EXHIBIT 99.b
                                
                    MANAGEMENT COMPENSATION

     The following table sets forth the types and estimates of the
amounts of all fees, compensation, income, distributions and other
payments that the General Partner and its Affiliates will or may
receive in connection with the operations of the Partnership.  In
addition, the General Partner or its Affiliates may receive a
property management fee and an Affiliate may receive fees for
insurance brokerage services.  See the discussion following the
table set forth below.  ALTHOUGH THE GENERAL PARTNER BELIEVES THE
FOLLOWING FEES ARE REASONABLE AND COMPETITIVE, SUCH FEES,
COMPENSATION, INCOME, DISTRIBUTIONS AND OTHER PAYMENTS WERE NOT
DETERMINED BY ARM'S-LENGTH BARGAINING.  See "Conflicts of
Interest."

   Form of          Entity Receiving     Method of Determination
Compensation          Compensation      & Estimated Dollar Amount

                         OFFERING STAGE

Selling 
  Commissions(1)    USAA Investment     $20 per Interest sold.  The
                      Management          actual amount payable to
                      Company (the        the Sales Agent assuming
                      "Sales Agent")      all 160,000 Interests are
                                          sold will be $3,200,000.

Reimbursement of    The Sales Agent     A nonaccountable expense
  Organizational                          allocation of 2% of 
  and Offering                            gross offering proceeds
  Expenses (2)                            for Organizational and 
                                          Offering Expenses equal 
                                          to $800,000 if 80,000 
                                          Interests are sold and
                                          $1,600,000 if 160,000  
                                          Interests are sold.


Annual Advisory     An Affiliate of     An annual advisory fee    
  Fees for            the General         of up to 1/2 of 1% of
  Investment of       Partner             the amount of offering 
  Offering Proceeds                       proceeds invested in a
  in Money Market                         money market or mutual
   or Mutual Funds(3)                     fund sponsored or      

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   Form of          Entity Receiving     Method of Determination
Compensation          Compensation      & Estimated Dollar Amount 

                                          administered by USAA or 
                                          its Affiliates.  Dollar 
                                          amount is not 
                                          determinable at this 
                                          time.(6)

                                                                  
 
                        ACQUISITION STAGE

Acquisition Fees    USAA Real Estate    Acquisition Fees shall be 
   and Expenses(4)    Company (the        an amount customarily 
                      "Adviser")          charged by others 
                                          rendering similar 
                                          services as an ongoing 
                                          public activity, provided
                                          that the total of all 
                                          Acquisition Fees payable 
                                          to the Adviser shall not 
                                          exceed, with respect to 
                                          all Properties, 5% of 
                                          gross offering proceeds 
                                          ($2,000,000 if 80,000 
                                          Interests are sold, 
                                          $4,000,000 if 160,000 
                                          Interests are sold).  The
                                          Adviser shall be 
                                          reimbursed for 
                                          Acquisition Expenses 
                                          incurred in an amount up 
                                          to 2% of the gross 
                                          offering proceeds.  The 
                                          Adviser shall pay all 
                                          Acquisition Expenses to 
                                          the extent such 
                                          Acquisition Expenses 
                                          exceed 2% of the gross 
                                          offering proceeds.  
                                          


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  Form of           Entity Receiving     Method of Determination
Compensation          Compensation      & Estimated Dollar Amount 
                                                         
                         OPERATIONAL STAGE

Reimbursement of    The General         Actual cost of goods and  
   Partnership        Partner or its      materials used for and 
   Operational        Affiliates          by the Partnership and 
   Expenses(5)                            obtained from an entity 
                                          that is not an Affiliate 
                                          of the General Partner. 
                                          Dollar amount is not 
                                          determinable at this   
                                          time(6).


