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

                                    FORM 10-K


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

                   For the fiscal year ended December 31, 1996

                                       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           203-862-7000

           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 [   ]

                                                      Exhibit index at page IV-1
<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

Registrant  (sometimes referred to as the "Partnership") 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 (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").

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.

Effective with the consummation of Integrated's plan of reorganization, Presidio
entered  into  a  management  and  administrative   agreement  with  Concurrency
Management Corp. ("Concurrency "). Effective January 1, 1996, Wexford Management
Corp. (formerly  Concurrency)  assigned its agreement to provide  administrative
services to Presidio and its subsidiaries to Wexford Management LLC ("Wexford").

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 which  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.  Further
information regarding these properties is set forth in Item 2 below.

The mortgage loan on the New York Property (the "New York Mortgage") permits the
Registrant  to defer  payment of some or all of the interest  accrued on the New
York Mortgage,  provided, among other things, that the 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,  the 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
<PAGE>
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 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.

The  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.

A foreclosure of the New York Property would result in adverse tax  consequences
to limited partners. If the New York Property is foreclosed upon, the Registrant
estimates that, as required by generally accepted accounting principles, it will
recognize  a gain of  approximately  $103,000,000  ($1,099  per Unit of  limited
partnership interest).  The Registrant estimates that each limited partner would
recognize  a  taxable  gain  of  approximately  $1,412  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 Registrant had owned property in Orlando,  Florida (the "Florida Property").
On January  12,  1996,  Registrant  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  Registrant in the original
principal  amount of  $21,360,000  (the  "Florida  Loan").  The Florida Loan was
secured by a first  mortgage  lien on the  leasehold  estate on a parcel of land
located in Orange County, Florida and the improvements located thereon.

The Florida Loan became due and payable in accordance  with its terms on October
26, 1995 and the Florida Loan was not satisfied on such date. As of November 30,
1995,  the  outstanding  indebtedness  of the Florida 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 as of such date. AEW commenced an action to
foreclose  on its  mortgage on December 7, 1995 and a  certificate  of title was
issued in  connection  with such action on February 26, 1996. As a result of the
foreclosure,  the Registrant,  as required under generally  accepted  accounting
principals,  recognized a gain of  approximately  $19,429,000  ($207 per Unit of
limited partnership interest) for the year ended December 31, 1996. Each limited
partner  realized  a  taxable  gain of $333 per full  unit  interest  in 1996 in
connection with the foreclosure.

Registrant  has only one  industry  segment:  the  ownership  and  operation  of
commercial  properties.   See  Item  8  below  for  a  summary  of  Registrant's
operations.

For the year ended  December 31, 1996,  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 3% and 97%,  respectively,  of the  gross
revenues of Registrant from its real estate operations.
<PAGE>
Competition

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.  In  addition,  various
limited  partnerships have been formed by the Management  General Partner and/or
its  affiliates  that  engage  in  businesses  that may be in  competition  with
Registrant. The Management General Partner respects the interests of each entity
individually.  Additionally, the partnerships do not anticipate changes in their
current  operations.  As such,  the  Registrant  does not  differentiate  in the
allocation of any opportunities. Registrant will also experience competition for
potential  buyers  at such  time as it  seeks  to  sell  any of its  properties.
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,  yet the  building  is
currently 97% occupied.

Compliance with Environmental Protection Provisions

Registrant  is not aware of any  non-compliance  with  Federal,  State and local
provisions  regulating  the  discharge  of  material  into  the  environment  or
otherwise  relating to the protection of the environment and is not aware of any
condition  that  will have a  material  effect on the  capital  expenditures  or
competitive position of Registrant.

Employees

Registrant does not have any employees.  Wexford currently performs  accounting,
secretarial,  transfer and administrative services for Registrant.  Wexford also
performs  similar  services for other  affiliates  of the 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.


Item 2.  Description of Property

The following  table sets forth  information  as of March 1, 1997  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.
<PAGE>
Further information regarding these properties and Registrant's interest therein
is set forth under the heading Initial Property  Acquisition at pp. 52-58 of the
Prospectus,  and in the  Supplements to the  Prospectus  dated January 25, 1984,
March 2, 1984 and July 9,  1984.  There  have been no  additional  purchases  of
property subsequent to Registrant's initial property acquisition.


Item 3.       Legal Proceedings

Registrant 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 have
been  resolved and approved by the  Bankruptcy  Court and resulted in Registrant
receiving  approximately $272,000 with respect thereto these claims during 1996.
In  addition,  the New York  property is  presently  subject to the  Foreclosure
Proceeding.

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, 1997,  there were  approximately  4,221 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,
                            ------------------------------------------------------------------------------------
                                   1996                1995           1994              1993             1992
                                   ----                ----           ----              ----             ----
<S>                         <C>                <C>              <C>              <C>              <C>
Total revenues              $  21,267,482      $   25,455,013   $ 25,931,770     $  24,327,320    $  24,130,097
Net Income (loss)           $   4,782,912(A)   $  (11,140,689)  $(12,282,498)    $ (13,517,328)   $ (13,363,394)
Net Income (loss) per
   limited partnership unit $       51.02(A)   $      (118.84)  $    (131.02)    $     (144.19)   $     (142.55)
Total assets                $ 107,163,265      $  128,006,273   $131,277,049     $ 131,541,536    $ 135,533,029
Mortgages Payable           $  99,160,000      $  120,520,000   $120,520,000     $ 120,520,000    $ 120,520,000
Deferred Interest
   Payable                  $ 115,022,636      $  119,017,721   $111,924,239     $ 100,155,363    $  90,772,093


(A)  Includes  gain on  foreclosure  of the  Florida  Property  in the amount of
$19,429,198, or $207.25 per Unit.
</TABLE>


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,
1996, such reserves aggregated $636,780. 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 (I) a  cooperation  payment  (approximately
$307,000)  in  connection  with the  foreclosure  of the  Florida  Loan and (ii)
$272,000  from the  settlement of a claim  against  Integrated  in  Integrated's
Chapter 11 proceedings.
<PAGE>
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 1996 $171,934 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 $636,780,  cash
and cash  equivalents for the year ended December 31, 1996 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.

