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 year ended December 31, 1996
                                       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: 0-15837

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

                  California                                33-0202964
         (State or other jurisdiction                    (I.R.S. Employer
       of incorporation or organization)                Identification No.)

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

       Partnership's telephone number, including area code: (415) 343-9300
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                                (Title of class)

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]

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

No market for the Limited  Partnership Units exists and therefore a market value
for such Units cannot be determined.

                    DOCUMENTS INCORPORATED BY REFERENCE: None



                                  Page 1 of 41
<PAGE>


                                     PART I


Item 1.           Business

Outlook Income Fund 9, a California Limited  Partnership,  (the Partnership) was
formed on August 29, 1986 as a limited  partnership under the California Revised
Limited  Partnership  Act for the  purpose of  purchasing,  holding,  operating,
leasing  and selling  various  properties.  The  Partnership's  public  offering
commenced on January 12, 1987 and  concluded  on January 11, 1988,  and included
raising a total of $40,971,400,  of which $5,228,800 was raised from the sale of
Participating  Notes. The  Partnership's  operations began on March 5, 1987, the
date when impound  requirements were met. With limited  exceptions,  Glenborough
Corporation,  as Managing General Partner, and Robert Batinovich,  as co-General
Partner,  (collectively  "Glenborough" or "the General  Partner") have exclusive
control over the business of the Partnership,  including the right to manage the
Partnership's assets.

The Partnership sold units of limited partnership  interest ("Equity Units") and
income  deferred  Participating  Notes  ("Notes").  The Notes  are  nonrecourse,
unsecured obligations of the Partnership. The Notes bear interest at the rate of
12% per annum,  noncompounded,  and all  payments of  interest  will be deferred
until the date of maturity of the Notes  (December 31, 1997, or a date not later
than December 31, 1998 if the General  Partner extends the maturity date) or the
sale or refinancing of the  Partnership's  properties.  The holders of the Notes
are  entitled to receive  contingent  interest  if, after the sale of all of the
Partnership's  properties,  the Partnership has met certain  earnings tests. The
total indebtedness of the Partnership,  including the Notes and accrued interest
to the latest  possible  maturity date (excluding  contingent  interest) and any
third-party financing which is secured by liens on the Partnership's properties,
may not exceed 85% of the aggregate  purchase price of all the properties  which
have  not  been  refinanced  plus  85% of the  aggregate  fair  market  value as
determined by the lender as to all the  properties  which have been  refinanced,
plus certain  reserves.  There is no limit on the maximum borrowing with respect
to any single property.

During the year ended December 31, 1996,  15,000 units were abandoned by limited
partners.  Limited  partners  abandon  their units when they desire to no longer
receive a K-1 from the Partnership.  The equity of the abandoned limited partner
units has been allocated to the remaining limited partners.

From June 1993  through  December  1996,  in three  separate  transactions,  the
Partnership repurchased a total of $6,810,100 in Participating Notes (comprising
principal  in the amount of  $3,612,300  and  accrued  interest in the amount of
$3,197,800) from the Noteholders for a purchase price of $4,011,000.  In each of
these  repurchases  of Notes,  the purchase  price paid by the  Partnership  was
discounted  from the combined  total of principal and accrued  interest owing on
the repurchased  Notes.  These discounted  repurchases were made in an effort to
reduce  the  impact of the Notes'  accrued  interest  on the value of the Equity
Units. The Notes and accrued interest thereon are being held by the Partnership.
See Note 6 to the Notes to Financial Statements for further discussion.

Management  intends to present a plan of  liquidation  for an  investor  vote in
1997. The carrying value of the  investments in real estate at December 31, 1996
does not purport to represent  the  ultimate  sales price the  Partnership  will
realize from the  disposition  of these assets nor are the amounts  reflected in
the accompanying  financial statements intended to represent the ultimate amount
to be distributed to partners if the plan is adopted.

At December 31, 1996,  the  Partnership  owned five  properties,  which are more
fully described in Item 2.

Competition

The Managing  General  Partner  believes that  characteristics  influencing  the
competitiveness  of a real  estate  project are the  geographic  location of the
property,  the  professionalism  of the property manager and the maintenance and
appearance  of the  property,  in addition to external  factors  such as general
economic  circumstances,  trends, and the existence of new, competing properties
in the vicinity.  Additional  competitive factors with respect to properties are
the ease of access to the property, the adequacy of related facilities,  such as
parking,  and the ability to provide  rent  concessions  and  additional  tenant
improvements  commensurate  with local market  conditions.

                                  Page 2 of 41
<PAGE>

Such  competition may lead to rent  concessions  that could adversely affect the
Partnership's  cash flow.  Although the Managing  General  Partner  believes the
Partnership's  properties are competitive with comparable properties as to those
factors  within the  Partnership's  control,  over-building  and other  external
factors could  adversely  affect the ability of the  Partnership  to attract and
retain tenants. The marketability of the properties may also be affected (either
positively or  negatively)  by these factors as well as by changes in general or
local economic  conditions,  including  prevailing interest rates.  Depending on
market and  economic  conditions,  the  Partnership  may be  required  to retain
ownership of its properties for periods longer than  anticipated at acquisition,
or may need to sell earlier than  anticipated  or  restructure a property,  at a
time or under terms and conditions that are less  advantageous than would be the
case if unfavorable economic or market conditions did not exist.

Working Capital

The  Partnership's  practice is to maintain  cash  reserves for normal  repairs,
replacements,  working capital and other contingencies. The Partnership knows of
no statistical information which allows comparison of its cash reserves to those
of its competitors.

Other Factors

Federal,  state and local statutes,  ordinances and regulations  which have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise  relating to the protection of the environment do not presently have a
material  effect  on the  operations  of  the  Properties  nor  on  the  capital
expenditures,  earnings or competitive position of the Partnership. There can be
no assurance that such  regulations will not change or have some material effect
on the Partnership in the future.

The Partnership does not directly employ any individuals.  All regular employees
rendering  services on behalf of the Partnership are employees of Glenborough or
its affiliates.

The business of the Partnership to date has involved only one industry  segment,
real estate.  The Partnership has no foreign  operations and the business of the
Partnership is not seasonal.

Item 2.           Properties
<TABLE>
<CAPTION>

At December 31, 1996, the Partnership owned the following properties:

                                                                                               Encumbrances at
Name                    Location                 Type             Size          # of Units    December 31, 1996
----                    --------                 ----             ----          ----------    -----------------
<S>                     <C>                     <C>             <C>                 <C>          <C>
Lake Mead Estates
Apartments              Las Vegas, NV           Residential     135,600 sq. ft      160             $3,716,000

Bryant Lake
Business Center:
   Phases I & II        Eden Prairie, MN        Commercial       80,011 sq. ft.     N/A          (included below)
   Phase III            Eden Prairie, MN        Commercial       91,732 sq. ft.     N/A             $4,850,000

Country Suites
by Carlson:
   Memphis              Memphis, TN             Hotel            42,987 sq. ft.     121             $3,471,000
   Tempe                Tempe, AZ               Hotel            44,445 sq. ft.     139             $2,701,000

</TABLE>



                                  Page 3 of 41
<PAGE>


Lake Mead Estates Apartments

On April 30,  1987,  the  Partnership  acquired  its first  property,  Lake Mead
Estates  Apartments,  a 160-unit  apartment complex located at 2068 North Nellis
Boulevard,  Las Vegas, Clark County,  Nevada. The property is situated on one of
Las Vegas' major north/south  arteries providing a direct route between the city
center and Nellis Air Force Base,  southern  Nevada's  largest  employer.  Total
consideration  of $5,912,400  was paid for the  property.  At December 31, 1996,
this property is classified as held for sale on the  Partnership's  accompanying
1996 balance sheet.

The property,  which was  constructed  in 1986,  consists of ten two-story  wood
frame and stucco  buildings.  The unit mix is 40 one-bedroom/  one-bath units at
633 square  feet each and 120  two-bedroom/  two-bath  units at 919 square  feet
each.   Common  areas   include  a  swimming  pool  and  spa,   exercise   room,
picnic/barbecue   area,   basketball  and  volleyball  courts,  and  a  separate
children's  play area.  Each unit is assigned a carport for parking and there is
additional uncovered parking surrounding the property.

All the units are rented unfurnished. Each unit is equipped with a refrigerator,
electric  range,  garbage  disposal,  dishwasher,  full size  washer  and dryer,
wall-to-wall carpeting,  custom window coverings, and electronic smoke detector.
Each unit has a private balcony and central  heating and cooling.  Trash pickup,
water and sewer  services are included in the monthly rent.  The leasing  office
and one decorated model are used in leasing activities.

The  interior  of the  apartments  are  smaller  in  comparison  to  the  modern
competition.  To remain competitive,  the units are being upgraded upon turnover
with new carpeting, bath light fixtures and ceiling fans.

According to research conducted by the Partnership's property manager, there are
twelve  properties  in the  immediate  market area that  compete  with Lake Mead
Estates  Apartments,  ranging  from  one to  fourteen  years  old.  The  average
occupancy in Clark County is 95% and within the Northeast  area of Clark County,
where the property is located,  the  occupancy is 94%. The market rents  average
$525 for one bedroom/one bath units and $617 for two bedroom/ two bath units.

Approximately  five new  apartment  communities,  comprising  1,124  units,  are
planned in the Northeast area by the end of 1997. Construction has already begun
on a new 360 unit  complex  which is  located  less than one mile from Lake Mead
Estates Apartments. Although the new apartment complexes could have an affect on
the Partnership's rental activities;  however,  management believes that the new
properties will attract a different  tenant base due to the higher rental rates.
In addition,  the Las Vegas Motor  Speedway,  which opened in November 1996, and
adjacent  shopping  center,  scheduled  to open  spring of 1997,  will bring new
employment to the area and is expected to increase housing needs.
<TABLE>
<CAPTION>

The  occupancy  level at December 31,  expressed  as a  percentage  of the total
apartments  available  for rent,  and the average  monthly  rental rates for the
apartments for the last five years were:

                                      1996              1995           1994           1993            1992
                                      ----              ----           ----           ----            ----
<S>                                    <C>               <C>            <C>            <C>             <C>
Occupancy rate                         86%               88%            98%            94%             96%

Rental rate:
      One bedroom
       /one bath units                $507              $503           $482           $476            $462
      Two bedroom
       /two bath units                $602              $612           $585           $564            $546
</TABLE>

At February 28, 1997, the occupancy rate has risen to 98%.