Interest and Other  The General         An amount not in excess of 
   Similar Charges    Partner or an       the amounts that would 
   or Fees (7)        Affiliate           be charged by unrelated 
                                          lending institutions on 
                                          comparable loans for the 
                                          same purpose and in the 
                                          same locality but never 
                                          in excess of 2% above the
                                          prime rate published from
                                          time to time by Chase 
                                          Manhattan Bank of New 
                                          York City, New York, such
                                          amount charged not to 
                                          exceed ten percent (10%) 
                                          per annum.  Dollar amount
                                          is not determinable at 
                                          this time.(6)


Distributive        The General         The General Partner will  
   Share of Net       Partner             receive 1% of all      
   Cash from                              distributions of Net Cash 
   Operations(8)                          from Operations.  Dollar 
                                          amount is not 
                                          determinable at this 
                                          time.(6)





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 Form of            Entity Receiving     Method of Determination
Compensation          Compensation      & Estimated Dollar Amount 

Adviser Management  The Adviser         An amount equal to 9% of  
   Fee                                    Adjusted Cash from 
                                          Operations.  Dollar 
                                          amount is not 
                                          determinable at this 
                                          time.(6)



                      LIQUIDATION STAGE

Subordinated        The Adviser         An amount not to exceed the 
  Disposition                             lesser of (i) one-half 
  Fees(9)                                 of the competitive real 
                                          estate commission 
                                          applicable at the date 
                                          of sale, or (ii) 2% of 
                                          the sales price of a 
                                          Property.  Dollar amount 
                                          is not determinable at 
                                          this time.(6)

Distributive Share  The General         The General Partner will
  of Net Proceeds     Partner             receive, other than as 
  from Sales or                           a part of the liquidation
  Refinancings(8)                         of the Partnership, 1% 
                                          of all Net Proceeds from 
                                          Sales or Refinancings 
                                          until the Limited 
                                          Partners have been 
                                          returned their Original 
                                          Invested Capital plus 
                                          their Preferred Return 
                                          from either Net Cash from
                                          Operations or Net 
                                          Proceeds from Sales or 
                                          Refinancings.  
                                          Thereafter, Net Proceeds 
                                          from Sales or 
                                          Refinancings shall be 
                                          allocated (a) first to 
                                          the Adviser so 
                                          that it will receive any 

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   Form of          Entity Receiving     Method of Determination
Compensation          Compensation      & Estimated Dollar Amount            

                                          unpaid Subordinated 
                                          Disposition Fees, and 
                                          (b) then 90% to the 
                                          Limited Partners and 10% 
                                          to the General Partner. 
                                          Upon liquidation of the 
                                          Partnership the General 
                                          Partner shall receive an 
                                          amount equal to the 
                                          positive balance, if any,
                                          in its capital account. 
                                          See "Income and Losses 
                                          and Cash Distributions." 
                                          Dollar amount is not 
                                          determinable at this 
                                          time.(6)



(1)  See "The Offering".

(2)  The Sales Agent shall receive a non-accountable expense
     allocation for Organizational and Offering Expenses in an
     amount equal to 2% of gross offering proceeds.  The Sales
     Agent shall pay all Organizational and Offering Expenses in
     excess of such amount.

(3)  The Partnership may invest offering proceeds, including
     working capital reserves, from time to time in a money
     market or mutual fund sponsored by USAA or its Affiliates
     for which the advisory fee shall be paid annually.  See
     "Investment Objectives and Policies--Preliminary
     Investments."  

(4)  At a minimum, an amount equal to the greater of (i) 67% of
     the Limited Partners' capital contributions or (ii) 80% of
     such capital contributions reduced by .1625% for each 1% of
     indebtedness encumbering the Partnership's Properties must
     be committed to investment in properties.  For purposes
     hereof, "Investment in Properties" is the amount of capital
     contributions actually paid or allocated to the purchase,
     development, construction or improvement of properties
     acquired by the Partnership (including working capital
     reserves not in excess of 5% of gross offering proceeds) but
     excluding front-end fees.  The remaining capital
     contributions not invested in properties are available for
     front-end fees:  Organizational and Offering Expenses,
     selling commissions, Acquisition Fees and Acquisition
     Expenses, and real estate broker commissions.  Therefore,
     assuming the Partnership acquires properties utilizing
     leverage of approximately 50% of the aggregate Purchase
     Prices, it would be required to commit to Investment in
     Properties 71.875% of gross offering 

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     proceeds, computed as follows: 80%  -  (50 x .1625%) =
     71.875%.  As indicated under the "Estimated Use of Proceeds"
     table, it is anticipated that the Partnership's Investment
     in Properties will be well within the limitations set forth
     above.