On November 15, 1984, Registrant terminated its initial public offering upon the
final  admission of limited  partners.  The net proceeds to  Registrant  for the
92,800 Units sold pursuant to the public offering  amounted to $41,040,800  (the
gross proceeds of $46,400,000 less underwriting commissions and organization and
offering expenses aggregating $5,359,200).

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 97% 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 16% of
the total  square  footage  and this lease  expires in 1997.  The  Receiver  and
Registrant have agreed in principal on the terms of the renewal of such tenant's
lease  through  the year  2007.  As of March 1, 1997,  substantially  all of the
tenants at each property are meeting their  obligations  and the expiring leases
are subject to renegotiation.

The Texas Mortgage permits the Registrant to defer payment of some or all of the
interest accrued on the Texas Mortgage,  provided,  among other things, that the
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 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.

The  mortgage  loan on the New York  Property  permits the  Registrant  to defer
payment  of some  or all of the  interest  accrued  on the  New  York  Mortgage,
provided,  among other things, that the 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,  the
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). The 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.  At  such  time,  the  total  outstanding  indebtedness  significantly
exceeded the estimated fair market value of the New York Property.
<PAGE>
The  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  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.

A foreclosure of the New York Property would result in adverse tax  consequences
to limited partners. If the New York Property is foreclosed upon, the Registrant
estimates that as required by generally accepted accounting principles,  it will
recognize  a gain of  approximately  $103,000,000  ($1,099  per Unit of  limited
partnership  interest).  In addition, the Registrant estimates that each limited
partner would recognize a taxable gain of approximately $1,412 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.  Registrant is reviewing
options  available to it with respect to the  potential  foreclosure  of the New
York Property.  Such options include  vigorous  defense of the foreclosure and a
settlement thereof with the least adverse affect to the Registrant.

There is no assurance that the Registrant will be able to  successfully  avoid a
foreclosure  of the New York  Property,  or refinance or  restructure  the Texas
Mortgage  prior to the date that the  Registrant  will have deferred the maximum
amount of interest that may be deferred  under the terms of the Texas  Mortgage.
If both the New  York  Property  and the  Texas  Property  are  foreclosed,  the
Registrant  would lose all sources of revenue  and would be forced to  dissolve.
See Treatment of Gain or Loss on Sale or Other  Disposition  of Property and Tax
Treatment of Mortgage Foreclosure at pp. 72-73 of the Prospectus.

On January 12, 1996, the Registrant  entered into the Settlement  Agreement with
AEW with respect to a pending foreclosure of the Florida Loan made by AEW to the
Partnership in the original  principal  amount of $21,360,000.  The Florida Loan
was secured by a first mortgage lien on the leasehold estate on a parcel of land
located in Orange County, Florida, and the improvements located thereon.

The Florida Loan became due and payable in  accordance  with its term on October
26, 1995 and the Florida Loan was not satisfied on such date. As of November 30,
1995,  the  outstanding  indebtedness  of the Florida 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 as of such date. 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 Registrant
a fee in an amount not to exceed  $400,000 and to bear  substantially  all costs
and expenses relating to the consummation of the foreclosure action provided the
Registrant  cooperated with AEW in connection with the foreclosure action. After
related expenses, the Registrant received $306,572 from AEW on May 22, 1996.

As a result of the above transaction, the Registrant recognized during the first
quarter  of 1996,  a gain  from  the  disposition  of the  Florida  Property  of
$19,429,198 ($207.25 per unit of limited partnership interest).
<PAGE>

RESULTS OF OPERATIONS

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  the  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 which represents
cash proceeds received in April, 1996 for Proof of Claims against Integrated for
its Chapter 11  proceedings  which were resolved and approved by the  Bankruptcy
Court on January 22, 1996.

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>
1995 vs. 1994

The net loss decreased  $1,141,809 for the year ended December 31, 1995 compared
to the prior  year due to a greater  decrease  in costs  and  expenses  than the
decrease  in  revenues.  Revenues  decreased  $476,757  and costs  and  expenses
decreased $1,618,566.

The  decrease in  revenues  is due to a decrease of $549,717 in rental  revenues
partially  offset by a $72,120  increase  in  interest  income.  Rental  revenue
decreased at the New York Property by $592,856  primarily as a result of a lease
termination  agreement  with a tenant  which  resulted in a one time  payment of
$1,200,000 in 1994. This was partially  offset by an increase in a rental income
due to higher  occupancy  rates in 1995 versus  1994.  Rental  income  increased
$43,139 at the Florida  Property as a result of increases in the consumer  price
index,  as  outlined  in the net  lease  agreement.  Rental  income at the Texas
Property  remained  consistent  with the prior year and the tenant  continues to
meet its obligations under the net lease. The Florida Property was foreclosed on
February  26,  1996;  See  Liquidity  and  Capital  Resources  for a  discussion
regarding the foreclosure.

Costs and expenses  decreased for the year ended December 31, 1995 when compared
with the prior year due to a $1,529,403 decrease in interest expense, a $150,954
decrease  in  operating   expense,   a  $58,453  decrease  in  depreciation  and
amortization  expense,  and a  $4,821  decrease  in  property  management  fees,
partially off set by a $85,000  increase in ground rent  expense,  and a $40,065
increase in general and administrative expense. The decrease in interest expense
is  primarily  due to  decreased  accrued  interest on the  Florida  Property of
$1,446,888.  Deferred  interest  was not  accrued on the  Florida  Property as a
result of the  exercise of the  mortgage  call  provision  in June of 1995.  The
$150,954  decrease in operating  expense is primarily due a $118,109 decrease in
insurance expense, a $13,687 decrease in advertising,  and a $10,599 decrease in
legal  fees  associated  with the New York  Property.  The  decrease  in general
insurance is the results of a decrease in premiums  while  maintaining a similar
level of coverage.  Advertising  expense decreased due to higher occupancy rates
resulting in lower  advertising  initiatives for potential  tenants.  Legal fees
decreased  as a result of  decreased  tenant  issues  at the New York  Property.
Depreciation and amortization  decreased  primarily as a result of fewer leasing
commissions  being  amortized  when compared to the prior year.  The decrease in
property  management  fees of $4,821 is a result of the overall  decrease in the
rental revenue at the New York Property.  The increase in ground rent of $85,000
reflects the  scheduled  annual  increases  provided  for in the Florida  ground
lease. The $40,065 increase in general and  administrative  expense is due to an
increase in the costs associated with the administration of the Registrant.
<PAGE>