In the opinion of management, the property is adequately covered by insurance.

                                  Page 4 of 41
<PAGE>

In 1996, the Lake Mead Estates  Apartments  property was assessed property taxes
of approximately $55,000 based on a tax rate of 2.63%.

On September 19, 1988, the  Partnership  obtained a loan from American  National
Insurance  Company in the original  amount of $4,000,000,  secured by a note and
first deed of trust secured by the property.  The note bears interest at 9.625%,
requires  monthly  principal  and  interest  payments  of $34,000 and matures on
October 1, 2018. At December 31, 1996, the  outstanding  balance of the note was
$3,716,000.

Bryant Lake Business Center - Phases I & II

On January 28, 1988,  the  Partnership  acquired a ninety  percent (90%) general
partner  interest  in  Bryant  Lake  Associates,  Phases I and II, a  California
Limited  Partnership ("the Joint Venture"),  in order to acquire Phases I and II
of the Bryant Lake Business  Center,  a business center located in Eden Prairie,
Minnesota.  Total  consideration  paid by the  Partnership  was  $4,890,000.  On
November  30,  1990,  the  Partnership  purchased  the 10%  limited  partnership
interest for $180,000.  As a consequence of the purchase,  the Joint Venture was
dissolved and the assets and  liabilities of the Joint Venture were  transferred
to the Partnership.

The property  consists of three  single-story  buildings  totaling 80,011 square
feet of  office/showroom  and  office/warehouse  space located on  approximately
6.375 acres on Market Place Drive and Valley View Road,  a  triangular  piece of
land bound by Interstate  Highway 494,  Highway 62 and U.S.  Highway 169 in Eden
Prairie, Minnesota, a southeastern suburb of Minneapolis.

The property was completed in two phases.  Phase I,  consisting of two buildings
containing  60,757  rentable  square  feet,  was  completed  in 1984.  Phase II,
consisting of one building containing 19,254 rentable square feet, was completed
in 1985.  The  buildings  each have brick facades with  decorative  metal accent
features.  All  buildings  have truck loading docks and are equipped with a fire
sprinkler system.

According to research conducted by the Partnership's  property manager, the Twin
Cities  metropolitan area is divided into five primary real estate  sub-markets,
the  largest  of which is the  southwestern  suburban  sub-market,  in which the
Bryant Lake Business Center is located. The southwestern  suburban area has been
especially  desirable due to its proximity to executive housing and large supply
of skilled professionals.

The southwestern  suburban sub-market is expected to lead the way in development
in 1997 with  approximately  910,000 square feet in new projects planned.  These
projects  include 245,000 square feet of  office/showroom  (50% or more office),
540,000  square  feet of  office/warehouse  (less than 50%  office)  and 125,000
square feet of bulk warehouse. Each of these projects will be direct competition
to  Bryant  Lake  Business  Center.  However,  due to the lack of  office  space
throughout the Twin Cities,  traditional  office tenants have been lead to lease
office/showroom space as an alternative.  Many office/showroom owners, including
the Partnership,  have been able to substantially increase rental rates, leading
to increased property values.

The  current  office/warehouse  area in which  Bryant  Lake  Business  Center is
located,  includes  5,782,801 square feet of leasable space with a 4.6% vacancy.
The average annual effective rental rates range from $6.89 to $12.11 NNN (tenant
pays all operating  expenses,  including  taxes,  insurance  and  capital).  The
property  was  92%  leased  at  December  31,  1996  with a major  tenant  lease
expiration  occurring in September 1997. The tenant has one three year option to
renew,  however,  the space will also be marketed for lease if  necessary  after
March 31, 1997. The property is in excellent  physical  condition and no capital
improvements are planned for 1997.



                                  Page 5 of 41
<PAGE>


The occupancy  level at December 31,  expressed as a percentage of the total net
leasable square feet, and the average annual  effective rent per square foot for
the last five years were:

                    Occupancy Level         Average Annual Effective
     Year             Percentage              Rent Per Square Foot
     ----          ----------------           --------------------
     1996                   83%                      $7.85
     1995                 100%                        6.81
     1994                 100%                        6.48
     1993                  96%                        6.67
     1992                 100%                        6.48

The current annual effective rental rates ranged from $4.40 to $11.33 per square
foot.

In August 1996, the property lost a major tenant,  occupying 13,815 square feet,
due to financial  instability.  Management has successfully  leased 6,989 square
feet of the space and continues to market the remainder.

Two tenants  occupy ten percent or more of the  leasable  square  footage of the
property.  The  principal  terms of their  leases and the nature of the tenants'
businesses are as follows:
                                                    Data Collection
                         Zytec Corp.                Systems, Inc.
Nature of business       Manufacturer               Computer
                         of computer                programmers
                         components
Lease term               13 years                   7 years
Expiration date          9/30/97                    3/31/01
Square feet              28,375                     19,300
(% of total)             35%                        24%
Annual effective rent    $190,600                   $111,000
Rent increases           CPI                        13% in 1999
Renewal options          One 3 year option          One 5 year option

In the opinion of management, the property is adequately covered by insurance.

In 1996, the Bryant Lake Business Center,  Phases I and II property was assessed
property taxes of approximately $199,000 based on a tax rate of 6.38%.

As part of the 1990 workout of the Bryant Lake Phase III  mortgage  (see further
discussion  which follows),  the lender received as additional  security a first
lien  on the  Bryant  Lake  Phases  I and II  property,  but  at any  time,  the
Partnership  may furnish a letter of credit in the amount of  $1,738,838  to the
lender,  and upon the lender's  acceptance  of the letter of credit,  the lender
will release its first lien on the Bryant Lake Phases I and II property.

Bryant Lake Business Center - Phase III

On January 28, 1988,  the  Partnership  acquired a fifty  percent  (50%) general
partnership interest in Bryant Lake Associates,  Phase III, a California limited
partnership  ( "Phase  III"),  in order to acquire  Phase III of the Bryant Lake
Business  Center.  Total  consideration  paid by the  Partnership  of $3,251,900
included $826,900 in cash and assumption of 50% of the existing  $4,850,000 loan
secured by a first deed of trust on the property.

On November 30, 1990,  the  Partnership  purchased  the 50% limited  partnership
interest.  As consideration  for the purchase,  the seller is entitled to 25% of
net cash flow, if any, from operations and ultimate disposition of the property,
as provided in the purchase and sale  agreement.  Through  December 31, 1996, no
net cash flow payments have been due or payable to the seller.  As a consequence
of the purchase, Phase III was dissolved and the assets and liabilities of Phase
III were transferred to the Partnership.

                                  Page 6 of 41
<PAGE>

The property consists of three  single-story  buildings  totaling  approximately
91,732  square feet of  office/showroom  and  office/warehouse  space located on
approximately  8.038  acres on  Market  Place  Drive and  Valley  View  Road,  a
triangular  piece of land bound by Interstate  Highway 494,  Highway 62 and U.S.
Highway 169 in Eden Prairie, Minnesota, a southeastern suburb of Minneapolis.

The buildings, completed in 1986, have brick facades and decorative metal accent
features.  All  buildings  have truck  loading  docks and are equipped with fire
sprinkler systems.

The occupancy  level at December 31,  expressed as a percentage of the total net
rentable square feet, and the average annual  effective rent per square foot for
the last five years were:

                   Occupancy Level              Average Annual Effective
Year                 Percentage                   Rent Per Square Foot
----                 ----------                   --------------------
1996                      100%                          $7.22
1995                     100%                            7.16
1994                      96%                            6.68
1993                      97%                            6.35
1992                      91%                            5.16

The current average annual effective rental rates ranged from $5.20 to $9.28 per
square foot.

Three tenants  occupy ten percent or more of the leasable  square footage of the
property.  The  principal  terms of their  leases and the nature of the tenants'
businesses are as follows:

                         Seasonal                                Sales Force
                         Specialties, LLC     Keomed, Inc.       Companies, Inc.
Nature of business       Christmas supplies   Medical equip.     Food brokerage
                         wholesaler           sales and rental   company
Lease term               8 years              6 years            6 years
Expiration date          12/31/00             5/31/97            3/31/97
Square feet              21,304               10,083             17,455
(% of total)             23%                  11%                19%
Annual effective rent    $115,000             $73,320            $155,040
Rent increases           None                 None               None
Renewal options          None                 None               None

Two of the property's major tenants have lease  expirations in 1997.  Management
is  negotiating a lease renewal with Keomed,  Inc. which may include a reduction
in square  footage.  Management  has  extended  the  expiration  of Sales  Force
Companies,  Inc.  lease  to June  30,  1997 at  which  time  they  will  vacate.
Management is currently in negotiations with a possible tenant for 12,000 square
feet of that space.

In the opinion of management, the property is adequately covered by insurance.
In 1996,  the Bryant Lake  Business  Center - Phase III  property  was  assessed
property taxes of approximately $218,000 based on a tax rate of 6.57%.

In 1985,  the City of Eden Prairie,  Minnesota  issued  commercial  bonds in the
original  amount of  $4,850,000  made  payable  to a lender who in turn lent the
proceeds to Bryant Lake Partners pursuant to the terms of a loan agreement. With
the purchase of the interests in Bryant Lake Associates,  Phase III in 1990, the
Partnership  assumed the $4,850,000  loan. The loan is secured by first deeds of
trust on the Bryant Lake Phase III and Bryant  Lake  Phases I and II  properties
and requires monthly interest-only payments of $35,000 through October 1, 2015.

                                  Page 7 of 41
<PAGE>

From October 1, 1989 to October 31, 1990,  interest payments for Bryant Lake III
were in default.  On November 1, 1990, the Partnership entered into an agreement
with the lender. Under the terms of the agreement,  the lender waived delinquent
interest and other  charges of $351,000.  The remaining  delinquent  interest of
$424,000,  plus interest compounded monthly at 8% per year, will be deferred and
will be due and payable on or before November 1, 2000. At December 31, 1996, the
delinquent  interest totaled $693,000 and is included in interest payable on the
Partnership's 1996 balance sheet.

Country Suites By Carlson - Memphis

On August 1, 1988,  the  Partnership  purchased the Country  Suites By Carlson -
Memphis,  a 121-suite hotel located at 4300 American Way in Memphis,  Tennessee.
Total consideration paid of $5,502,700 included a cash payment of $4,131,700 and
a note in the original amount of $1,371,000 to which the property is subject.