(5)  The General Partner or its Affiliates may be reimbursed for
     (a) the actual cost of goods and materials used for or by
     the Partnership and obtained from an entity that is not an
     Affiliate of the General Partner; (b) salaries and related
     salary expenses for services which could be performed
     directly for the Partnership by independent parties,
     including legal, accounting, transfer agent, data
     processing, duplicating and administration of investor
     accounts; and (c) the cost of Partnership reports and
     communications to investors.  No reimbursement shall be
     permitted for services for which the General Partner or
     Affiliates receive a separate fee or for (i) salaries,
     related salary expenses, traveling expenses, and other
     administrative items incurred by any Controlling Persons or
     which are not directly attributable to the rendering of
     services to the Partnership and (ii) any indirect expenses
     incurred in performing services for the Partnership, such as
     rent or depreciation, utilities, capital equipment, and
     other administrative items.  "Controlling Person" for this
     purpose shall mean any person, regardless of title, who
     performs executive or senior management functions for the
     General Partner or Affiliates similar to those of directors,
     executive management and senior management, or any person
     who either holds 5% or more equity interest in the General
     Partner or Affiliates or has the power to direct or cause
     the direction of the General Partner or Affiliates, whether
     through the ownership of voting securities, by contract, or
     otherwise, or, in the absence of a specific role or title,
     any person having the power to direct or cause the direction
     of the management level employees and policies of the
     General Partner or Affiliates.  It is not intended that
     every person who carries a title such as vice president,
     senior vice president, secretary or treasurer be included in
     the definition of Controlling Person.  In no event shall any
     amount charged to the Partnership as a reimbursable expense
     by the General Partner exceed the lesser of the actual cost
     of such services, or 90% of the amount which the Partnership
     would be required to pay to independent parties for
     comparable services in the same geographic location. 
     Reimbursements are also allowable for certain Organizational
     and Offering Expenses and expenditures incurred in
     connection with the acquisition of the Properties by the
     Partnership.

(6)  Any prediction of such dollar amount would necessarily
     involve assumptions of future events that cannot be
     determined at this time.

<PAGE>
(7)  The Partnership Agreement permits the General Partner or any
     Affiliate of the General Partner to make a loan to the
     Partnership if the interest and other similar charges or
     fees on any such loan are not in excess of the amounts which
     would be charged by unaffiliated lending institutions on
     comparable loans for the same purpose in the same locality
     but not in excess of 2% above the prime rate published from
     time to time during the term of the loan by Chase Manhattan
     Bank of New York City, New York, such amount charged not to
     exceed 10% per annum.

(8)  See "Income and Losses and Cash Distributions."

(9)  Subordinated Disposition Fees payable to the Adviser or its
     Affiliates for services in connection with the sale of
     Properties shall be cumulative but shall be paid only after
     the Limited Partners have been returned their Original
     Invested Capital plus their Preferred Return from either Net
     Cash from Operations or Net Proceeds from Sales or
     Refinancings.  If an unaffiliated broker participates in the
     sale of a Property, the subordination requirement will apply
     only to the fee, if any, earned by the Adviser or its
     Affiliates.  The total of all real estate fees payable to
     all parties in connection with the sale of a Property,
     including the Subordinated Disposition Fee, shall not exceed
     the lesser of a competitive real estate fee which is
     reasonable, customary and competitive in light of the size,
     type and location of the Property or 6% of the sales price
     of the Property.


     An Affiliate of the General Partner may provide insurance
brokerage services in connection with obtaining insurance on the
Properties so long as the cost of providing such service,
including cost of the insurance, is no greater than the lower
quote obtained from two unaffiliated insurance agencies and the
coverage and terms are likewise comparable.  In no event may such
services be provided by any such Affiliate unless it is
independently engaged in the business of providing such services
to other than Affiliates and at least 75% of its insurance
brokerage service gross revenue is derived from other than
Affiliates.