Item 8.       Financial Statements and Supplementary Data



                                VISTA PROPERTIES

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 and 1994

                                      INDEX

                                                             
                                                             

Independent Auditors'  report                                

Independent Auditors' report                                 

Financial statements - years ended
December 31, 1996, 1995, and 1994

         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)  as of December 31, 1996 and 1995,  and the related  statements  of
operations, partners' deficit and cash flows for the years then ended. 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 as of December
31, 1996 and 1995,  and the results of its operations and its cash flows for the
years then ended 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 6 to the
financial  statements,  the  Partnership  has  received  notice  from one of its
mortgage lenders regarding a possible foreclosure of the New York Property.  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 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



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


February 25, 1997
New York, New York
<PAGE>

To the Partners of
Vista Properties

                          INDEPENDENT AUDITOR'S REPORT 

We have audited the accompanying statements of operations, partners' deficit and
cash flows of Vista Properties (a California  limited  partnership) for the year
ended  December  31,  1994.  Our audit also  included  the  financial  statement
schedule  listed in the Index at Item  14(a)2 as it  relates  to the year  ended
December  31, 1994.  These  financial  statements  and the  financial  statement
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial statement schedule based on our audit.

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 audit provides a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the results of operations and cash flows of Vista  Properties for the
year ended December 31, 1994 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.

As  discussed  in Note 6, the  Partnership  is  uncertain  as to its  ability to
refinance or  negotiate  an extension of its mortgage  loans at the call date or
upon maturity of such mortgage  loans. If the Partnership is unable to refinance
or  negotiate  an extension  of such loans,  the  Partnership's  interest in the
related  properties  would likely be foreclosed  and the limited  partners would
suffer adverse tax consequences. 



/s/Deloitte & Touche
--------------------
Deloitte & Touche
March 16, 1995
<PAGE>
<TABLE>
<CAPTION>
                                       VISTA PROPERTIES
                                    (A limited partnership)

                                        BALANCE SHEETS

                                                                       December 31,
                                                             --------------------------------
                                                                   1996               1995
                                                             -------------      -------------
<S>                                                          <C>                <C>
ASSETS

     Real estate, net ..................................     $  93,890,271      $ 115,705,376
     Cash and cash equivalents .........................         3,121,247          2,404,119
     Receivables and other assets ......................        10,151,747          9,896,778
                                                             -------------      -------------

                                                             $ 107,163,265      $ 128,006,273
                                                             =============      =============

LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Deferred interest payable .........................     $ 115,022,636      $ 119,017,721
     Mortgage loans payable ............................        99,160,000        120,520,000
     Due to affiliates .................................         1,889,508          1,717,574
     Accounts payable and accrued expenses .............           544,797            691,829
     Prepaid rents .....................................           209,927            505,664
                                                             -------------      -------------

         Total liabilities .............................       216,826,868        242,452,788
                                                             -------------      -------------

Commitments and contingencies (Notes 3, 4, 6, 8, and 10)

Partners' deficit

    Limited partners' deficit (92,810
         units issued and outstanding) .................      (107,042,477)      (111,777,560)
    General partners' deficit ..........................        (2,621,126)        (2,668,955)
                                                             -------------      -------------

         Total partners' deficit .......................      (109,663,603)      (114,446,515)
                                                             -------------      -------------

                                                             $ 107,163,265      $ 128,006,273
                                                             =============      =============




                               See notes to financial statements 

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            VISTA PROPERTIES
                                         (A limited partnership)

                                        STATEMENTS OF OPERATIONS


                                                                    Year ended December 31,
                                                      ------------------------------------------------
                                                           1996              1995             1994
                                                      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>

Revenues
     Rental income ..............................     $ 20,924,317      $ 25,327,463      $ 25,877,180
     Other income ...............................          273,676             1,450               610
     Interest income ............................           69,489           126,100            53,980
                                                      ------------      ------------      ------------

                                                        21,267,482        25,455,013        25,931,770
                                                      ------------      ------------      ------------

Costs and expenses
     Mortgage loan interest expense .............       17,661,137        20,093,060        21,622,466
     Operating expense ..........................        8,219,918         8,096,151         8,247,102
     Depreciation and amortization ..............        8,589,852         5,606,268         5,664,721
     Ground rent ................................          700,000         2,031,159         1,946,159
     Property management fees ...................          587,941           611,599           616,420
     Administrative expenses ....................          154,920           157,465           117,400
                                                      ------------      ------------      ------------

                                                        35,913,768        36,595,702        38,214,268
                                                      ------------      ------------      ------------

                                                       (14,646,286)      (11,140,689)      (12,282,498)

     Gain on foreclosure of property (Note 4) ...       19,429,198              --                --
                                                      ------------      ------------      ------------

Net income (loss) ...............................     $  4,782,912      $(11,140,689)     $(12,282,498)
                                                      ============      ============      ============

Net income (loss) attributable to
     Limited partners ...........................        4,735,083       (11,029,282)      (12,159,672)
     General partners ...........................           47,829          (111,407)         (122,826)
                                                      ------------      ------------      ------------

                                                      $  4,782,912      $(11,140,689)     $(12,282,498)
                                                      ============      ============      ============

Net income (loss) per unit of limited partnership
     interest (92,810 units outstanding) ........     $      51.02      $    (118.84)     $    (131.02)
                                                      ============      ============      ============


                                   See notes to consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  VISTA PROPERTIES
                               (A limited partnership)

                           STATEMENT OF PARTNERS' DEFICIT

                    YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996


                                   General            Limited            Total
                                   Partners'          Partners'        Partner's
                                    Deficit            Equity           Equity
                               -------------      -------------      -------------
<S>                            <C>                <C>                <C>

Balance, January 1, 1994 .     $  (2,434,722)     $ (88,588,606)     $ (91,023,328)

Net loss - 1994 ..........          (122,826)       (12,159,672)       (12,282,498)
                               -------------      -------------      -------------

