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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 1998

                                       OR

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

           For the transition period from __________ to ______________


                         Commission File Number: 0-19438


                           RANCON PACIFIC REALTY L.P.,
                         A DELAWARE LIMITED PARTNERSHIP
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                       Delaware                         33-0270528
                       --------                         ----------
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)          Identification No.)

         400 South El Camino Real, Suite 1100
                 San Mateo, California                    94402-1708
                 ---------------------                    -----------
       (Address of principal executive offices)           (Zip Code)

                                 (650) 343-9300
                                 --------------
                         (Registrant's telephone number)

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
                                      ---   ---
        Total number of units outstanding as of June 30, 1998: 2,822,828




                                  Page 1 of 12
<PAGE>

Part I.    FINANCIAL INFORMATION


Item 1.    Financial Statements.

                           RANCON PACIFIC REALTY L.P.

                           Consolidated Balance Sheets
                    (in thousands, except units outstanding)
                                   (Unaudited)


                                            June 30,         December 31,
                                              1998               1997
                                        --------------     ---------------
Assets
Rental property:
    Land                                $           --      $       14,213
    Buildings and improvements                      --              28,523
                                        --------------      --------------
                                                    --              42,736
       Less accumulated depreciation                --             (12,748)
           Net rental property                      --              29,988

Cash and cash equivalents                       32,555               1,876
Deferred financing costs, net of
    accumulated amortization of $207
    at December 31, 1997                            --                 425
Other assets                                        30                  87
                                        --------------      --------------
           Total assets                 $       32,585      $       32,376
                                        ==============      ==============















                                  - continued -



                                  Page 2 of 12
<PAGE>



                           RANCON PACIFIC REALTY L.P.

                     Consolidated Balance Sheets - continued
                    (in thousands, except units outstanding)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              June 30,                 December 31,
                                                                1998                       1997
                                                            -------------             -------------
<S>                                                         <C>                       <C>
Liabilities and Partners' Equity (Deficit)
------------------------------------------
Liabilities:
    Notes payable                                           $          --             $      23,027
    Accounts payable and accrued expenses                           1,498                        72
    Interest payable                                                   --                       154
    Other liabilities                                                  --                       275
                                                            -------------             -------------

       Total liabilities                                            1,498                    23,528
                                                            -------------             -------------


Minority interest                                                   1,492                       382
                                                            -------------             -------------

Partners' equity (deficit):
    General Partner                                                   130                       (85)
    Limited Partners, 2,822,828 limited partnership
       units  outstanding  at June 30, 1998 and
       December 31, 1997,  respectively
      (including 2,121,285 preferred units outstanding
       at June 30, 1998 and December 31, 1997)                     29,465                     8,551
                                                            -------------             -------------

           Total partners' equity                                  29,595                     8,466
                                                            -------------             -------------

              Total liabilities and partners' equity        $      32,585             $      32,376
                                                             =============             =============
</TABLE>










          See accompanying notes to consolidated financial statements.



                                  Page 3 of 12
<PAGE>




                           RANCON PACIFIC REALTY L.P.


                      Consolidated Statements of Operations
                     (in thousands, except per unit amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                      Three months ended                           Six months ended
                                                            June 30,                                  June 30,
                                                  ------------------------------            -----------------------------
                                                       1998              1997                   1998              1997
                                                  -------------     ------------            -----------       -----------
<S>                                                <C>               <C>                    <C>               <C>
Revenues:
 Rental income                                     $     1,622       $      1,526           $     3,230       $     3,010
 Interest and other income                                  45                 25                    83                49
 Gain on sales of rental properties                     23,565                 --                23,565                --
                                                   -----------       ------------           -----------       -----------

        Total revenue                                   25,232              1,551                26,878             3,059
                                                   -----------       ------------           -----------       -----------

Expenses:
 Operating                                                 623                622                 1,260             1,252
 Interest                                                  477                479                   956               961
 Depreciation                                              235                229                   467               457
 General and administrative                                105                 82                   189               161
 Organizational and transitional
    management fee                                       1,395                 --                 1,395                --
                                                   -----------       ------------           -----------       -----------