     It is presently contemplated that the Properties will be
managed by unaffiliated management firms, and by the Adviser as
necessary, or by operating partners in situations where the
Partnership is a partner or joint venturer.  The Adviser and its
Affiliates are presently engaged in providing property management
services for prior USAA partnerships and will in the future
provide such services to the Partnership for some or all of the
Properties.  The Partnership Agreement permits the Partnership to
obtain property management services from the General Partner, the
Adviser, or another Affiliate of the General Partner and in the
event such services are provided the compensation therefor will
be limited to the lesser of the competitive fee for similar
services in the same geographic area or (i) 5% of gross revenues 

<PAGE>
from each residential property (included in such 5% are fees for
leasing and related services), (ii) 6% of gross revenues from
each industrial and commercial property if leasing and related
services are performed, (iii) 3% of gross revenues from each
industrial and commercial property if no leasing and related
services are performed, and (iv) 1% of gross revenues from each
industrial and commercial property leased on a long-term (10
years or more) net basis (except for a one-time initial leasing
fee of 3% of the gross revenues on each lease payable over the
first five full years of the original term of the lease).  The
actual amount of such compensation, if any, is not determinable
at this time.

     Front-End Fees consisting of Organizational and Offering
Expenses, selling commissions, Acquisition Fees and Acquisition
Expenses shall in no event exceed 13% of gross offering proceeds.

                                
            INCOME AND LOSSES AND CASH DISTRIBUTIONS
                                

NET CASH FROM OPERATIONS
     The Partnership Agreement prohibits the reinvestment (or
investment) of Net Cash from Operations available for distribution,
except as a temporary investment pending distribution to Partners. 
The availability of Net Cash from Operations is subject to (i)
payment of the Partnership's operating expenses (without deduction
for depreciation), (ii) amounts set aside to maintain a reasonable
working capital reserve (see "Investment Objectives and Policies--
Working Capital Reserve"), (iii) payment of the Partnership's other
current obligations, and (iv) payment of the Adviser Management
Fee.  See "Management Compensation" for details on calculation of
the Adviser Management Fee.

     Distribution of Net Cash from Operations will be made 1% to
the General Partner and 99% to the Limited Partners.  See
"Management Compensation" for a discussion of payment of the
Adviser Management Fee to the Adviser from Adjusted Cash from
Operations.  Any Net Cash from Operations received by a Limited
Partner shall count toward his 6% cumulative Preferred Return.
Distributions of Net Cash from Operations to Limited Partners will
be made quarterly, at the discretion of the General Partner and,
except for the first distribution, will be apportioned to the
Limited Partners of record on the last day of the calendar quarter
immediately preceding such distribution in proportion to the number
of Interests owned by each Limited Partner as of that date.  The
first distribution of Net Cash from Operations will be apportioned
to each Limited Partner of record on the last day of the calendar
quarter immediately preceding such distribution in the ratio that 
(i) the number of Interests held by each such Limited Partner
multiplied by the number of days that such Interests were
outstanding through the last day of the calendar quarter
immediately preceding such distribution bears to (ii) the sum for
all Interests of the product computed in (i).  The ultimate amount 

<PAGE>
of any of such distributions will depend upon attaining and
thereafter maintaining operating income and expenses of Properties
at levels permitting such distributions.

NET PROCEEDS FROM SALES OR REFINANCINGS
     During the two-year period commencing on the date of this
Prospectus, any cash received on the refinancing of any Property
will not be distributed but will be treated in the same manner as
net proceeds of the offering and reinvested in other Properties.
Thereafter, Net Proceeds from Sales or Refinancings will not be
invested or reinvested in any property or investment other than the
Properties, except as a temporary investment pending distribution
to Partners.  Net Proceeds from Sales or Refinancing, other than as
part of the liquidation of the Partnership, will be distributed as
follows:
          (i) First, 1% to the General Partner and 99% to the
     Limited Partners until the Limited Partners have been returned
     their Original Invested Capital from Net Proceeds from Sales
     or Refinancings, plus their Preferred Return from either
     distributions of Net Cash from Operations or Net Proceeds from
     Sales or Refinancings;
          (ii) Second, to the Adviser so that it will receive any
     unpaid Subordinated Disposition Fees; and
          (iii) Third, 90% to the Limited Partners and 10% to the
     General Partner.  

However, distributions in liquidation of the Partnership will be
made in proportion to and in an amount equal to the Partners'
positive capital account balances.  For a discussion of the
calculation of Subordinated Disposition Fees, see "Management
Compensation."

