   of   Mortgage   and  Note  from  AEW  to
              Registrant.*

10(P)         Collateral Assignment of Leases and Rent from AEW to Registrant.*

10(Q)         Paying Agent and Agency Agreement among Registrant,  AEW and State
              Street Bank and Trust Company.*

10(R)         Deed of Trust Note dated  December  15,  1983 from  Registrant  to
              Republic-Bank Dallas, N.A., as Trustee ("RepublicBank").*

10(S)         Deed of Trust dated December 15, 1983 from  Registrant to Billy J.
              Harris, as trustee, for the benefit of RepublicBank.*

10(T)         Ground   Lease   Agreement   dated   December   15,  1983  between
              RepublicBank, as lessor, and Registrant, as lessee.*

10(U)         Net  Lease   Agreement   dated  as  of  April  29,  1983   between
              RepublicBank, as landlord and Brock Hotel Corporation, as tenant.*
<PAGE>
10(V)         Paying Agent Agreement  dated December 15, 1983 among  Registrant,
              RepublicBank and Mellon Financial  Services Real Estate Investment
              Management Group.*

10(W)         Consolidation  Modification and Extension Agreement dated December
              28, 1977 between  Parkbuilt  Associates,  Inc.  ("Parkbuilt")  and
              Emigrant Savings Bank ("Emigrant").*

10(X)         Mortgage dated December 28, 1977 between Parkbuilt,  as mortgagor,
              and Emigrant, as mortgagee.*

10(Y)         Collateral  Assignment  of Leases dated  December 28, 1977 between
              Parkbuilt, as assignor, and Emigrant, as assignee.*

10(Z)         Mortgage dated December 28, 1977 between Febe Associates ("Febe"),
              as mortgagor, and Bankers Life Company ("Bankers"), as mortgagee.*

10(aa)        Collateral  Assignment of Lease  between  Febe,  as assignor,  and
              Bankers, as assignee.*

10(bb)        Wraparound  Mortgage  Note  dated  January  4,  1984 by  Park  250
              Associates ("Park") to Bankers Trust Company, as Trustee ("BTC").*

10(cc)        Wraparound  Mortgage  dated  January  4,  1984  between  Park,  as
              mortgagor, and BTC, as mortgagee.*

10(dd)        First Amendment to Wraparound Mortgage dated January 4, 1984 among
              Park, Registrant and BTC.*

10(ee)        Purchase  Money  Mortgage Note dated January 4, 1984 by Registrant
              to BTC.*

10(ff)        Purchase Money  Wraparound  Mortgage dated January 4, 1984 between
              Registrant, as mortgagor, and BTC, as mortgagee.*

10(gg)        Agreement  of Lease  dated as of April 1,  1961  between  New York
              State Realty and Terminal Company,  as lessor, and 250 Park Avenue
              Corporation, as lessee.*

10(hh)        Amendment to  Agreement  of Lease dated  December 28, 1977 between
              Febe Associates,  as lessor, and 250 Park Avenue  Corporation,  as
              lessee.*

10(ii)        Paying  Agent and  Agency  Agreement  dated  January 4, 1984 among
              Registrant, BTC and State Street Bank and Trust Company.*

10(jj)        Collateral  Assignment  of Mortgage  dated January 4, 1984 between
              BTC, as assignor, and Registrant, as assignee.*

10(kk)        Reciprocal   Mortgage  dated  January  4,  1984  between  BTC,  as
              mortgagor, and Registrant, as mortgagee.*

10(ll)        Land  Option  Agreement  dated  January 4, 1984  between  BTC,  as
              optionor, and Registrant, as optionee.*

10(mm)        Letter Agreement dated January 4, 1984 regarding  survival of Land
              Option Agreement.*
<PAGE>
10(nn)        Option  Agreement  dated  January 4, 1984 between  Registrant,  as
              optionor, and BTC, as optionee.*

10(oo)        First  Amendment to Net Lease,  dated as of June 1, 1986,  between
              Registrant and Brock.*

10(pp)        Agreement of Modification  of Deed of Trust and Note,  dated as of
              May 1, 1986, between Registrant and the mortgagee.*

10(qq)        Modification of Guaranty between Registrant and the Hallwood Group
              Incorporated dated December 13, 1990.*

10(rr)        Second Agreement of Modification of Deed of Trust and note between
              Registrant and NCNB Texas dated December 31, 1990.*

10(ss)        Second   Amendment  to  and   Assignment   of  Net  Lease  between
              Registrant,  Integra,  and Showbiz Pizza Time Inc.  dated December
              13, 1990.*

10(tt)        Settlement  Agreement  between  Registrant  and AEW #2 Trust dated
              January 12, 1996.*

10(uu)        Affidavit of Mark A. Albertson , a Director of Aldrich,  Eastman &
              Waltch, L.P., the  attorney-in-fact  for Plaintiff,  Bankers trust
              Company as Trustee for the General  Motors  Hourly-Rate  Employees
              Pension Trust,  and as Trustee for the General  Motors  Retirement
              Program for Salaried  Employees Trust  "Plaintiff",  in support of
              application for appointment of a Receiver, as filed in the Supreme
              Court of the State of New York,  County of New York on October 29,
              1996 against Vista Properties "Defendant". (1)

10(vv)        Summons filed by Bankers Trust Company, as Trustee for the General
              Motors Hourly-Rate Employees Pension Trust, and as Trustee for the
              General Motors  Retirement  Program for Salaried  Employees  Trust
              against  Vista  Properties,  as filed in the Supreme  Court of the
              State of New York, County of New York on October 31, 1996. (1)

10(ww)        Order appointing Receiver,  at IAS Part 32 of the Supreme Court of
              the State of New York,  held in and for the County of New York, at
              the Courthouse,  60 Centre Street,  New York, New York on November
              7, 1996. (1)

28(A)         Prospectus of Registrant, dated September 2, 1983, as supplemented
              on October 17, 1983, November 11, 1983, November 29, 1983, January
              25,  1984,  March  2,  1984,  July 9,  1984,  August  5,  1984 and
              September 14, 1984.*

28(A)         Prospectus of Registrant, dated September 2, 1983, as supplemented
              on October 17, 1983, November 11, 1983, November 29, 1983, January
              25,  1984,  March  2,  1984,  July 9,  1984,  August  5,  1984 and
              September 14, 1984.*
<PAGE>

28(B)         Report of Registrant  on Form 10-K for fiscal year ended  December
              31, 1983, pages 3-6.*

28(C)         Report of Registrant on Form 8-K dated December 30, 1986.*

28(D)         Report of Registrant on Form 8-K dated December 20, 1990.*

28(E)         Report of Registrant on Form 8-K dated December 6, 1996.*
------------------
*        Incorporated by Reference.
(1)      Filed herewith