Balance, December 31, 1994        (2,557,548)      (100,748,278)      (103,305,826)

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

Balance, December 31, 1995        (2,668,955)      (111,777,560)      (114,446,515)

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

Balance, December 31, 1996     $  (2,621,126)     $(107,042,477)     $(109,663,603)
                               =============      =============      =============




                   See notes to consolidated financial statements 

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             VISTA PROPERTIES
                                          (A limited partnership)

                                          STATEMENT OF CASH FLOWS

                                                                       Year ended December 31,
                                                         ------------------------------------------------
                                                              1996              1995             1994
                                                         ------------      ------------      ------------
<S>                                                      <C>               <C>               <C>
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS

Cash flow from operating activities
   Net income (loss) ...............................     $  4,782,912      $(11,140,689)     $(12,282,498)
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities
       Deferred mortgage loan interest .............       10,458,973         7,093,482        11,768,876
       Depreciation and amortization ...............        8,589,852         5,606,268         5,664,721
       Straight-line adjustment for stepped
         lease rentals .............................         (360,901)       (1,182,902)       (1,456,616)
       Gain on foreclosure of property .............      (19,429,198)             --                --
   Changes in assets and liabilities
     Receivable and other assets, net ..............         (960,398)         (262,918)         (357,747)
     Due to affiliates .............................          171,934           329,619           341,055
     Accounts payable and accrued expenses .........         (147,032)          234,892          (207,483
     Prepaid rents .................................         (295,737)          211,920           115,561
                                                         ------------      ------------      ------------


         Net cash provided by operating activities .        2,810,405           889,672         3,585,869
                                                         ------------      ------------      ------------

Cash flows from investinv activities
   Additions to real estate ........................       (2,399,849)       (1,294,819)       (2,593,475)
   Cash received from foreclosure of property ......          306,572              --                --
                                                         ------------      ------------      ------------

         Net cash used in investing activities .....       (2,093,277)       (1,294,819)       (2,593,475)
                                                         ------------      ------------      ------------

Net increase (decrease) in cash and cash
   equivalents .....................................          717,128          (405,147)          992,394

Cash and cash equivalents, beginning of year .......        2,404,119         2,809,266         1,816,872
                                                         ------------      ------------      ------------

Cash and cash equivalents, end of year .............     $  3,121,247      $  2,404,119      $  2,809,266
                                                         ============      ============      ============


Supplemental disclosure of cash flow information
   Interest paid ...................................     $  7,202,164      $ 12,999,578      $  9,853,590
                                                         ============      ============      ============

                                     See notes to financial statements
</TABLE>
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


1        ORGANIZATION

         Vista Properties (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). 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
         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.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         The 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.

         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 years
         ended December 31, 1996, 1995 and 1994.

         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.

         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.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         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.
  
3        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.

         Effective with the consummation of Integrated's Plan of Reorganization,
         Presidio  entered into a management and  administrative  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").  Wexford is
         engaged to perform similar  services for other entities which may be in
         competition with the Partnership. Reimbursements made to Wexford during
         1996 for management and administrative  services rendered,  amounted to
         $31,812.

         Subject  to the  rights  of the  Limited  Partners  under  the  Limited
         Partnership  Agreement,  Presidio will control the Partnership  through
         its   indirect  ownership  of  all  of the  shares  of  the  Management
         and Acquisitions General Partners.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         Presidio  is managed by Presidio  Management  Company,  LLC  ("Presidio
         Management"),  a company controlled by a director of Presidio. Presidio
         Management  is  responsible  for the day to day  management of Presidio
         and,  among other things,  has authority to designate  directors of the
         Management and  Acquisitions  General  Partners.  Presidio may, however
         terminate its agreement with Presidio Management with or without cause.

         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.

         Presidio has elected new directors for the Management  General Partner.
         However,  one  executive  remains the same and certain of  Integrated's
         former employees who performed services with respect to the Partnership
         have been hired by Wexford, which provides  administrative  services to
         Presidio,  and its direct  and  indirect  subsidiaries,  as well as the
         Partnership.

         The  Partnership  has entered into a supervisory  management  agreement
         with IR Vista Management Corp.  ("Vista  Management"),  an affiliate of
         the 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, 1996, 1995 and 1994,  Vista Management was
         entitled to receive $587,941, $611,599 and $616,420,  respectively,  of
         which  $416,007,  $281,981 and  $275,365  was paid to the  unaffiliated
         local  management  companies.  Fees are not charged for  properties net
         leased to  tenants.  The amount due to  affiliates  of  $1,889,508  and
         $1,717,574  at  December  31, 1996 and 1995,  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)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4        REAL ESTATE

         Real estate is summarized as follows:
<TABLE>
<CAPTION>
                                                        December 31,
                                            -----------------------------------
                                                 1996                   1995
                                            -------------         -------------
<S>                                         <C>                   <C>
Buildings and improvements .........        $ 144,472,117         $ 170,379,274
Accumulated depreciation ...........          (50,581,846)          (54,673,898)
                                            -------------         -------------

                                            $  93,890,271         $ 115,705,376
                                            =============         =============
</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 years ended December
         31, 1995 and 1994 was $3,622,271 and $3,579,132, respectively.

         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 on a parcel of land  located in Orange  County  Florida  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 as of such date.
         The Lender 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)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4        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, 1996, 1995 and 1994.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4        REAL ESTATE (continued)

         Minimum  future net lease rental  receipts as of December 31, 1996, are
as follows:
<TABLE>
<CAPTION>

              Year ending December 31,
<S>                                                         <C>
                     1997                                   $  459,000
                     1998                                      191,250
                                                               -------

                                                            $  650,250
                                                            ==========
</TABLE>
         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, 1996, are  approximately as
         follows:
<TABLE>
<CAPTION>

               Year ending December 31,
<S>                                                         <C>
                  1997                                      $    14,956,000
                  1998                                           12,535,000
                  1999                                           11,409,000
                  2000                                           11,315,000
                  2001                                           11,221,000
                  Thereafter                                     52,685,000
                                                            ---------------

                                                            $   114,121,000
                                                            ===============
</TABLE>
         Each of the  Partnership's  properties are  collateralized by mortgages
payable.