        Total expenses                                   2,835              1,412                 4,267             2,831
                                                   -----------       ------------           -----------       -----------

Income before minority interest                         22,397                139                22,611               228

Minority interest                                        (1121)                (2)                (1132)               (6)
                                                   -----------       -------------          -----------       -----------

Net income                                         $    21,276       $        137           $    21,479       $       222
                                                   ============      =============          ===========       ===========

Net income per limited partnership unit            $      7.46       $       0.05           $      7.53       $      0.08
                                                   ===========       ============           ===========       ===========

Distributions per preferred unit:
 From net income                                   $      0.08       $       0.05           $      0.16       $      0.08
 Representing return of capital                             --               0.03                    --              0.08
                                                   -----------       ------------           -----------       -----------
    Total distributions per preferred unit         $      0.08       $       0.08           $      0.16       $      0.16
                                                   ===========       ============           ===========       ===========

Weighted  average number of limited  partnership  
  units  outstanding  during the   period used 
  to compute net income per limited partnership 
  unit                                               2,822,828          2,824,155              2,822,828        2,824,621
                                                   ===========       ============           ============      ===========

Weighted average number of preferred units
 outstanding during the period used to
 compute distributions per preferred unit            2,121,285          2,121,285              2,121,285        2,121,285
                                                   ===========       ============           ============      ===========
</TABLE>


           See accompanying notes to consolidated financial statements.



                                  Page 4 of 12
<PAGE>




                           RANCON PACIFIC REALTY L.P.


              Consolidated  Statements of Partners' Equity (Deficit) 
                 For the six months ended June 30, 1998 and 1997
                                 (in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                        General               Limited
                                        Partner               Partners             Total
                                     -------------         ------------        -------------
<S>                                  <C>                   <C>                 <C>
Balance at December 31, 1997         $         (85)        $      8,551        $       8,466

Net income                                     215               21,264               21,479

Distributions                                   --                 (350)                (350)
                                     -------------         ------------        -------------

Balance at June 30, 1998             $         130         $     29,465        $      29,595
                                     =============         ============        =============



Balance at December 31, 1996         $         (90)        $      8,697        $       8,607

Net income                                       2                  220                  222

Distributions                                   --                 (350)                (350)
                                     -------------         ------------        -------------

Balance at June 30, 1997             $         (88)        $      8,567        $       8,479
                                     =============         ============        =============
</TABLE>













          See accompanying notes to consolidated financial statements.



                                  Page 5 of 12
<PAGE>




                           RANCON PACIFIC REALTY L.P.


                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Six months ended
                                                                              June 30,
                                                                  -------------------------------
                                                                       1998               1997
                                                                  -------------------------------
<S>                                                                 <C>                <C>
Cash flows from operating activities:
  Net income                                                        $   21,479         $      222
Adjustments to reconcile net income to net cash
 provided by operating activities:
    Gain on sales of rental properties                                 (23,565)                --
    Depreciation                                                           467                457
    Amortization of loan fees, included in interest expense                 36                 36
    Minority interest in net income and distributions                    1,110                (26)
Changes in certain assets and liabilities:
    Accounts receivable, prepaid and impound accounts                     (102)                41
    Accounts payable and accrued expenses                                1,426                  5
    Interest payable                                                      (154)                (2)
    Security deposits                                                        7                 33
                                                                    ----------         ----------

       Net cash provided by operating activities                           704                766
                                                                    ----------         ----------

Cash flows from investing activities:
    Additions to real estate                                              (172)               (45)
    Sales proceeds (net of closing costs)                               53,524                 --
                                                                    ----------         -----------
       Net cash provided by (used for) investing activities             53,352                (45)
                                                                    ----------         -----------

Cash flows from financing activities:
  Notes payable principal payments                                     (23,027)              (152)
  Distributions to partners                                               (350)              (350)
                                                                    ----------         -----------

       Net cash used for financing activities                          (23,377)              (502)
                                                                    ----------         ----------

Net increase in cash and cash equivalents                               30,679                219

Cash and cash equivalents at beginning of period                         1,876              1,407
                                                                    ----------         ----------

Cash and cash equivalents at end of period                          $   32,555         $    1,626
                                                                    ==========         ==========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $      920         $      927
                                                                    ==========         ==========
</TABLE>





          See accompanying notes to consolidated financial statements.