The  property  is  situated  on the  north  side of  American  Way,  west of the
intersection of American Way & Cherry Road, approximately nine miles east of the
Memphis  Central  Business   District  and  1-1/2  miles  northeast  of  Memphis
International  Airport. The property was completed in February 1988 and consists
of four  three-story  buildings  containing  121  hotel  suites.  Each  suite is
furnished  and  features a complete  kitchen  facility,  except the mini suites,
which contain a microwave and small refrigerator.  Amenities include a centrally
located  swimming pool and spa, guest laundry  facilities  and conference  rooms
above the lobby area. An atrium  located at the rear of the  office/registration
area,  overlooks  the  courtyard  area.  An  elevator  located  adjacent  to the
courtyard area, services the three-story hotel.

The target market is small  corporate  business,  larger  contract  accounts and
government/military  business;  each of which  provide a strong base of week-day
revenues. In addition,  transient business and discounted leisure groups provide
on-going  week-end  revenues.  Marketing  efforts will  continue to focus on new
account  development within the business and government sector to build a strong
base of week-day clients.

From 1993 through 1996,  the hotel has  undergone  significant  improvements  in
order to meet and maintain the Country Suites By Carlson standards. By upgrading
the hotel's  physical  and  aesthetic  appeal,  management  has not only met the
Country Suites By Carlson franchise standards but also improved the average room
rates.  However,  the hotel's cash flow has not been sufficient to cover monthly
debt service payments.




                                  Page 8 of 41
<PAGE>


The 121 suites are summarized as follows:

                                             Sq. Ft.      Total
  No.        Description                   Per Suite    Sq. Ft.
   17        Twins                               367      6,239
   42        1 Bedroom                           367     15,414
    6        Kings                               367      2,202
   56        Studio                              248     13,888
-----                                                    ------
  121                                                    37,743

             Atrium lounge and office                     2,429
             Laundry and storage                          1,515
             Meeting rooms                                1,300
                                                         ------
             Total enclosed area                         42,987
                                                         ======
<TABLE>
<CAPTION>

The property's  average occupancy level and average daily room rate for the past
five years were:

                                    1996             1995              1994              1993             1992
                                    ----             ----              ----              ----             ----

<S>                                  <C>              <C>               <C>              <C>               <C>
Average occupancy level              69%              72%               75%              75%               72%
Average daily room rate             $58.25           $52.68            $53.21            $49.40           $50.80
</TABLE>

The above rates are for 1-7 night stays and include any extended stay, corporate
or military discounts.

According to research conducted by the Partnership's general manager,  competing
hotels in the area  averaged 72% occupancy and daily room rates of $57.00 during
1996.

In the opinion of management, the property is adequately covered by insurance.

In 1996, the Country Suites by Carlson - Memphis property was assessed  property
taxes of approximately $59,000 based on a tax rate of 3.18%.

The  property is owned by the  Partnership  in fee,  subject to a note and first
deed of trust in the original  amount of $3,471,000,  payable to GLENFED Service
Corporation.  The note  bears  interest  at a fixed 9% rate,  payable in monthly
principal  and interest  installments  of $28,951 until the note matures in July
1999,  when all principal and interest is due and payable.  In January 1997, due
to the  insufficient  cash flow of the  property in relation to the debt service
requirements,  the  Partnership  stopped  making debt service  payments and as a
result  is in  default  under  the  terms of the loan  which is  secured  by the
property. In addition,  the Partnership has received notice that the lender will
foreclose on the property on April 4, 1997.

Country Suites By Carlson - Tempe

On August 1, 1988, the Partnership  acquired an undivided  seventy-five  percent
(75%)  interest as Tenants in Common with  Outlook  Income Fund 10, a California
Limited  Partnership ("OIF 10"), in a 139-suite hotel known as Country Suites By
Carlson - Tempe,  located at 1660 East  Elliot Road and Harl  Avenue,  in Tempe,
Arizona.  OIF 10 was an affiliate  of the  Partnership  with similar  investment
objectives.  Total  consideration paid by the Tenancy in Common for the property
was  $7,786,800,  which  included a cash payment of $5,927,800  and a promissory
note in the original amount of $1,859,000, to which the property was subject.

On November 4, 1993,  the  Partnership  finalized  the purchase of the remaining
twenty-five  percent (25%)  interest from OIF 10 and Country Suites By Carlson -
Tempe  became  100%  owned  by the  Partnership.  The  total  purchase  price of
$1,225,000  included a cash  payment of $950,000  plus the  cancellation  of the
$275,000 note receivable from OIF 10.

                                  Page 9 of 41
<PAGE>

The property  contains  2.532 acres of level,  irregularly  shaped land,  at the
intersection  of Elliot Road and Harl Road,  with 468.94 feet of frontage  along
Harl Road and 175 feet of frontage  along Elliot Road. It is located one quarter
mile east of Interstate 10, south of Phoenix,  in the I-10 Commerce Center.  The
property was  completed in May 1988 and consists of five  three-story  buildings
containing  139 hotel  suites.  Each suite is furnished  and features a complete
kitchen  facility,  except the studio units,  which contain a microwave oven and
refrigerator.  Amenities  include a centrally located swimming pool and spa; two
guest  laundry  facilities;  1,000  square feet of meeting  rooms and two heated
pools   including   a  child   pool.   An  atrium   located   adjacent   to  the
office/registration area overlooks the courtyard area.

The hotel is well located within the high tech, government and business strip in
the fourth largest and most progressive  city in the valley.  Although the local
economy is fairly strong, low visibility from the freeway and the effects of the
recession  on travel had curbed the  hotel's  profitability.  Furthermore,  city
government will not approve a larger sign to improve visibility of the hotel, so
management is considering other options to attract "walk-in"  business.  Despite
these  local  factors,   management  uses  aggressive  marketing  and  a  strong
reservations  network which  resulted in an improvement in room rates during the
course of the year.

The target markets  include tour groups which  resulted in a high  percentage of
total  revenues.  Management  also continues to develop  commercial  accounts to
provide a base for non-tourist  season.  In addition,  an account  executive has
been hired to focus on direct sales calls to maximize  new account  development.
Furthermore,  the franchise  reservation  system,  which books the highest rated
room  rates,  has  matured  and helps to aid the  property  in  earning a higher
average daily room rate. The discount  segment  constituted  the largest base of
revenues.

From 1993 through 1996,  the hotel has  undergone  significant  improvements  in
order to meet and maintain the Country Suites By Carlson standards. By upgrading
the hotel's  physical  and  aesthetic  appeal,  management  has not only met the
Country Suites By Carlson franchise standards but also improved the average room
rates.

The 139 suites are summarized as follows:

                                        Sq. Ft.                    Total
    No.         Description           Per Suite.                  Sq. Ft.
    ---         -----------           ----------                  -------
     29         Queens                       361                   10,469
     24         1 Bedroom                    361                    8,664
     13         Kings                        418                    5,434
     71         Studio                       196                   13,916
      2         Handicap                     361                      722
   ----                                                           -------
    139                                                            39,205

         Office, laundry and storage, elevator, meeting rooms       5,240
         Total enclosed area                                       44,445




                                 Page 10 of 41
<PAGE>

<TABLE>
<CAPTION>

The property's  average occupancy level and average daily room rate for the last
five years were:

                                     1996              1995             1994              1993            1992
                                     ----              ----             ----              ----            ----
<S>                                  <C>               <C>              <C>               <C>             <C>
Average occupancy level              83%               87%              85%               70%             53%
Average daily room rate              $64.12            $49.82           $44.60            $43.70          $45.80
</TABLE>

The above rates are for 1-7 night stays and include any extended stay, corporate
or military discounts.

According to research conducted by the Partnership's general manager,  competing
hotels in the area  averaged 86% occupancy and daily room rates of $62.00 during
1996.

In the opinion of management, the property is adequately covered by insurance.

In 1996, the Country  Suites by Carlson - Tempe  property was assessed  property
taxes of approximately $107,000 based on a tax rate of 14.51%.

The  Partnership  owns the property  subject to a note and first deed payable to
GLENFED  Service  Corporation.  The note bears  interest  at a fixed rate of 9%,
payable in monthly principal and interest installments of $22,529 until the note
matures in July 1999,  when all  principal and interest will be due and payable.
The  outstanding  principal  balance  of the  note at  December  31,  1996,  was
$2,701,000.


Item 3.            Legal Proceedings

None.

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

None.


                                 Page 11 of 41
<PAGE>


                                     PART II

Item 5.            Market  for   Partnership's   Common   Equity   and   Related
                   Stockholders Matters

Market Information

The units of limited partnership  interest in the Partnership (the "Units") have
limited  transferability.  There is no public market for the Units and it is not
expected that any will develop.  There are restrictions upon the transferability
of Units,  including requirements as to the minimum number of Units which may be
transferred,  and  that the  General  Partner  must  consent  to any  transferee
becoming a substituted limited partner (which consent may be granted or withheld
at the sole  discretion of the General  Partner).  In addition,  restrictions on
transfer may be imposed  under  certain  state  securities  laws.  Consequently,
holders of Units may not be able to liquidate  their  investments  and the Units
may not be readily acceptable as collateral.

Holders

As of December 31, 1996,  there were 2,061 holders of record for the  35,727,572
Equity  Units and 236  holders  of record  for the  4,591,000  Notes,  including
3,288,000 Participating Notes purchased by the Partnership.

Cash Distributions

The  Partnership  paid  distributions  to  the  Equity  Unit  investors  at a 9%
annualized  rate from  inception  through the quarter  ended  December  31, 1988
(except the quarter  ended June 30, 1988,  which was 8%), a 6% rate from January
1, 1989 through the quarter ended  December 31, 1989 and a 3% rate for 1990. All
such distributions paid to partners have represented return of capital.

In order to rebuild reserves and provide cash for capital and leasing  expenses,
distributions  were  suspended   beginning  with  the  first  quarter  of  1991.
Management is unable to predict when distributions will be resumed.