     Distribution of Net Proceeds from Sales or Refinancings, if
any, will be in such amounts and at such times as the General
Partner may determine.  The amount of each distribution of Net
Proceeds from Sales or Refinancings to Limited Partners will be
apportioned and paid to the Limited Partners of record as of the
last day of the calendar month in which such Net Proceeds from
Sales or Refinancings were received by the Partnership as follows:
          (i) First, an amount equal to the unreturned Original
     Invested Capital of all Limited Partners shall be distributed
     in proportion to the unreturned Original Invested Capital of
     each such Limited Partner;
          (ii) Second, an amount equal to the unpaid Preferred
     Return of all Limited Partners shall be distributed in
     proportion to the unpaid Preferred Return of each such Limited
     Partner;
          (iii) Third, the balance shall be distributed in
     proportion to the number of Interests owned by each Limited
     Partner, except that Net Proceeds from Sales or Refinancings
     from the disposition of the last Property (or Properties if in
     a single transaction) generally will be apportioned in
     proportion to each Limited Partner's positive capital account
     balance.

<PAGE>
ALLOCATION OF INCOME AND LOSSES
     On and after the Initial Admittance Date, except as otherwise
provided herein, all items of income, gain, loss, deduction and
credit from operations will be allocated 1% to the General Partner
and 99% to the Limited Partners.

     Net gain from the sale or other disposition of a Property is
generally allocated as follows:

          (i) First, to the Partners in an amount up to and in
     proportion with any negative balances in their respective
     capital accounts in excess of each respective Partner's Share
     of Partnership Minimum Gain as of the end of the taxable year
     for which the allocation is made;

          (ii) Second, 99% to the Limited Partners and 1% to the
     General Partner for all taxable years ending before the
     Limited Partners have been returned their Original Invested
     Capital, plus their Preferred Return.  For the taxable year
     during which distributions of Net Proceeds from Sales or
     Refinancings to Limited Partners are sufficient to return to
     the Limited Partners their Original Invested Capital, plus
     their Preferred Return, net gain is allocated 99% to the
     Limited Partners and 1% to the General Partner in the minimum
     amount necessary, if any, so that the capital account balances
     of the Limited Partners equal the amounts of their respective
     unrecovered Original Invested Capital plus their unpaid
     Preferred Return less their respective Partner's Share of
     Partnership Minimum Gain as of the end of such taxable year;

          (iii) Third, 99% to the Limited Partners and 1% to the
     General Partner in the minimum amount necessary, if any, so
     that the aggregate balance in the capital accounts of the
     Limited Partners in excess of an amount equal to the excess of
     the sum of their unrecovered Original Invested Capital and
     their unpaid Preferred Return over the aggregate of the
     Limited Partners' Share of Partnership Minimum Gain as of the
     end of the taxable year for which the allocation is made, and
     the balance in the capital account of the General Partner in
     excess of 1.01% of an amount equal to the excess of the sum of
     the Limited Partners' unrecovered Original Invested Capital
     and their unpaid Preferred Return over the aggregate of the
     Limited Partners' Share of Partnership Minimum Gain as of the
     end of the taxable year for which the allocation is made, is
     in the ratio of 90 to 10;

          (iv) Fourth, 90% to the Limited Partners and 10% to the
     General Partner.

     To the extent ordinary income from recapture of depreciation
is incurred upon the sale or other disposition of a Property, such
ordinary income shall be allocated, to the extent possible, to the
Partners as a portion of their net gain allocated to the extent
such Partners received the benefit of the depreciation deduction
resulting in such ordinary income from recapture of depreciation.

     Net loss from the sale or other disposition of a Property is
generally allocated between the Limited Partners and the General
Partner as follows:

<PAGE>
          (i) First, if any gain has been allocated pursuant to
     subparagraph (iii) or (iv) of the preceding paragraph, then
     100% to the General Partner in the minimum amount necessary,
     if any, so that the aggregate balance in the capital accounts
     of the Limited Partners in excess of an amount equal to the
     excess of the sum of their unrecovered Original Invested
     Capital and their unpaid Preferred Return over the aggregate
     of the Limited Partners' Share of Partnership Minimum Gain as
     of the end of the taxable year for which the allocation is
     made, and the balance in the capital account of the General
     Partner in excess of 1.01% of an amount equal to the excess of
     the sum of the Limited Partners' unrecovered Original Invested
     Capital and their unpaid Preferred Return over the aggregate
     of the Limited Partners' Share of Partnership Minimum Gain as
     of the end of the taxable year for which the allocation is
     made, is in the ratio of 90 to 10;