         The holder of the mortgage  loan on the New York  Property has asserted
         that such  mortage  loan  became due and  payable  during  1996 and the
         lender is currently  attempting  to foreclose on the New York  Property
         (Note 6).
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994   

5        RECEIVABLES AND OTHER ASSETS

         Receivables and other assets consist of the following:
<TABLE>
<CAPTION>
                                                           December 31,
                                                 -------------------------------
                                                     1996                1995
                                                 -----------         -----------
<S>                                              <C>                 <C>
Step rental receivable .................         $ 5,115,223         $ 4,754,322
Prepaid real estate taxes ..............           2,035,363           2,150,517
Leasing commissions, net ...............           2,325,472           2,361,332
Other ..................................             675,689             630,607
                                                 -----------         -----------

                                                 $10,151,747         $ 9,896,778
                                                 ===========         ===========

</TABLE>
         Amortization of leasing  commissions  amounted to $1,066,340,  $416,375
         and  $419,868 for the years ended  December  31,  1996,  1995 and 1994,
         respectively.

6        MORTGAGE LOANS PAYABLE

         Mortgage loans payable consist of the following:
<TABLE>
<CAPTION>
                                                           December 31,
                                                  ------------------------------
                                                       1996              1995
                                                  ------------      ------------
<S>                                               <C>               <C>
New York Property - wraparound purchase
    money note and mortgage ................      $ 90,160,000      $ 90,160,000

Florida Property -  wraparound purchase
    money note and mortgage (Note 4) .......              --          21,360,000

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

                                                  $ 99,160,000      $120,520,000
                                                  ============      ============
</TABLE>
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

6        MORTGAGE LOANS PAYABLE (continued)
                                                            
         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.
         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, 1996,  1995 and 1994,
         additional   interest  was   $1,862,367,   $2,003,048  and  $2,085,566,
         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.
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

6        MORTGAGE LOANS PAYABLE (continued)

         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.

         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  $103,000,000  ($1,099  per unit of  limited  partnership
         interest).  In addition,  the  Partnership  estimates that each limited
         partner would recognize a taxable gain of approximately $1,412 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.  The
         Partnership  is reviewing  the options  available to it with respect to
         the  potential  foreclosure  of the New  York  Property.  Such  options
         include  vigorous  defense of the  foreclosure  action and a settlement
         thereof with the least adverse affect to the Partnership.

         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 collaterallized 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.

         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
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

6        MORTGAGE LOANS PAYABLE (continued)

         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)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

6        MORTGAGE LOANS PAYABLE (continued)

         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 the date that the  Partnership
         will have deferred the maximum  amount of interest that may be deferred
         under the terms of the Texas  Mortgage.  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, 1996,  1995 and 1994, the  Partnership
         paid $7,202,164, $12,999,578, and $9,853,590,  respectively, toward its
         current  mortgage loan interest  obligations for all the mortgage loans
         noted above.

7        DEFERRED INTEREST PAYABLE

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

                                                         December 31,
                                               --------------------------------
                                                    1996                 1995
                                               ------------         ------------
<S>                                            <C>                  <C>
New York PM Note .....................         $107,877,317         $ 97,981,844
Florida PM Note (Note 4) .............                 --             14,454,058
Texas PM Note ........................            7,145,319            6,581,819
                                               ------------         ------------

                                               $115,022,636         $119,017,721
                                               ============         ============
</TABLE>
                  The  deferred  interest  payable  does not  accrue  additional
interest.

8        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 4).
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

8        GROUND LEASES (continued)

         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 1996, 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 1996,
         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,

                   1997              $   100,000        $   600,000        $   700,000
                   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
             Thereafter                8,200,000          5,688,750         13,888,750
                                     -----------        -----------        -----------

                                     $ 8,700,000        $ 8,745,000        $17,445,000
                                     ===========        ===========        ===========
</TABLE>
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

9        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.

10       COMMITMENTS AND CONTINGENCIES

         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  have been 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)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

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

         The  Partnership  files  its  tax  returns  on an  accrual  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 income (loss) per financial  statements to the
         tax basis of accounting is as follows:

<TABLE>
<CAPTION>
                                                    Year ended December 31,
                                              1996              1995              1994
                                         ------------      ------------      ------------
<S>                                      <C>               <C>               <C>

Net income (loss) per
    financial statements ...........     $  4,782,912      $(11,140,689)     $(12,282,498)
Tax depreciation in excess of
    financial statement depreciation         (229,785)       (3,875,102)       (3,861,325)
Gain in foreclosure of property ....       11,788,724              --                --
Expense accruals recorded for
    financial statements in excess
    of tax basis ...................          809,456              --                --
Interest expense recorded for
    financial statements in excess
    of tax basis ...................       17,661,137              --                --
                                         ------------      ------------      ------------

Net income (loss) per tax basis ....     $ 34,812,444      $(15,015,791)     $(16,143,823)
                                         ============      ============      ============

</TABLE>
<PAGE>
                                VISTA PROPERTIES
                             (A limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 

11       RECONCILIATION OF NET INCOME (LOSS) 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,
                                                --------------------------------
                                                     1996               1995
                                                -------------      -------------
<S>                                             <C>                <C>
Net liabilities per financial statements ..     $(109,663,603)     $(114,446,515)
Write-down for impairment .................         3,000,000          3,000,000
Cumulative tax depreciation in excess of
    financial statement depreciation ......       (54,434,536)       (61,604,070)
Deferred interest .........................        17,661,137               --
Cost of tenant improvements written-off for
    financial statement purposes ..........         3,954,756               --
50% of acquisition fees paid to affiliates
    expensed for tax purposes .............        (2,569,976)        (3,004,621)
Income and expense accruals ...............           809,456               --
Syndication costs .........................         5,333,790          5,333,790
                                                -------------      -------------

Net liabilities per tax basis .............     $(135,908,976)     $(170,721,416)
                                                =============      =============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
VISTA PROPERTIES
(A limited partnership)