                                  Page 6 of 12
<PAGE>




                           RANCON PACIFIC REALTY L.P.


                   Notes to Consolidated Financial Statements

                                  June 30, 1998
                                   (Unaudited)



Note 1.           ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
                  ------------------------------------------------
In the  opinion  of RC Pacific  Realty  Partners,  L.P.,  general  partner,  and
Glenborough  Corporation  (successor  by merger with  Glenborough  Inland Realty
Corporation) ("Glenborough"),  the accompanying unaudited consolidated financial
statements  contain  all  adjustments   (consisting  of  only  normal  accruals)
necessary  to  present  fairly the  consolidated  financial  position  of Rancon
Pacific Realty,  L.P., a Delaware limited  partnership,  (the Partnership) as of
June 30, 1998 and December 31, 1997, and the related consolidated  statements of
operations  for the three and six months  ended June 30, 1998 and 1997,  and the
changes in partners'  equity  (deficit)  and cash flows for the six months ended
June 30, 1998 and 1997.

Effective January 1, 1995, Rancon Financial  Corporation  (RFC), an affiliate of
the Partnership,  entered into an agreement with Glenborough whereby RFC sold to
Glenborough the contract to perform the rights and responsibilities  under RFC's
agreement with the Partnership and other related Partnerships (collectively, the
Rancon  Partnerships)  to perform or  contract on the  Partnership's  behalf for
financial,  accounting,  data processing,  marketing, legal, investor relations,
asset and development management and consulting services for the Partnership for
a period of ten years or until the  liquidation  of the  Partnership,  whichever
comes first.  Effective  January 1, 1998 the  agreement was amended to eliminate
Glenborough's  responsibility  for  providing  investor  relation  services  and
Preferred   Partnership  Services,   Inc.  ("PPS"),  a  California   Corporation
unaffiliated  with  the  Partnership,   contracted  to  assume  these  services.
According to the contract, the Partnership will pay Glenborough for its services
as follows:  (i) a specified asset  administration  fee ($181,000 in 1998); (ii)
sales fees of 2% for improved properties; (iii) a refinancing fee of 1% and (iv)
a management  fee of 5% of gross  rental  receipts.  As part of this  agreement,
Glenborough will perform certain responsibilities for the General Partner of the
Rancon  Partnerships  and RFC  agreed  to  cooperate  with  Glenborough,  should
Glenborough  attempt  to  obtain a  majority  vote of the  limited  partners  to
substitute itself as the Sponsor for the Rancon Partnerships. Glenborough is not
an affiliate of RFC or the Partnership.

Consolidation - The  accompanying  consolidated  financial  statements of Rancon
Pacific Realty, L.P. include the accounts of Rancon Pacific Realty, L.P. and its
majority owned partnership Villa La Jolla Partners. All significant intercompany
balances and transactions have been eliminated in the consolidation.

Reclassification  - Certain 1997 balances have been  reclassified  to conform to
the current year presentation.

Note 2.           REFERENCE TO 1997 AUDITED FINANCIAL STATEMENTS
                  ----------------------------------------------

These  unaudited  financial  statements  should be read in conjunction  with the
Notes  to  Consolidated  Financial  Statements  included  in  the  1997  audited
financial statements.