Funds are not expected to become available for distribution to the owners of the
Notes until the properties  acquired by the Partnership are either refinanced or
sold and all specified priority entitlements have been satisfied under the terms
of the Notes.  However, the Partnership may prepay principal and the accrued 12%
per annum  non-compounded  interest at any time. Any partial prepayments must be
made pro rata to  Noteholders.  At maturity,  December 31, 1997,  all  remaining
principal and interest,  excluding  contingent  interest,  must be paid in full,
unless at the sole discretion of the General  Partner,  the due date is extended
to a date no later than one year after stated maturity.

At December 31, 1996, holders of Equity Units had an original capital balance of
$35,742,600  and  cumulative  priority  returns  of  approximately  $22,425,000.
Holders  of  the  Notes  had  a  principal  balance  of  $4,591,800   (including
Participating  Notes of $3,288,000  repurchased by the  Partnership) and accrued
interest of approximately  $5,125,000  (including accrued interest of $3,650,000
relating to the Participating  Notes purchased by the Partnership).  The capital
accounts of the Equity Unit  holders  continue to accrue  priority  returns at a
rate of 9% per annum. The cumulative priority returns of the Equity Unit holders
do not represent  obligations of the  Partnership,  but only  represent  amounts
which must be paid before any distributions  can be paid to other partners.  The
principal  balance of the Notes  continues to accrue  interest at a rate of 12%.
Reference should be made to the Partnership's  partnership  agreement for a more
complete description of preferential distributions.



                                 Page 12 of 41
<PAGE>

Item 6.            Selected Financial Data
<TABLE>
<CAPTION>
The  following is selected  data for the five years ended  December 31, 1996 (in
thousands, except per Unit data).

The financial data should be read in conjunction  with the financial  statements
and related notes contained elsewhere in this report. This financial data is not
covered by the reports of the independent public accountants.

                                             1996           1995            1994            1993           1992
                                             ----           ----            ----            ----           ----
<S>                                     <C>           <C>             <C>            <C>             <C>
Revenues                               $     7,686    $      8,202    $      10,061  $      9,913    $      9,642

Net loss before
 extraordinary items (1)               $      (337)   $     (1,134)   $      (2,893) $     (3,949)   $     (2,646)

Net income (loss)                      $       111    $        969    $      (2,893) $     (3,521)   $     (2,646)

Net loss per Equity Unit
 before extraordinary item             $     (0.01)   $      (0.03)   $       (0.08) $      (0.11)   $      (0.07)

Net income (loss)
 per Equity Unit                       $       ---    $       0.03    $       (0.08) $      (0.10)   $      (0.07)

Total assets                           $    23,489    $     24,047    $      38,279  $     41,761    $     45,910

Secured notes
 payable                               $    16,325    $     15,345    $      26,076  $     27,223    $     26,451

Participating Notes                    $     4,591    $      4,591    $       5,229  $      5,229    $      5,229
<FN>

(1) See the  discussion  regarding  the  extraordinary  items  included  in Note 3 and 6 of the Notes to  Financial
Statements.
</FN>
</TABLE>

Item 7.            Management's  Discussion and Analysis of Financial  Condition
                   and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

Outlook  Income Fund 9 was formed to invest in improved,  income-producing  real
estate with the following  objectives:  (i) preserve and protect  capital,  (ii)
provide  substantially  tax-sheltered  distributions to Equity Unit holders, and
(iii) offer the potential for appreciation in value.

The  Partnership's  original  plan was to pay 9%  current  distributions  to the
Equity Unit  investors.  The primary  source for these  distributions  was to be
two-fold:  first, income warranties given by sellers to maintain property income
at a high level while the properties were in their start-up  phase;  and second,
deferred  interest  debt that  allowed the  Partnership  to use  borrowed  money
without having to make current loan payments.  Most of the  Partnership's  debt,
including the Notes,  was of this type. Thus, the income  warranties  subsidized
the property income, and the deferred interest debt allowed cash flow that would
normally  have been required for debt service to be used for  distributions.  By
using these techniques,  the Partnership was able to pay distributions at a high
level in the hope that the actual property cash flow and value of the properties
would  increase  enough  that,  (i)  when the  income  warranties  and  interest
deferrals  expired,  the  property  cash flow would cover the new loan  payments
without reducing  distributions,  and (ii) when the property was sold, the value
would  have  increased  enough to absorb  the higher  mortgage  balance  without
eroding the original  equity.  It is now evident that the original  overall plan
will not be realized.  The Partnership  historically  paid more in distributions
than it earned, and depleted its reserves. Distributions made by the Partnership
ceased after 1990. All prior distributions  represented a return of capital. The
Partnership   realized   positive  cash  flows  from  operations  after  capital
improvements,  leasing  commissions and debt service in the years ended 1996 and
1995. However, at this time,  management is unable to predict when distributions
will resume.

At December  31,  1996,  the  Partnership's  cash  balance was  $1,121,000.  The
remainder of the  Partnership's  assets consist primarily of it's investments in
real properties which totaled $19,689,000 at December 31, 1996.

                                 Page 13 of 41
<PAGE>

Due to continued  insufficient  funds  generated  from  operations to cover debt
service,  the Partnership  discontinued  the payment of debt service on the loan
secured by the Country Suites by Carlson - Memphis  property in January 1997. On
March 14, 1997, the Partnership  received a Notice of Foreclosure on the Country
Suites by Carlson Memphis property and a foreclosure sale is scheduled for April
4, 1997.  The  Country  Suites by Carlson - Memphis  property is  classified  as
rental  property  held pending  foreclosure  on the  Partnership's  1996 balance
sheet.

On March 13, 1997,  the  Partnership  entered into a purchase and sale agreement
with an  unaffiliated  third party for the sale of Lake Mead  Estates  Apartment
complex.  The sale is expected to close escrow in June 1997 for a purchase price
of $5,000,000. With the proceeds from the sale, the Partnership would payoff the
related  debt on the  property  and pay the  Noteholders  their  portion  of the
principal  and  stated  interest  related  to the Lake Mead  Estates  Apartments
property.  The remaining  proceeds will be used to replenish cash reserves.  The
Lake Mead Estates  Apartment  property is classified as rental property held for
sale on the Partnership's 1996 balance sheet.

On March 28, 1995,  the  Partnership  sold  Millwood  Estates  Apartments  to an
unaffiliated  third party for  $10,400,000,  out of which $7,572,400 was used to
payoff the  outstanding  note secured by the property and $2,000,000 was used to
payoff the note payable used to repurchase  Participating Notes (as discussed in
Note 6 of the Notes to the Financial  Statements).  The Partnership recognized a
gain on the  sale of  $154,000  which  is  included  in the  1995  statement  of
operations.

As the estimated fair value of the Regency Residence property was lower than the
debt secured by the property and the cash flow generated by the property did not
cover debt service,  the  Partnership  transferred the property to the bank by a
deed-in-lieu of foreclosure in 1995.

On November 15, 1994, the Partnership sold Branford Business Park property to an
unaffiliated  third  party for  $2,675,000,  out of which  $700,000  was used to
payoff the  outstanding  note  secured by the  property.  Under the terms of the
transaction,  the Partnership financed a $2,000,000  promissory note, secured by
the property, at an interest rate of 8.5% with interest-only  payments due until
maturity on November 11, 1999.  The  Partnership  realized a loss on the sale of
$257,000  which is included in the  Partnership's  1994 statement of operations.
Payments on the related  note  receivable  are current  through the date of this
filing.

In the fourth quarter of 1995, the  Partnership  adopted  Statement of Financial
Accounting Standards No. 121 (SFAS 121) "Accounting for Impairment of Long-Lived
Assets  and  Long-Lived  Asset to be  Disposed  of".  There was no impact on the
financial  position or results of operations of the Partnership from the initial
adoption of SFAS 121.

Management  intends to present a plan of  liquidation  for an  investor  vote in
1997. The carrying value of the  investments in real estate at December 31, 1996
does not purport to represent  the  ultimate  sales price the  Partnership  will
realize from the  disposition  of these assets nor are the amounts  reflected in
the accompanying  financial statements intended to represent the ultimate amount
to be distributed to partners if the plan is adopted.




                                 Page 14 of 41
<PAGE>



RESULTS OF OPERATIONS

Comparison  of the year ended  December 31, 1996 to the year ended  December 31,
1995

Rental income decreased $402,000 or 5% in 1996 compared to 1995 primarily due to
the disposition of Millwood Estates Apartments and Regency Residence  properties
in 1995 which  account  for a decrease  in revenue  of  $445,000  and  $612,000,
respectively.  This  decrease is partially  offset by an increase in revenues at
the Memphis and Tempe hotels of $110,000 and $518,000,  respectively,  due to an
increase in average daily room rates.

Interest and other income  increased  $40,000 or 9% in 1996 compared to 1995 due
to additional interest income as a result of higher invested cash balances.

Operating  expenses  decreased  by  $537,000  or 10% in  1996  compared  to 1995
primarily due to the  disposition  of Millwood  Estates  Apartments  and Regency
Residence  properties  in 1995 which  account for  $289,000  and $520,000 of the
decrease,  respectively.  The  decrease in expenses was  partially  offset by an
increase in expenses  at the Memphis and Tempe  hotels of $45,000 and  $161,000,
respectively.  The Memphis hotel realized an increase in repairs and maintenance
as a result of aging of the  building.  The Tempe hotel  realized an increase in
room  related  expenses and  management  and  franchise  fees as a result of the
increase in operating revenues.

The  decrease in interest  expense in 1996 of $475,000 or 21% is a result of the
disposition of Millwood Estates Apartments and Regency Residence  properties and
their  related  notes  payable  which  account for  $180,000 and $106,000 of the
decrease,  respectively.  In addition,  $164,000 of the decrease  relates to the
repurchase of the Participating Notes by the Partnership, offset by the increase
in interest related to an increase in outstanding debt.

The decrease in  depreciation  and  amortization of $163,000 or 12% from 1996 to
1995 is a result of the decrease in depreciable assets due to the disposition of
Millwood Estates Apartments and Regency Residence properties in 1995.

General  and  administrative  expenses  decreased  by  $138,000  or 25% in  1996
compared  to  1995  primarily  due to  decreased  overhead  as a  result  of the
disposition of Millwood Estates  Apartments and Regency Residence  properties in
1995.

As discussed in Note 6 of the Notes to Financial  Statements,  the repurchase of
Participating Notes and the forgiveness of the related accrued interest resulted
in a gain of $448,000  and is included on the  Partnership's  1996  statement of
operations.