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996
                                                                                                    
                                                                                     Costs                 Reductions   
                                                                                   Capitalized              Recorded 
                                                                                   Subsequent to           Subsequent to
                                                       Initial Cost                 Acquisition             Acquistion 
                                                   -----------------------  -----------------------------  -------------
                                                               Buildings
                                                                 and                                                   
   Description                    Encumbrances      Land     Improvements   Improvements   Carrying Costs  Write-downs    
<S>                              <C>                 <C>      <C>             <C>           <C>            <C>          
Texas Property 
   Net leased to
     Showbiz Pizzatime, Inc.    $ 16,145,319        $   --    $ 10,000,000    $      --      $   563,989    $3,000,000  


New York, Property              
     New York, New York          198,037,317            --      98,000,000      32,040,821     6,867,307        --      
                                -----------         ------    ------------    ------------   -----------    ----------  

TOTALS                          $214,182,636        $   --    $108,000,000    $ 32,040,821   $ 7,431,296    $3,000,000  
                                ============        ======    ============    ============   ===========    ==========  

<CAPTION>
<PAGE>

                                            Gross Amount at Which                                                         Life 
                                         Carried at Close of Period                                                      On Which
                               ------------------------------------------                                           Depreciation in 
                                             Buildings                                                                Latest Income
                                                and                          Accumulated      Date of          Date    Statement is
   Description                  Land        Improvements      Total          Depreciation   Construction    Acquired     Computed
   -----------                  ----        ------------      -----          ------------   ------------    --------     --------
<S>                             <C>        <C>              <C>              <C>               <C>            <C>       <C>
Texas Property                 $  --    
   Net leased to                        
     Showbiz Pizzatime, Inc.               $  10,563,989    $ 10,563,989      $ 3,455,298      1982           12/83     40 years    
                                  --                                                                                  
                                                                                                                      
New York, Property                           
     New York, New York        $  --         133,908,128     133,908,128       47,126,548      1924            1/84     20-40 years
                               -----       -------------    ------------      -----------                                           
TOTALS                         $  --       $ 144,472,117    $144,472,117      $50,581,846                                   
                               =====       =============    ============      ===========                                   
                                

(1)  Aggregate cost for federal income tax purposes is $148,856,897

(2)  Consists of mortgage  loans nd deferred  interest  payable at December  31,
     1996

(3)  Write-down for impairment due to decline in estimated fair value.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
VISTA PROPERTIES
(A limited partnership)



SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION


(A)   RECONCILIATION OF REAL ESTATE OWNED:


                                                     Year Ended December 31,
                                         ------------------------------------------------
                                              1996             1995              1994
                                         -------------    -------------     -------------
<S>                                      <C>              <C>               <C>
Balance at the beginning of year (1)     $ 170,379,274    $ 169,084,455     $ 166,490,980  

 
    Additions during year - purchases        2,399,849        1,294,819         2,593,475
                                         -------------    -------------     -------------
                                          172,779,123     $ 170,379,274     $ 169,084,455

Other changes
         Tenant improvements (2)           (3,954,756)           --                --   
         Foreclosure of 
         Florida Property (3)             (24,352,250)           --                --    
                                         ------------     ------------      ------------

Balance at the end of year               $144,472,117     $170,379,274      $169,084,455  
                                         ============     ============      ============

 
(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.
</TABLE>
<PAGE>

(B)   RECONCILIATION OF ACCUMULATED DEPRECIATION:
<TABLE>
<CAPTION>
                                               Year Ended December 31,
                                      ------------------------------------------- 
                                          1996            1995            1994
                                      -----------     -----------     -----------
<S>                                   <C>             <C>             <C>

Balance at the beginning of year     $ 54,673,898     $  49,484,005   $ 44,239,152

 
    Additions during year-
         depreciation (1)               7,523,512         5,189,893      5,244,853
                                     ------------     -------------   ------------   
                                     $ 62,197,410     $  54,673,898   $ 49,484,005

    Other changes
         Tenant improvements (2)       (3,954,756)            --             --
         Foreclosure of Florida
         Property (3)                  (7,660,808)            --             --
                                     ------------     -------------   ------------   

Balance at the end of year           $ 50,581,846     $  54,673,898   $ 49,484,005
                                     ============     =============   ============

(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.
</TABLE>
<PAGE>

Item 9.  Disagreements on Accounting and Financial Disclosure

None.
<PAGE>

PART III


Item 10.      Directors and Executive Officers of the Registrant

Acquisitions General Partner

As of March 1,  1997,  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                Positions Held                 Partner since
    ----                          ---                --------------                 -------------
<S>                               <C>       <C>                                      <C>
Frank Goveia                      50        Vice President                           May 1990

Mark Plaumann                     41        Director and Vice President              March 1995

Frederick Simon                   42        Director and President                   February, 1995 

Jay L. Maymudes                   36        Vice President, Secretary and            November 1994
                                            Treasurer

Arthur H. Amron                   40        Vice President and Assistant             November 1994
                                            Secretary

Robert Holtz                      29        Director and Vice President              November 1994

</TABLE>

Each director and officer of the Management and  Acquisitions  General  Partners
will  hold  office  until  the next  annual  meeting  of the  Management  and/or
Acquisitions  General  Partner  and  until his next  successor  is  elected  and
qualified.

Frank Goveia has served as Chief Operating  Officer and Senior Vice President of
Wexford  Management  Corp.  since November 1995 and has been the Chief Operating
Officer and a Senior Vice  President of Wexford since  January 1996.  Mr. Goveia
was associated  with  Integrated  from February 1983 to November 1994, and was a
Senior Vice President since 1990,  primarily involved in financial reporting and
controls.

Mark Plaumann has served as Director and Vice  President of Presidio since March
1995.  Mr.  Plaumann has been a Senior Vice  President of Wexford  since January
1996.  From February 1995 through  December 1995,  Mr.  Plaumann had been a Vice
President  of Wexford  Management  Corp.  Mr.  Plaumann  has been a director  of
Technology  Service Group,  Inc. a company  engaged in the design,  development,
manufacturing  and sale of public  communications  products and services,  since
March 1997,  and a director in Wahlco  Environmental  Systems,  Inc.,  a company
engaged in the sale of air pollution control and specialty  engineered products,
since June 1996.  Mr.  Plaumann  was  employed by Alvarez and Marsel,  Inc. as a
Managing   Director  from  February  1990  through  January  1995,  by  American
Healthcare  Management  Inc.  from  February 1985 to January 1990 and by Ernst &
Young from January 1973 to February 1985.
<PAGE>
Frederick  Simon was a Senior Vice President of Wexford  Management  Corp.  from
November 1995 to December 1995.  Since January 1996, Mr. Simon has been a Senior
Vice President of Wexford. He is also a Vice President of Resurgence  Properties
Inc.  (AResurgence@),  a company engaged in diversified real estate  activities.
From January 1994  through  November  1995,  Mr. Simon was an  independent  real
estate investor.  From 1984 through 1993, Mr. Simon was Executive Vice President
and a Partner of Greycoat  Real  Estate  Corporation,  the United  States arm of
Greycoat PLC, a London stock  exchange real estate  investment  and  development
company.