                                  Page 7 of 12
<PAGE>



Note 3.           COMMITMENT AND CONTINGENCY
                  --------------------------

Organizational and Transitional Management Fee
----------------------------------------------
Pursuant  to a plan of  exchange  which was  consummated  in 1988,  Glenborough,
through  an  Assignment  of Right to  Receive  Organizational  and  Transitional
Management  Fees  from  the  Sponsor,  is to  receive  a fee  of up to 6% of the
aggregate  appraised value of the property interests conveyed to the Partnership
in  consideration  for  organizational  and  transitional  management  services.
One-sixth  of this fee or  approximately  $350,000 was paid upon the exchange of
the property for Partnership Units. The remaining five-sixths of the fee was due
in 60 monthly  installments of $29,000.  Ten monthly  installments were paid for
the period from March 1, 1988 through  December  31,  1988.  The next 48 monthly
payments  related to the period from  January 1, 1989 to December 31, 1992 would
not be paid  unless  and  until  such time as (i) the  specified  amount of cash
distributions are made to the holders of the preferred units during any calendar
year or, (ii) the holders of the  preferred  units have received a return of the
full amount of their investment.  No monthly installments were paid during those
48  months.  Two  monthly  installments  of  $29,000  were paid in  January  and
February,  1993.  Payment of the balance of the fee of approximately  $1,395,000
related to the 48 monthly  installments  was paid to Glenborough in August 1998,
as the criteria set forth above was met.

Note 4.           DISPOSITION OF ASSETS
                  ---------------------
On June 30, 1998, the Partnership sold its two wholly-owned  real estate assets,
the Pacific Bay Club and La Jolla Canyon  apartments,  to an unaffiliated  third
party for a total purchase price of $24,400,000. After paying off the underlying
loans and closing costs (including  commissions and fees), the Partnership added
the net proceeds of $13,689,000 to its cash reserves.

Also on June 30, 1998, the Partnership's  majority owned  partnership,  Villa La
Jolla Partners,  sold its only real estate asset, Villa La Jolla Apartments,  to
an  unaffiliated  third party for a total purchase price of  $31,600,000.  After
paying off the  underlying  loan and closing costs  (including  commissions  and
fees), Villa La Jolla Partners added the net proceeds of $17,095,000 to its cash
reserves.  Subsequent  to June  30,  1998,  after  reserving  funds  for  unpaid
liabilities,  Villa La Jolla Partners made final  distributions  to the partners
totaling approximately $17,434,000.

On August 3, 1998, the Partnership  received its final liquidating  distribution
from Villa La Jolla Partners of approximately  $15,968,000.  After reserving for
potential  liabilities and prior to August 31, 1998, the Partnership will make a
preliminary  liquidating  distribution  to the partners  totaling  approximately
$29,158,000.






                                  Page 8 of 12
<PAGE>



Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

INTRODUCTION
------------
The following discussion addresses the Partnership's financial condition at June
30, 1998 and its results of  operations  for the six months  ended June 30, 1998
and 1997. This information  should be read in conjunction with the Partnership's
audited December 31, 1997 Consolidated  Financial Statements,  notes thereto and
other information contained elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
On June 30, 1998, the Partnership sold its two wholly-owned  real estate assets,
the Pacific Bay Club and La Jolla Canyon  apartments,  to an unaffiliated  third
party for a total purchase price of $24,400,000. After paying off the underlying
loans and closing costs (including  commissions and fees), the Partnership added
the net proceeds of $13,689,000 to its cash reserves.

Also on June 30, 1998, the Partnership's  majority owned  partnership,  Villa La
Jolla Partners,  sold its only real estate asset, Villa La Jolla Apartments,  to
an  unaffiliated  third party for a total purchase price of  $31,600,000.  After
paying off the  underlying  loan and closing costs  (including  commissions  and
fees), Villa La Jolla Partners added the net proceeds of $17,095,000 to its cash
reserves. In August, after reserving fund for unpaid liabilities, Villa La Jolla
Partners  made a  final  distribution  to the  partners  totaling  approximately
$17,434,000, of which the Partnership received approximately $15,968,000.