Comparison  of the year ended  December 31, 1995 to the year ended  December 31,
1994

Rental income decreased  $2,214,000 or 23% in 1995 compared to 1994 primarily as
a result of the  dispositions  of the Millwood  Estates  Apartments  and Regency
Residence  properties  in 1995 and the Branford  Business  Park in November 1994
which   accounted  for  a  decrease  of   $1,369,000,   $911,000  and  $302,000,
respectively.  This decrease is partially  offset by an increase in revenue from
the Tempe hotel of $289,000 due to an increase in the average daily room rate.

Interest and other income  decreased by $56,000 in 1995  compared to 1994 due to
lower prevailing interest rates and average invested cash balances during 1995.

Operating  expenses  decreased  by  $1,402,000  or 21% in 1995  compared to 1994
primarily as a result of the dispositions of the Millwood Estates Apartments and
Regency Residence  properties in 1995 and the Branford Business Park property in
November 1994 which accounted for a decrease of $665,000, $845,000 and $163,000,
respectively.  The decrease was  partially  offset by an increase in expenses at
the Tempe hotel of $192,000 as a result of an increase in room related  expenses
and  management  and  franchise  fees as a result of the  increase in  operating
revenues.

                                 Page 15 of 41
<PAGE>

The 1995 decrease in depreciation  and amortization of $432,000 or 25% from 1994
is a result of the decrease in depreciable assets resulting from the disposition
of the Millwood Estates Apartments and Regency Residence properties.

The  decrease  in  interest  expense of  $934,000  or 29% from 1995 to 1994 is a
result  of the  disposition  of the  Millwood  Estates  Apartments  and  Regency
Residence  properties  and their related  notes  payable  which  accounted for a
$554,000  and $214,000  decrease,  respectively.  In  addition,  $170,000 of the
decrease  relates to the  combination  of the repurchase and the pay-down of the
Participating Notes by the Partnership.

As  discussed  in Note 3 of the  Notes  to  Financial  Statements,  the  sale of
Millwood  Estates  Apartments  resulted in a gain of $154,000 and is included on
the Partnership's 1995 statement of operations.

As  discussed  in Note 3 of the  Notes  to  Financial  Statements,  the  Regency
Residence  deed-in-lieu  of  foreclosure  resulted in a gain of $188,000  and is
included on the Partnership's 1995 statement of operations.

As discussed in Note 6 of the Notes to Financial  Statements,  the repurchase of
Participating Notes and the forgiveness of the related accrued interest resulted
in a gain of $1,915,000 and is included on the  Partnership's  1995 statement of
operations.

As  discussed in Note 3 of the Notes to Financial  Statements,  the  Partnership
recorded a provision for  impairment of investment in real estate of $836,000 on
it's 1994  statement of operations  to reduce the carrying  value of the Regency
Residence property to the balance of the note payable and accrued interest.



                                 Page 16 of 41
<PAGE>


Item 8.           Financial Statements and Supplementary Data


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP


                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


                                                                           Page

Report of Independent Public Accountants....................................18

Financial Statements:
      Balance Sheets at December 31, 1996 and 1995..........................19

       Statements of Operations for the years ended December 31,
       1996, 1995 and 1994..................................................20

       Statements  of Partners'  Equity  (Deficit) for the years
       ended December 31, 1996, 1995 and 1994...............................21

       Statements of Cash Flows for the years ended December 31,
       1996, 1995 and 1994..................................................22

      Notes to Financial Statements.........................................24

Financial Statement Schedules:
       Schedule  III  -  Real  Estate  Investments  and  Related
       Accumulated  Depreciation  at December  31, 1996 and Note
       thereto............................................................. 33

       Schedule IV - Mortgage Loan  Receivable,  Secured by Real
       Estate at December 31, 1996 and Note thereto.........................35


Financial  statement  schedules  not included  have been omitted  because of the
absence of conditions  under which they are required or because the  information
is included elsewhere in this report.




                                 Page 17 of 41
<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
OUTLOOK INCOME FUND 9, A CALIFORNIA LIMITED PARTNERSHIP:


We have  audited the  accompanying  balance  sheets of OUTLOOK  INCOME FUND 9, A
CALIFORNIA LIMITED PARTNERSHIP as of December 31, 1996 and 1995, and the related
statements of operations,  partners' equity (deficit) and cash flows for each of
the  three  years  in the  period  ended  December  31,  1996.  These  financial
statements  and the schedules  referred to below are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements and schedules 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 OUTLOOK  INCOME FUND 9, A
CALIFORNIA LIMITED PARTNERSHIP as of December 31, 1996 and 1995, and the results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The accompanying  schedules listed in the
index to financial  statements  and  schedules  is presented  for the purpose of
complying  with the  Securities  and  Exchange  Commission's  rules and is not a
required  part of the basic  financial  statements.  This  information  has been
subjected  to the  auditing  procedures  applied  in  our  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.


Arthur Anderson

SanFrancisco,  California
  February 11, 1997 (except with respect to the matters
   discussed in Note 3, as to which the date is March 17, 1997)



                                 Page 18 of 41
<PAGE>


<TABLE>
<CAPTION>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                 Balance Sheets
                           December 31, 1996 and 1995
                    (in thousands, except units outstanding)


Assets                                                               1996                 1995
------                                                             --------             ------
<S>                                                             <C>                   <C>
Investments in real estate:
    Rental property, net of accumulated
       depreciation of $6,183 and $9,543
       in 1996 and 1995, respectively                           $       12,397        $      20,552
    Rental property held for sale, net                                   3,917                   --
    Rental property held pending foreclosure                             3,375                   --
                                                                  ------------         ------------
         Net real estate investments                                    19,689               20,552

Cash and cash equivalents                                                1,121                  591
Notes receivable                                                         2,000                2,000
Accounts receivable, net                                                   119                  177
Deferred financing costs and other fees, net
    of accumulated amortization of $1,219 and
    $1,225 in 1996 and 1995, respectively                                  435                  568
Other assets                                                               125                  159
                                                                  ------------        -------------

         Total assets                                           $       23,489        $      24,047
                                                                 =============         ============

Liabilities and Partners' Equity (Deficit)
Liabilities:
    Notes payable                                               $       16,325        $      15,345
    Participating notes:
      Notes issued                                                       4,591                4,591
      Accrued interest, thereon                                          5,125                4,582
      Less: Notes repurchased by the Partnership                        (3,288)              (2,329)
      Accrued interest, thereon                                         (3,650)              (2,297)
                                                                  ------------        -------------
         Net due to outside holders                                      2,778                4,547

    Accounts payable and accrued expenses                                  448                  380
    Interest payable                                                       769                  719
    Other liabilities                                                       65                   63
                                                                  ------------        -------------
         Total liabilities                                              20,385               21,054
                                                                  ------------        -------------

Partners' Equity (Deficit):
    General partner                                                       (396)                (397)
    Limited partners, 35,727,572 and 35,742,572
      equity units outstanding in 1996 and 1995,
      respectively                                                       3,500                3,390
                                                                  ------------        -------------

         Total partners' equity                                          3,104                2,993
                                                                  ------------        -------------

Total liabilities and partners' equity                          $       23,489        $      24,047
                                                                 =============         ============

</TABLE>

 The accompanying notes are an integral part of these financial statements.

                                 Page 19 of 41
<PAGE>


<TABLE>
<CAPTION>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                            Statements of Operations
              For the years ended December 31, 1996, 1995 and 1994
                     (in thousands, except per unit amounts)


                                                                                    1996            1995            1994
                                                                                    ----           ------          -----
<S>                                                                            <C>            <C>             <C>
Revenue:
 Rental income                                                                 $      7,208   $      7,610    $      9,824
 Interest and other income                                                              478            438             494
 Gain (loss) on sale of property                                                         --            154            (257)
                                                                                -----------    -----------    -------------

    Total revenue                                                                     7,686          8,202          10,061
                                                                                -----------    -----------    ------------
Expenses:
 Operating, including $1,841, $1,798 and $2,618
    paid to affiliates in 1996, 1995 and 1994, respectively                           4,646          5,183           6,585
 Interest                                                                             1,811          2,286           3,220
 Depreciation and amortization                                                        1,147          1,310           1,742
 Provision for impairment of investment in
    real estate                                                                          --             --             836
 General and administrative, including $281, $458 and
    $468 paid to affiliates in 1996, 1995 and 1994, respectively                        419            557             571
                                                                               ------------   ------------    ------------

        Total expenses                                                                8,023          9,336          12,954
                                                                                -----------    -----------    ------------

Net loss before extraordinary items                                                    (337)        (1,134)         (2,893)

Extraordinary items:
 Gain on debt forgiveness                                                                --            188              --
 Gain from Participating Notes purchased                                                448          1,915              --
                                                                                -----------    -----------    ------------

       Total extraordinary items                                                        448          2,103              --
                                                                                -----------    -----------    ------------

Net income (loss)                                                              $        111   $        969    $     (2,893)
                                                                                ===========    ===========     ===========

Net income (loss) per Equity Unit:
 Before extraordinary items                                                    $     (0.01)   $      (0.03)   $      (0.08)
 Extraordinary items                                                                  0.01            0.06              --
                                                                                 ---------      ----------      -----------
    Total                                                                      $        --     $       0.03 $        (0.08)
                                                                                ==========      ===========     ===========

Weighted  average number of Equity Units
 outstanding  during the period used to
 compute net income (loss)
 per Equity Unit                                                                 35,732,957     35,742,572      35,742,572
                                                                                ===========    ===========     ===========



</TABLE>


 The accompanying notes are an integral part of these financial statements.



                                 Page 20 of 41
<PAGE>


<TABLE>
<CAPTION>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Statements of Partners' Equity
                     (Deficit) For the years ended December
                             31, 1996, 1995 and 1994
                                 (in thousands)


                                                                         General          Limited
                                                                        Partner          Partners         Total

<S>                 <C> <C>                                         <C>             <C>              <C>
Balance at December 31, 1993                                        $        (378)  $       5,295    $     4,917

Net loss                                                                      (29)         (2,864)        (2,893)
                                                                     ------------    ------------     ----------

Balance at December 31, 1994                                                 (407)          2,431          2,024

Net income                                                                     10             959            969
                                                                     ------------     -----------     ----------

Balance at December 31, 1995                                                 (397)          3,390          2,993

Net income                                                                      1             110            111
                                                                     ------------    ------------     ----------

Balance at December 31, 1996                                        $        (396)  $       3,500    $     3,104
                                                                     =============   ============     ==========



</TABLE>





















 The accompanying notes are an integral part of these financial statements.