Jay L.  Maymudes has been the Chief  Financial  Officer,  a Vice  President  and
Treasurer of Presidio since its formation in August 1994 and the Chief Financial
Officer  and a Vice  President  of  Resurgence  since  July 1994,  Secretary  of
Resurgence since January 1995 and Assistant  Secretary from July 1994 to January
1995.  Since January 1, 1996, Mr. Maymudes has been the Chief Financial  Officer
and a Senior Vice President of Wexford and was the Chief Financial Officer and a
Vice President of Wexford Management Corp. from July 1994 to December 1995. From
December 1988 through June 1994,  Mr.  Maymudes was the Secretary and Treasurer,
and since  February  1990 was the Senior Vice  President of Dusco,  Inc., a real
estate investment advisor.

Arthur H. Amron has been a Vice  President of certain  subsidiaries  of Presidio
since  November  1994.  Since  January  1996,  Mr.  Amron has been a Senior Vice
President  and the  General  Counsel of Wexford.  Also,  from  November  1994 to
December 1995,  Mr. Amron was the General  Counsel and, since March 1995, a Vice
President of Wexford Management Corp. From 1992 through November 1994, Mr. Amron
was an attorney with the law firm of Schulte,  Roth and Zabel.  Previously,  Mr.
Amron was an attorney with the law firm of Debevoise & Plimpton.

Robert  Holtz has been a Vice  President  and  Secretary  of Presidio  since its
formation  in  August  1994 and a Vice  President  and  Assistant  Secretary  of
Resurgence  since its formation in March 1994.  Since January 1, 1996, Mr. Holtz
has been a Senior Vice  President and member of Wexford and was a Vice President
of Wexford  Management  Corp.  from May 1994 to December 1995. From 1989 through
May 1994,  Mr. Holtz was employed  by, and since 1993 was a Vice  President  of,
Bear Stearns Real Estate Group,  Inc.,  where he was  responsible  for analysis,
acquisitions  and management of the assets owned by Bear Stearns Real Estate and
its clients.
<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 53, 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 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 54, 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 52, 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, 1996 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, 1996.  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."
 
Item 12.      Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

As of March 1, 1997, no person owned of record or was known by Registrant to own
beneficially more than 5% of the Units of Registrant.

Security Ownership of Management

As of March 1, 1997, none of the Management,  Acquisitions or Associate  General
Partners beneficially owned any Units of Registrant.
<PAGE>
As of March 1,  1997,  none of the  officers  and  directors  of the  Management
General Partner or the  Acquisitions  General Partner was known by Registrant to
beneficially  own Units or  shares of  Presidio,  the  parent of the  Management
General Partner and the Acquisitions General Partner.

The following  table sets forth  certain  information  known to Registrant  with
respect to beneficial ownership of the Class A Shares of Presidio as of March 1,
1997,  by each  person who  beneficially  owns 5% or more of the Class A Shares,
U.S.  $.01 par value.  The holders of Class A Shares are entitled to elect three
out of the five members of Presidio's  Board of Directors with the remaining two
directors being elected by holders of the Class B Shares, U.S. $.01 par value of
Presidio.  Both Class A and Class B shares  are  entitled  to one vote.  Class B
shares, if converted, are convertible to an equal number of Class A shares.
There are 8.8 million Class A shares and 1.2 million Class B shares.
<TABLE>
<CAPTION>
                                           Beneficial Ownership
Name of Beneficial Owner                   Number of Shares            Percentage Outstanding
------------------------                   ----------------            ----------------------
<S>                                           <C>                               <C>
Thomas F. Steyer/Fleur A. Fairman             4,553,560(1)                      51.8%

John M. Angelo/Michael L. Gordon              1,231,762(2)                      14.0%

Intermarket Corp.                             1,000,918(3)                      11.4%

M.H. Davidson & Co.                             474,205(4)                      5.4%
--------------------
(1)  As the  managing  partners  of  each of  Farallon  Capital  Partners,  L.P.
     ("FCP"),  Farallon Capital Institutional Partners, L.P. ("FCIP"),  Farallon
     Capital  Institutional  Partners II, L.P. ("FCIP II") and Tinicum Partners,
     L.P. ("Tinicum"),  (collectively, the "Farallon Partnerships"), may each be
     deemed to own  beneficially  for purposes of Rule 13d-3 of the Exchange Act
     the 1,397,318, 1,610,730, 607,980 and 241,671 shares held, respectively, by
     each of such Farallon Partnerships.

     Farallon  Capital  Management,  LLC ("FCMLLC"),  the investment  advisor to
     certain  discretionary  accounts which collectively hold 695,861 shares and
     Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Jason M. Fish, Andrew
     B.  Fremder,  William F. Mellin,  Steven L.  Millham,  Meridee A. Moore and
     Thomas  F.  Steyer,  as a  managing  member of  FCMLLC  (collectively,  the
     "Managing  Members") may be deemed to be the beneficial owner of all of the
     shares  owned by such  discretionary  accounts.  FCMLLC  and each  Managing
     Member disclaims any beneficial ownership of such shares.