After  reserving for  potential  liabilities  and prior to August 31, 1998,  the
Partnership  will make a preliminary  liquidating  distribution  to the partners
totaling approximately $29,158,000.

As of  June  30,  1998,  the  Partnership  had  cash  and  cash  equivalents  of
$32,555,000,  most of which  resulted  from the sales of the  three  properties.
Prior to making the final liquidating  distributions,  the Partnership  invested
approximately  $ 31,550,000 in certificates of deposits which earned interest at
5.25%.

Accounts  payable and accrued  expenses  increased  from $72,000 at December 31,
1997 to $1,498,000 at June 30, 1998 due to the accrual of the organizational and
transitional  management  fee of $1,395,000  paid to Glenborough in August 1998,
security deposits and net operating expense pro-rations due to the purchasers of
the rental properties and the accrual of tax return preparation fees.

RESULTS OF OPERATIONS
---------------------
Rental  income for the three and six months  ended June 30,  1998 as compared to
1997 increased $96,000 or 6% and $220,000 or 7%, respectively,  primarily due to
increased rental rates at all of the Partnership's  properties.  Occupancy rates
as of June 30, 1998 were 99%, 98% and 98% for Pacific Bay Club,  La Jolla Canyon
and Villa La Jolla, respectively, compared to 98%, 97% and 97%, respectively, as
of the same date in 1997.

The increase in interest income and other income is primarily due to an increase
in interest  income on invested cash balances for the three and six months ended
June 30, 1998 compared to the same periods in 1997.


                                  Page 9 of 12
<PAGE>


Operating expense and depreciation and amortization  expense remained consistent
during the three and six months ended June 30, 1998 and the three and six months
ended June 30, 1997.

Interest  expense  continued  to decline  due to the  decreasing  balance of the
Partnership's outstanding debt.

General and administrative costs increased $23,000 and $28,000 for the three and
six months ended June 30, 1998, respectively,  compared to 1997 primarily due to
an appraisal fee paid in 1998  rendered in connection  with the valuation of the
properties and an increase of tax preparation fees.


















                                 Page 10 of 12
<PAGE>



Part II. OTHER INFORMATION


Item 1.  Legal Proceedings

                  Registrant  has been named as a defendant in a case  involving
                  alleged  defects  in the  development  of homes in and  around
                  Carlsbad, California. At this time management does not believe
                  the  Registrant  has any  liability and has filed a motion for
                  summary judgement to have the entity dismissed with prejudice.
                  The defense in the case is being  provided by the  Registrants
                  insurance carrier.

Item 2.    Changes in Securities

                  Not applicable.

Item 3.    Defaults Upon Senior Securities

                  Not applicable.

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

                  None.

Item 5.    Other Information

                  None.

Item 6.    Exhibits and Reports on Form 8-K

                  (a) Exhibits:

                  #27 - Financial Data Schedule.

                  (b) Reports on Form 8-K:

                  Registrant  filed a Current  Report on Form 8-K dated July 14,
                  1998 reporting the sale of the  wholly-owned  assets  (Pacific
                  Bay Club and La Jolla Canyon  apartments),  and also reporting
                  the  sale of the  only  real  estate  asset  (Villa  La  Jolla
                  apartment)  owned  by  Villa  La  Jolla  -  the  Partnership's
                  majority owned  partnership.  Also included were the pro-forma
                  financial statements.



                                 Page 11 of 12
<PAGE>



                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                           RANCON PACIFIC REALTY, L.P.
                           A DELAWARE LIMITED PARTNERSHIP
                           (Registrant)


                           By: RC PACIFIC REALTY PARTNERS, L.P.
                               General Partner


Date: August 14, 1998      By: /s/ Daniel L. Stephenson
                              -------------------------
                               Daniel L. Stephenson 
                               Director, President,
                               Chief Executive  Officer and
                               Chief Financial Officer of
                               RC Pacific  Realty,  Inc.,  
                               General Partner of RC
                               Pacific Realty Partners, L.P.





                                 Page 12 of 12