                                 Page 21 of 41
<PAGE>
<TABLE>
<CAPTION>
                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                            Statements of Cash Flows
              For the years ended December 31, 1996, 1995 and 1994
                                 (in thousands)

                                                                           1996                1995                  1994
                                                                           ----              -------               ------
Cash flows from operating activities:
<S>                                                                  <C>                 <C>                  <C>
Net income (loss)                                                    $         111       $         969        $     (2,893)
Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
    Depreciation and amortization                                            1,147               1,310               1,742
    Amortization of loan fees, included in interest expense                     99                 226                 139
    Provision for impairment of investment in real estate                       --                  --                 836
    (Gain) loss on sale of property                                             --                (154)                257
    Gain on debt forgiveness                                                    --                (188)                 --
    Gain from purchase of Participating Notes                                 (448)             (1,915)                 --
Changes in certain assets and liabilities:
    Accounts receivable                                                         58                 (90)                 --
    Deferred financing costs and other fees                                    (36)               (121)                (28)
    Other assets                                                                34                  89                 (47)
    Accounts payable and accrued expenses                                       68                 113                 (33)
    Interest payable                                                           213                 358                 633
    Other liabilities                                                            2                 (11)                (70)
                                                                       -----------         ------------        ------------

        Net cash provided by operating activities                            1,248                 586                 536
                                                                       -----------         -----------         -----------

Cash flows from investing activities:
    Additions to real estate                                                  (214)               (439)               (496)
    Proceeds from sale of property                                               --               9,557                 --
    Closing costs on sale of Branford                                            --                 --                (166)

        Net cash provided by (used for) investing activities                  (214)              9,118                (662)
                                                                       ------------        -----------         ------------

Cash flows from financing activities:
    Notes payable principal payments                                          (120)             (9,696)               (448)
    Borrowings on note payable                                               1,100               2,500                  --
    Payment of Participating Notes and accrued
      interest from Millwood sale                                               --                (609)                 --
    Buy-back of Participating Notes - discounted                            (1,484)             (2,109)                 --
                                                                       -----------         -----------         -----------

          Net cash used for financing activities                              (504)             (9,914)               (448)
                                                                       ------------        -----------         ------------

Net increase (decrease) in cash and cash equivalents                           530                (210)               (574)

Cash and cash equivalents at beginning of year                                 591                 801               1,375
                                                                       -----------         -----------         -----------

Cash and cash equivalents at end of year                              $      1,121        $        591        $        801
                                                                       ===========         ===========         ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                 Page 22 of 41
<PAGE>


<TABLE>
<CAPTION>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                      Statements of Cash Flows - continued
              For the years ended December 31, 1996, 1995 and 1994
                                 (in thousands)


<S>                                                                   <C>                <C>                  <C>
Supplemental disclosure of cash flow information:
    Cash paid for interest                                            $      2,018       $       2,026        $      2,247
                                                                       ===========        ============         ===========

Supplemental disclosure of non-cash transactions:
    Reduction of accrued interest payable resulting
       from purchase of Participating Notes at
       discount                                                       $       973         $    1,915          $         --
                                                                      ===========         ==========          ============

    Receipt of Notes receivable in sale of property                   $        --         $       --          $      2,000
                                                                      ===========         ==========          ============

    Proceeds from sale used to pay-down note payable                  $        --         $       --          $        700
                                                                      ===========         ==========          ============



</TABLE>




 The accompanying notes are an integral part of these financial statements.

                                 Page 23 of 41
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994

Note 1.           ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Outlook Income Fund 9, a California Limited Partnership, (the "Partnership") was
organized on August 29, 1986 in accordance with the provisions of the California
Revised  Limited  Partnership  Act  for  the  purpose  of  purchasing,  holding,
operating,  leasing and selling various  properties.  The Partnership  commenced
operations on March 5, 1987.  Through a registered  public offering,  60,000,000
units of limited  partnership  interest (the "Equity Units"), at $1.00 per unit,
were  authorized for sale. The sale of Equity Units was concluded on January 11,
1988, when 35,742,572  Equity Units were sold. The Partnership also raised funds
by selling  $5,228,811 in  non-recourse  Participating  Notes (the "Notes") (see
Note 6). Glenborough  Corporation and Robert Batinovich are the general partners
(collectively, the "General Partner").

During the year ended December 31, 1996,  15,000 units were abandoned by limited
partners.  Limited  partners  abandon  their units when they desire to no longer
receive a K-1 from the Partnership.  The equity of the abandoned limited partner
units has been allocated to the remaining limited partners.

The Partnership  Agreement  provides for varying  allocations of net income, net
loss and distributions (see Note 7).

Management  intends to present a plan of  liquidation  for an  investor  vote in
1997. The carrying value of the  investments in real estate at December 31, 1996
does not purport to represent  the  ultimate  sales price the  Partnership  will
realize from the  disposition  of these assets nor are the amounts  reflected in
the accompanying  financial statements intended to represent the ultimate amount
to be distributed to partners if the plan is adopted.

Significant Accounting Policies

Basis of Accounting - The accompanying  financial  statements have been prepared
on the  accrual  basis of  accounting  in  accordance  with  generally  accepted
accounting  principles  under the presumption that the Partnership will continue
as a going concern. As discussed above,  management intends to present a plan of
Partnership  liquidation for an investor vote in 1997. However,  the liquidation
proceeds and the timing thereof are not currently estimable,  nor is approval of
such plan assured.  Accordingly,  the accompanying  financial  statements do not
provide for any adjustments  relating to the aforementioned  plan of liquidation
if it is adopted.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that effect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported results of operations  during the reporting  period.
Actual results could differ from those estimates.

Risks and Uncertainties - The Partnership's ability to (i) achieve positive cash
flow  from   operations,   (ii)  meet  its  debt   obligations,   (iii)  provide
distributions  either  from  operations  or  the  ultimate  disposition  of  the
Partnership's properties or (iv) continue as a going concern, may be impacted by
changes in interest rates, property values,  geographic economic conditions,  or
the entry of other  competitors  into the  market.  The  accompanying  financial
statements do not provide for adjustments with regard to these uncertainties.

                                 Page 24 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994

Investments in Real Estate - In March, 1995, the Financial  Accounting Standards
Board issued  Statement of Financial  Accounting  Standards  No. 121 (SFAS 121),
"Accounting  for  Impairment of Long-Lived  Assets and  Long-Lived  Assets to be
Disposed Of." The  Partnership  adopted SFAS 121 in the fourth quarter of fiscal
1995.  SFAS 121  requires  that an  evaluation  of an  individual  property  for
possible  impairment be performed  whenever  events or changes in  circumstances
indicate  that an  impairment  may have  occurred.  There  was no  impact on the
carrying value of the  Partnership's  real estate  investments  from the initial
adoption of SFAS 121.

Rental Property - Rental  properties,  including the related land, are stated at
cost and unless events or  circumstances  indicate that cost cannot be recovered
in which  the case  carrying  value is  reduced  to the  estimated  fair  value.
Estimated  fair  value:  (i) is  based  upon  the  Partnership's  plans  for the
continued  operation of each property;  (ii) is computed using  estimated  sales
price,  as  determined by prevailing  market values for  comparable  properties,
and/or the use of  capitalization  rates multiplied by annualized  rental income
based upon the age,  construction  and use of the  building,  and (iii) does not
purport, for a specific property,  to represent the current sales price that the
Partnership  could obtain from third parties for such property.  The fulfillment
of the Partnership's  plans related to each of its properties is dependent upon,
among other things,  the presence of economic  conditions  which will enable the
Partnership  to  continue  to hold and  operate  the  properties  prior to their
eventual sale. Due to uncertainties inherent in the valuation process and in the
economy,  it is  reasonably  possible  that the actual  results of operating and
disposing of the  Partnership's  properties  could be materially  different than
current expectations.

Depreciation is provided using the straight line method over the useful lives of
the  respective  assets.  Depreciation  of  buildings  and their  components  is
computed using the  straight-line  method over useful lives ranging from five to
thirty years. Major  replacements and improvements are capitalized,  and repairs
and maintenance are charged to operations as incurred.

Rental  Property Held for Sale - Rental  property held for sale is stated at the
lower of cost or estimated  fair value.  Estimated  fair value is computed using
estimated  sales price or appraised value of the property less selling costs and
does not purport, for a specific property, to represent the sales price that the
Partnership could obtain from third parties for such property. Once the property
is classified as held for sale, the Partnership  will cease  depreciation of the
asset.

Rental  Property  Held  Pending  Foreclosure  -  Rental  property  held  pending
foreclosure  is  stated  at a value  which  approximates  the  outstanding  debt
associated with the property.

Cash Equivalents - The Partnership considers short-term  investments  (including
certificates of deposit) with a maturity of less than ninety days at the time of
purchase to be cash equivalents.

Deferred  Costs - Deferred loan fees are amortized  over the life of the related
loans. Amortization expense, which is included in interest expense, was $99,000,
$226,000  and $139,000  for the years ended  December  31, 1996,  1995 and 1994,
respectively.  Deferred lease  commissions  are amortized over the initial fixed
term of the related lease agreement.  Amortization expense was $55,000,  $58,000
and $62,000 for the years ended December 31, 1996, 1995 and 1994,  respectively.
Deferred  organization  costs on the hotel  properties  are amortized  over five
years on a straight-line  basis.  Amortization expense was $14,000 for the years
ended  December  31, 1996 and 1995 and $15,000 for the year ended  December  31,
1994.

                                 Page 25 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994

Rental Income - All leases are classified as operating leases.  Rental income is
recognized as earned over the terms of the leases.

Net  Income  (Loss)  Per Equity  Unit - Net  income  (loss)  per Equity  unit is
calculated using the weighted average number of Equity Units outstanding  during
the year and the net income or loss allocated to such units.

Income  Taxes - Federal and state income tax laws provide that income or loss of
the Partnership is reportable by the partners in their tax returns. Accordingly,
no  provisions  for such  taxes  have  been made in the  accompanying  financial
statements. The Partnership reports certain transactions differently for tax and
financial reporting purposes.