     Farallon Partners, LLC ("FPLLC") (the general partner of FCP, FCIP, FCIP II
     and Tinicum),  and each of Fleur A. Fairman,  Mr. Boilini,  Mr. Cohen,  Mr.
     Downes, Mr. Fish, Mr. Fremder,  Mr. Mellin, Mr. Millham,  Ms. Moore and Mr.
     Steyer,  each as  managing  member of FPLLC  (collectively,  the  "Managing
     Members"),  may be deemed to be the  beneficial  owner of all of the shares
     owned by FCP,  FCIP,  FCIP II and Tinicum.  FPLLC and each managing  Member
     disclaims any beneficial ownership of such shares.
<PAGE>

(2)  John M. Angelo and Michael L. Gordon,  the general partners and controlling
     persons  of AG  Partners,  L.P.,  which is the  general  partner of Angelo,
     Gordon & Co.,  L.P.,  may be  deemed  to have  beneficial  ownership  under
     Section 13(d) of the Exchange Act of the securities  beneficially  owned by
     Angelo, Gordon & Co., L.P. and its affiliates.  Angelo, Gordon & Co., L.P.,
     a  registered  investment  advisor,  serves as  general  partner of various
     limited partnerships and as investment advisor of third party accounts with
     power to vote and direct the  disposition  of Class A Shares  owned by such
     limited partnerships and third party accounts.

(3)  Intermarket   Corp.   serves  as  General   Partner  for  certain   limited
     partnerships  and  as  investment  advisor  to  certain   corporations  and
     foundations.  As a result of such  relationships,  Intermarket Corp. may be
     deemed to have the power to vote and the power to dispose of Class A shares
     held by such partnerships, corporations and foundations.

(4)  Marvin H.  Davidson,  Thomas L.  Kempner Jr.,  Stephen M. Dowicz,  Scott E.
     Davidson  and  Michael  J.  Leffell,  the  general  partners,  members  and
     stockholders  of certain  entities that are general  partners or investment
     advisors of Davidson Kempner  Endowment  Partners,  L.P.,  Davidson Kempner
     Partners,   L.P.,  Davidson  Kempner  Institutional  Partners,  L.P.,  M.H.
     Davidson and Co. Davidson Kempner  International  Ltd.  (collectively,  the
     "Investment  Funds"),  may be  deemed  to be the  beneficial  owners  under
     Section 13(d) of the Exchange Act of the securities  beneficially  owned by
     the Investment Funds and their affiliates.

     In addition,  Mr. Kempner owns 800 shares and may be deemed to beneficially
     own certain securities helb by certain  foundations and trusts. Mr. Kempner
     disclaims beneficial ownership of such shares.
</TABLE>

All of Presidio's  Class B Shares are owned by IR Partners.  Such Class B Shares
are convertible in certain circumstances into 1,200,000 Class A Shares; however,
such shares are not convertible at present. IR Partners is a general partnership
whose general partners are Steinhardt Management,  certain of its affiliates and
accounts  managed by it and Roundhill  Associates.  Roundhill  Associates,  is a
limited partnership whose general partner is Charles E. Davidson,  the principal
of Presidio  Management,  the  Chairman of the Board of Presidio and a Member of
Wexford. Joseph M. Jacobs, the Chief Executive Officer and President of Presidio
and a Member and the President of Wexford,  has a limited partner's  interest in
Roundhill  Associates.  Pursuant to Rule 13d-3 under the Exchange  Act,  each of
Michael H. Steinhardt,  the controlling person of Steinhardt  Management and its
affiliates and Charles E. Davidson may be deemed to be beneficial owners of such
1,200,000 shares.

Shares  held by each Class A Director  of  Presidio  were  issued  pursuant to a
Memorandum  of  Understanding  Regarding  Compensation  of Class A Directors  of
Presidio. (See "Executive Compensation - Compensation of Directors.")

The address of Thomas F. Steyer and the other individuals  mentioned in footnote
1 to the table above  (other  than Fleur A.  Fairman)  is c/o  Farallon  Capital
Partners,  L.P., One Maritime  Plaza,  San Francisco,  California  94111 and the
address of Fleur A. Fairman is c/o Farallon Capital Management,  Inc., 800 Third
Avenue,  40th Floor, New York, New York 10022.  The address of Angelo,  Gordon &
Co., L.P. and its affiliates is 245 Park Avenue,  26th Floor, New York, New York
10167.  The address for Intermarket  Corp. is 667 Madison Avenue,  New York, New
York 10021.  The address for M. H. Davidson is 885 Third Avenue,  New York,  New
York 10022
<PAGE>
Item 13.      Certain Relationships and Related Transactions
              with Management.

The  financial  interests in  Registrant  of the  Management,  Acquisitions  and
Associate  General  Partners are set forth under the heading  Profits and Losses
and Cash Distributions at pp. 58-59 of the Prospectus.


Taxable income  generated by Registrant  during the year ended December 31, 1996
allocated to each of the Management, Acquisitions and Associate General Partners
were $34,812, $34,812 and $278,500, 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,  1996,
$587,941 was earned by Vista Management for such services, of which $416,007 was
paid to unaffiliated third parties. As of December 31, 1996,  $1,889,508 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.

Indebtedness of Management

No officer or director of the General Partners or any associate of the foregoing
was indebted to Registrant at any time during the fiscal year ended December 31,
1996.
<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 8.

     2.  Schedules - The list of Financial Statement
         Schedules appears on page 8.

     3.  Exhibits - See the Exhibit Index at page 35 of this Annual Report on 
         Form 10-K.


(b) Reports on Form 8-K.

Registrant filed the  following  reports on Form 8-K during the last  quarter of
the fiscal year.

              Current report on Form 8-K dated December 6, 1996

<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.


VISTA PROPERTIES


By:      IR VISTA REALTY CORP.
         Management General Partner


By:      /s/Frederick Simon                           Dated:      April 10, 1997
         ------------------
         Frederick Simon
         President


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



Dated:        April 10, 1997                By:   /s/Frederick Simon
                                                  ------------------
                                                  Frederick Simon
                                                  Director and President
                                                  (Principal Executive Officer)


Dated:        April 10, 1997                By:   /s/Mark Plaumann
                                                  ----------------
                                                  Mark Plaumann
                                                  Director and Vice President


Dated:        April 10, 1997                By:   /s/Jay L. Maymudes
                                                  ------------------
                                                  Jay L. Maymudes
                                                  Vice President, Secretary and
                                                  Treasurer
                                                  (Principal Financial Officer
                                                  and  Principal
                                                  Accounting Officer)


<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 the 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  Employee's  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(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