          (ii) Second, if any gain has been allocated pursuant to
     subparagraph (iii) or (iv) of the preceding paragraph, then
     10% to the General Partner and 90% to the Limited Partners 
     the aggregate balance in the capital accounts of the Limited
     Partners is equal to the excess of the sum of their
     unrecovered Original Invested Capital and their unpaid
     Preferred Return over the aggregate of the Limited Partners'
     Share of Partnership Minimum Gain as of the end of the taxable
     year for which the allocation is made; and

          (iii) Third, 1% to the General Partner and 99% to the
     Limited Partners.

Special rules apply to the allocation of income, gain, loss and
deductions in certain circumstances.  See Section 9.4 of the
Partnership Agreement.

     Except for Interests which are transferred during a taxable
year, in general, income, gain, loss, deduction and credit
allocated to the Limited Partners shall be computed annually and
apportioned to the Limited Partners of record at the end of each
taxable year in proportion to the number of Interests owned by each
Limited Partner as of that date.  Allocations to Limited Partners
attributable to periods before the Final Closing Date shall be
computed by an interim closing of the books as of the end of the
day immediately preceding each admittance date of Additional
Limited Partners and at the end of any taxable year during such
periods and shall be apportioned to the Limited Partners of record 
as of the end of the day immediately preceding each such admittance
date of Additional Limited Partners or on the last day of such
taxable year in proportion to the number of Interests owned by each
such Limited Partner as of each such date.  Allocations of gain and
loss resulting from a sale of a Property shall be apportioned to
those Limited Partners of record on the date the Partnership
recognizes such gain or loss and who are entitled to allocations of
gain or loss under Section 9.4 of the Partnership Agreement.  In
the event of a transfer of an Interest, each item of Partnership
income, gain, loss, deduction and credit attributable to the 

<PAGE>
transferred Interest is generally allocated on an equal daily basis
to the owner of such Interest on the basis of the number of days
that such person was the owner of such Interest; except that net
gain or net loss from the sale or other disposition of a Property
is allocated to the owner of the Interest as of the date that such
net gain or net loss is recognized by the Partnership.

     There are circumstances in which a Limited Partner in any year
may be allocated more taxable income than he would receive in
distributions of cash.  See "Federal Income Tax Aspects--Taxable
Income in Excess of Cash Distributions."

     The General Partner may amend the provisions of the
Partnership Agreement as appropriate as a result of the
promulgation of final Treasury Regulations under Sections 704 and
706 of the Code, if in the opinion of counsel such an amendment is
advisable to reflect allocations among the Limited Partners and the
General Partner consistent with those regulations.  See "Federal
Income Tax Aspects--Allocations of Income and Loss."  For a more
detailed description of the allocations under the Partnership
Agreement, see Article IX of the Partnership Agreement.


CAPITAL ACCOUNTS

     Each Partner shall have a capital account which shall be
increased by the amount of such Partner's capital contribution to
the Partnership and the amount of any income or gain allocated to
such Partner and shall be decreased by the amount of any
syndication cost, other nondeductible and deductible expense, loss
or deduction allocated to such Partner and the amount of all
distributions to such Partner.  The capital accounts shall be
established and maintained in accordance with federal income tax
principles as set forth in Treasury Regulations.

     The General Partner is required to contribute, immediately
prior to the termination of the Partnership, cash equal to the
lesser of (i) the deficit balance in its capital account or (ii)
the excess of 1.01% of all Limited Partners' Original Invested
Capital over the amount of capital previously contributed by the
General Partner.  A deficit in a Partner's capital account is not
considered an asset of the Partnership.


SOURCES AND CHARACTER OF CERTAIN DISTRIBUTIONS

     See "Investment Objectives and Policies--Working Capital
Reserve" for information pertaining to the characterization of
distributions from the working capital or other reserve as Net
Proceeds from Sales or Refinancings in the event of any
distributions from the working capital or other reserve which
result in the reduction of such reserve below 3% of gross proceeds
from the offering, the amount initially reserved for this purpose.