Reclassifications  - Certain 1995 and 1994  balances have been  reclassified  to
conform with the current year presentation.

Note 2.           TRANSACTIONS WITH AFFILIATES

In accordance with the Limited Partnership  Agreement,  the Partnership paid the
General  Partner and its affiliates  compensation  for services  provided to the
Partnership.  Glenborough  Corporation provides property management services and
has been compensated as follows:

                                        1996            1995            1994
                                      ------          --------        ------
Property management fees          $   138,000       $  157,000     $   236,000
Property salaries (reimbursed)        140,000          177,000         334,000
Hotel management fees                 235,000          235,000         270,000
Hotel salaries (reimbursed)         1,328,000        1,229,000       1,778,000
                                    ---------        ---------       ---------
                                  $ 1,841,000       $1,798,000     $ 2,618,000
                                 ============        =========       =========

The Partnership also reimbursed  Glenborough  Corporation for expenses  incurred
for services provided to the Partnership such as accounting,  investor services,
data  processing,  duplicating  and office  supplies,  legal and  administrative
services,  and the  actual  costs  of  goods  and  materials  used for or by the
Partnership. Glenborough was reimbursed $281,000, $458,000 and $468,000 for such
expenses in 1996, 1995 and 1994, respectively.

In  accordance  with the  Partnership  Agreement,  the  General  Partner  or its
affiliates are entitled to property disposition  compensation equal to 3% of the
gross sales price of the property.  Glenborough Corporation was paid $312,000 in
1995 and  $80,250  in 1994  associated  with the sale of  Millwood  Estates  and
Branford Business Park, respectively.

Note 3  .         REAL ESTATE INVESTMENTS

Rental property to be held and used as of December 31 is as follows:

                                      1996                 1995
                                    --------             ------
Land                              $    2,878,000      $    4,192,000
Buildings and improvements            15,702,000          25,903,000
                                   -------------       -------------
                                      18,580,000          30,095,000
Less: accumulated depreciation        (6,183,000)         (9,543,000)
                                   -------------       -------------
     Total                        $   12,397,000      $   20,552,000
                                   =============       =============

                                 Page 26 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994

Rental property held for sale at December 31, 1996 is as follows:

Lake Mead Estates Apartments
     Land                                      $          772,000
     Buildings and improvements                         5,257,000
                                                    -------------
                                                        6,029,000
     Less: accumulated depreciation                    (2,112,000)
                                                    -------------
         Total                                     $    3,917,000
                                                   ==============

On March 13, 1997,  the  Partnership  entered into a purchase and sale agreement
with an  unaffiliated  third party for the sale of Lake Mead  Estates  Apartment
complex.  The sale is expected to close escrow in June 1997 for a purchase price
of $5,000,000.

Rental property pending foreclosure at December 31, 1996 is as follows:

Country Suites By Carlson - Memphis
     Land                                           $          542,000
     Buildings and improvements                              5,158,000
                                                         -------------
                                                             5,700,000
     Less: accumulated depreciation                         (2,325,000)
                                                         -------------
         Total                                          $    3,375,000
                                                        ==============

On March 14,  1997,  the  Partnership  received a Notice of  Foreclosure  on the
Country Suites by Carlson - Memphis property. The Partnership  discontinued debt
service payments effective January 1997, due to the continued insufficient funds
generated from operations to cover debt service. A foreclosure sale is scheduled
for April 4, 1997. The balance of the loan at December 31, 1996 was $3,471,000.

In November 1994, based on continued low occupancy due to market  saturation and
on the property's inability to meet debt service payments, management negotiated
a deed-in-lieu of foreclosure with the lender on the Regency Residence Apartment
complex.  On  May  26,  1995,  title  to  the  Regency  Residence  property  was
transferred to the lender.  The  Partnership  paid all net cash flow (defined as
all income  collected less operating  expenses) to the lender from November 1994
until May 26, 1995. At December 31, 1994, the  Partnership  recorded a provision
for  impairment  of investment in real estate of $835,900 to reduce the carrying
value of the property to the balance of the note  payable and accrued  interest.
The provision is included in the Partnership's 1994 statement of operations.  In
May 1995, the  Partnership  recognized a gain on  deed-in-lieu of foreclosure in
the amount of $188,000  primarily due to the write-off of accrued property taxes
that the property  was unable to pay. The gain is included on the  Partnership's
1995 statement of operations.

                                 Page 27 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994


On March 28, 1995,  the  Partnership  sold  Millwood  Estates  Apartments  to an
unaffiliated  third party for  $10,400,000  and recognized a gain on the sale of
$154,000 which is included in the 1995 statement of operations.

On November 15, 1994, the Partnership sold Branford Business Park property to an
unaffiliated  third  party for  $2,675,000,  out of which  $700,000  was used to
payoff the  outstanding  note  secured by the  property.  Under the terms of the
transaction,  the Partnership financed a $2,000,000  promissory note, secured by
the property, at an interest rate of 8.5% with interest-only  payments due until
maturity on November 11, 1999.  The  Partnership  realized a loss on the sale of
$257,000 which is included in the Partnership's 1994 statement of operations.

The Partnership leases its commercial  property under  noncancellable  operating
lease agreements.  Future minimum rents to be received under operating leases as
of December 31, 1996 are as follows:

                      1997                                $    879,000
                      1998                                     561,000
                      1999                                     326,000
                      2000                                     299,000
                      2001                                      32,000
                      Thereafter                                 3,000
                                                           -----------
                      Total                               $  2,100,000
                                                             =========

Note 4.           NOTES PAYABLE
<TABLE>
<CAPTION>

A summary of notes payable at December 31, 1996 and 1995 are as follows:

                                                                                    1996                 1995
                                                                                   ------               -----
<S>                                                                               <C>                  <C>
9.625%  note  payable,  secured  by a first  deed of trust on Lake Mead  Estates
Apartments,  payable in monthly  principal and interest  installments of $34,000
through October 1, 2018, at which time all remaining principal and interest
will be due and payable.                                                          $ 3,716,000          $ 3,764,000

10.25% note payable,  secured by the assignment of a $2,000,000 note and deed of
trust on Branford  Business  Park,  payable in monthly  principal  and  interest
installments of approximately $21,000 through June 27, 1997, at which time,
all remaining principal and interest will be due and payable.                       1,587,000              500,000

8.652% note payable,  secured by first deeds of trust on Bryant  Lake-Phase  III
and Bryant  Lake-Phases I and II, payable in monthly interest only  installments
of $35,000  through  October 1, 2015, at which time all remaining  principal and
interest will be due and payable. The interest rate adjusts to market at
November 1, 2000.                                                                   4,850,000            4,850,000

                                 Page 28 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994


9.0% note  payable,  secured by a first deed of trust on the  Country  Suites by
Carlson - Memphis,  payable in monthly  principal and interest  installments  of
$28,951  through  July 1,  1999,  at which  time all  principal  will be due and
payable. As of January 1997, the Partnership has suspended all payments and
is in default under the terms of the note.                                          3,471,000            3,504,000

9.0% note  payable,  secured by a first deed of trust on the  Country  Suites By
Carlson - Tempe,  payable in monthly  principal  and  interest  installments  of
$22,529 through July 1, 1999, at which time all principal and interest will be
due and payable.                                                                    2,701,000            2,727,000
                                                                                  -----------          -----------

     Total notes payable                                                         $ 16,325,000         $ 15,345,000
                                                                                  ===========          ===========
</TABLE>

From October 1,1989 to October  31,1990,  interest  payments for Bryant Lake III
were in default.  On November 1, 1990, the Partnership entered into an agreement
with the lender. Under the terms of the agreement,  the lender waived delinquent
interest and other  charges of $351,000.  The remaining  delinquent  interest of
$424,000,  plus interest compounded monthly at 8% per year, will be deferred and
will be due and payable on or before  November 1, 2000. At December 31, 1996 and
1995, the delinquent interest totals $693,000 and $640,000, respectively, and is
included in interest payable on the Partnership's 1996 balance sheet.

Principal maturities of these notes payable are as follows:

                      1997                               $   1,704,000
                      1998                                     129,000
                      1999                                   6,100,000
                      2000                                      70,000
                      2001                                      77,000
                      Thereafter                             8,245,000
                                                            ----------
                      Total                                $16,325,000
                                                            ==========

Note 5.           TAXABLE INCOME

The  Partnership's  tax  returns,  the  qualification  of the  Partnership  as a
partnership  for Federal  income tax purposes,  and the amount of income or loss
are subject to  examination  by Federal and state  taxing  authorities.  If such
examinations  result in  changes  to  Partnership  profits  or  losses,  the tax
liability of the partners could be changed accordingly.

The following is a  reconciliation  for the years ended December 31, 1996,  1995
and 1994,  of the net income  (loss) for  financial  reporting  purposes  to the
taxable income (loss) determined in accordance with accounting practices used in
preparation of Federal income tax returns (in thousands).




                                 Page 29 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                                                                       1996               1995               1994
                                                                       ----              ------             -----
<S>                                                                <C>                 <C>                <C>
Net income (loss) per financial statements                         $    111            $   969            $(2,893)
Amortization and depreciation                                           212                 20                (60)
Interest income                                                         ---                ---                 70
Gain from note repurchase                                               (85)              (241)               ---
Provision for uncollectable accounts                                    (13)                 3                 (4)
Property tax expense                                                      4                  7                  5
Interest expense                                                        (42)               (60)              (133)
Loss on sale of assets                                                  ---             (3,837)            (1,870)
Provision for impairment of investments
   in real estate                                                       ---                ---                836
Miscellaneous                                                             3                 (3)                ---
                                                                      -----             ------            --------

Net income (loss) for federal income tax purposes                  $    190           $ (3,142)          $ (4,049)
                                                                      =====            =======            =======
</TABLE>
<TABLE>
<CAPTION>

The following is a reconciliation  as of December 31, 1996 and 1995 of partners'
capital for financial  reporting purposes to partners' equity for federal income
tax purposes (in thousands):

                                                                       1996               1995
                                                                       ----              -----
<S>                                                                 <C>                <C>
Partner's equity per financial statements                           $ 3,104            $ 2,993
Amortization and depreciation                                         1,100                887
Provision for uncollectable accounts                                     (8)                 5
Interest accrued                                                         84                211
Basis adjustments                                                     1,801              1,801
Other                                                                    80                 76
                                                                     ------             ------

Partner's equity for federal income
  tax purposes                                                      $ 6,161            $ 5,973
                                                                     ======             ======
</TABLE>

Note 6.           PARTICIPATING NOTES

The  Partnership  was  authorized to offer up to $40,000,000 in Equity Units and
non-recourse  unsecured  Participating Notes (the "Notes").  The Partnership had
sold $5,228,800 in Notes,  The Notes bear stated interest at the rate of 12% per
annum,  non-compounded,  with payment of principal and stated interest  deferred
until the earlier of the maturity  date of the Notes or the sale or  refinancing
of  Partnership  properties.  At  December  31,  1996 and 1995,  $5,125,000  and
$4,582,000, respectively, of interest were accrued on the Notes. The Noteholders
will also receive payments of contingent  interest if, following the sale of all
of the Partnership  properties,  the Partnership  realizes net profits after the
payment of all  Partnership  obligations  and the  distribution  of certain base
amounts  to the  Limited  Partners.  The amount of the  Noteholders'  contingent
interest  participation in net profits varies between 0% and 24%, depending upon
the relative  amounts invested in Notes and Equity Units and the total amount of
interest received by Noteholders as defined in the Partnership Agreement.  In no
event, however, will the aggregate amount of all interest,  including contingent
interest,  paid on the Notes exceed simple interest at the rate of 18% per annum
on the original  principal  balance of the Notes from date of issuance until the
date that all principal on the Notes is paid in full.

                                 Page 30 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994


The  Partnership may prepay  principal and stated interest at any time.  Partial
prepayments  must  be  made  pro  rata  to all  Noteholders.  Upon  the  sale or
refinancing of a Partnership  property,  the Partnership will pay or prepay some
or all of the principal and interest  allocated to that property under the terms
of the  Notes.  If not  previously  paid,  the Notes  mature  and all  remaining
principal and interest,  excluding contingent interest,  must be paid in full on
December 31, 1997, unless the General Partner extends the due date of the Notes,
at its sole discretion, to a date which is not later than December 31, 1998. The
payment of all principal and stated  interest does not  extinguish  the right to
contingent interest which may accrue or become payable following the sale of all
of the Partnership properties.

Beginning in June 1993 through  December 31, 1996, the Partnership made a series
of repurchase transactions for Notes. In each of these repurchases of Notes, the
purchase price paid by the Partnership was discounted from the combined total of
principal and accrued interest owing on the repurchased  Notes. These discounted
repurchases  were made in an effort to  preserve  Partnership  equity  which was
subordinate to the amounts owing under the Notes. The notes and accrued interest
thereon are being held by the Partnership.
<TABLE>
<CAPTION>

As of December 31, 1996, the Partnership had completed the following  repurchase
transactions:

Year Ended           Principal Amount              Total           Accrued Interest              Source of
December 31,        of Note Repurchase       Accrued Interest             Paid              Repurchased Payment
------------        ------------------     -------------------- -----------------------     -------------------
<S>                  <C>                      <C>                 <C>                     <C>
     1993            $       545,300*         $    309,800              None                     Cash on hand
     1995            $     2,102,000           $ 1,915,000              None              $2,000,000 short term loan
     1996            $       965,000          $    973,000        $    519,000            $1,100,000 short term loan
<FN>

*The  Partnership  paid  $425,000  to  repurchase  the Notes  held by the former
general partner.
</FN>
</TABLE>

On June 9, 1995, as a result of the sale of Millwood  Estates,  the  Partnership
retired $637,000 in notes and $592,000 in related accrued interest in accordance
with the  Participating  Notes Indenture.  Of this amount,  the Partnership paid
$609,000  ($314,000 of  Participating  Notes  principal  and $295,000 of accrued
interest) to outside  Noteholders,  the  remainder  represented  a retirement of
notes held by the Partnership.

Note 7.           PARTNERSHIP ALLOCATIONS AND DISTRIBUTIONS

The Partnership Agreement generally provides that losses are allocated 1% to the
General  Partner and 99% to the Limited  Partners.  Net income will be allocated
among the  Partners  first to  restore  negative  capital  accounts  and then in
accordance with their rights to future cash distributions.

The source and amount of all  Partnership  distributions  is  determined  by the
General  Partner at its sole  discretion.  Distributions  may not be made if the
cash reserves of the Partnership have fallen below 3% of the capital raised from
the sale of Equity Units and Notes.

The Partnership  Agreement provides that cash available for distributions  shall
be distributed  97% to the Limited  Partners and 3% to the General Partner until
the Limited Partners have received aggregate distributions equal to a cumulative
non-compounded  return of 9% on their adjusted capital  investment.  Thereafter,
distributions  from  operational  cash flow shall be  distributed to the General
Partner  until the General  Partner has received the full amount of its deferred


                                 Page 31 of 41
<PAGE>
                            OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 1996, 1995 and 1994

subordinated  partnership incentive fee as defined in the Partnership Agreement,
and thereafter 10% to the General Partner and 90% to the Limited Partners.

Distributions of net cash from sources other than operational cash flow shall be
distributed 1% to the General Partner and 99% to the Limited  Partners until the
amounts  distributed  to the Limited  Partners from all sources equal a complete
return  of their  adjusted  capital  investment  and a 9% per  annum  cumulative
non-compounded  return on their capital  investment.  Thereafter,  distributions
from  sources  other  than  operational  cash flow shall be  distributed  to the
General  Partner  until the General  Partner has received the full amount of its
deferred  subordinated  partnership  incentive fee as defined in the Partnership
Agreement,  and thereafter  10% to the General  Partner and 90% to a net profits
account.  Distributions from the net profits account will be made to the Limited
Partners and Noteholders  (see Note 6) based on amounts invested in Equity Units
and Notes pursuant to the Partnership Agreement.



                                 Page 32 of 41
<PAGE>




<TABLE>
<CAPTION>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

   SCHEDULE III - REAL ESTATE INVESTMENTS AND RELATED ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1996
                                 (In Thousands)


-------------------------------------------------------------------------------------------------

COLUMN A                    COLUMN B                COLUMN C                 COLUMN D
-------------------------------------------------------------------------------------------------
                                                                                Net Costs
                                                                          Capitalized (Reduced)
                                                   Initial Cost to            Subsequent to
                                                  Partnership                  Acquisition

                                                         Buildings
                                                             and           (1)      Carrying
Description                    Encumbrances    Land   Improvements(1)     Improv      Cost
-------------------------------------------------------------------------------------------------
<S>                            <C>         <C>            <C>           <C>       <C>
Rental Property:
   Bryant Lake Business
     Center-Phase I & II       $  ---      $  1,036       $  4,375      $  566    $  (455)
   Bryant Lake Business
     Center-Phase III             4,850(2)    1,004          4,414         378         ---
   Country Suites by
     Carlson - Tempe              2,701       1,061          6,517         593       (919)
                                  -----       -----          -----         ---       -----
                                  7,551       3,101         15,306       1,537     (1,374)
                                  -----       -----         ------        ----     -------
Property held for sale:
   Lake Mead Estates
   Apartments                     3,716         775          5,190          88        (24)

Property held pending foreclosure:
   Country Suites
     by Carlson - Memphis         3,471         590          4,913         646       (449)
                                  -----         ---          -----         ---       -----

                                $14,738     $ 4,466        $25,409     $ 2,721    $(1,847)
                                =======     =======        =======     =======    =======


<FN>

(1)  Amounts include furniture and equipment.
(2)  This lender also holds a lien on the Bryant Lake I & II property.
(3)  Aggregate cost for federal income tax purposes is $31,914.

</FN>
</TABLE>


                                 Page 33 of 41
<PAGE>

<TABLE>
<CAPTION>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

   SCHEDULE III - REAL ESTATE INVESTMENTS AND RELATED ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1996
                                 (In Thousands)


--------------------------------------------------------------------------------------------------------------

COLUMN A                                COLUMN E         COLUMN F    COLUMN G     COLUMN H   COLUMN  I
--------------------------------------------------------------------------------------------------------------

                                  Gross Amount  Carried at
                                     December 31. 1996

                                    Buildings                 (1)
                                         and         (2)    Accum.    Date of   Date  Depreciable
Description                   Land Improvements(1)  Total     Depr. Construc. Acquired     Lives
--------------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>         <C>        <C>         <C>        <C>      <C>
Rental Property:
   Bryant Lake Business
     Center-Phase I & II    $  945   $  4,587    $  5,532   $1,997      ---        1/88     5-30 yrs
   Bryant Lake Business
     Center-Phase III        1,004      4,792       5,796    1,601      ---        1/88     5-30 yrs
   Country Suites by
     Carlson - Tempe           929      6,323       7,252    2,585      ---        8/88     5-30 yrs
                            ------      -----       -----    -----
                             2,878     15,702      18,580    6,183
                            ------     ------      ------    -----
Property held for sale:
   Lake Mead Estates
   Apartments                  772      5,257       6,029    2,112      ---        4/87     5-30 yrs

Property held pending foreclosure
   Country Suites
     by Carlson - Memphis      542      5,158       5,700    2,325      ---        8/88     5-30 yrs
                               ---      -----       -----    -----

                             $4,192   $26,118     $30,309  $10,620
                             ======   =======     =======  =======


<FN>
(1)  Amounts include furniture and equipment.
(2)  This lender also holds a lien on the Bryant Lake I & II property.
(3)  Aggregate cost for federal income tax purposes is $31,914.
</FN>
</TABLE>



                                 Page 33 of 41
<PAGE>

<TABLE>
<CAPTION>

                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

         NOTE TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 (in thousands)


Reconciliation of gross amount at which real estate was carried:

                                                                         For the years ended December 31,
                                                                     1996               1995               1994

INVESTMENT IN REAL ESTATE

<S>                                                              <C>                <C>               <C>
  Balance at beginning of period                                 $    30,095        $    47,265       $    51,317

     Additions (deletions) during period:
         Improvements                                                    214                409               496
         Property dispositions                                            --            (17,579)           (3,712)
         Provision for impairment of
           investments in real estate                                     --                 --               836
                                                                  ----------         ----------        ----------

  Balance at end of period                                       $    30,309        $    30,095       $    47,265
                                                                  ==========         ==========        ==========

ACCUMULATED DEPRECIATION

  Balance at beginning of period                                 $     9,543        $    13,169       $    12,456

     Additions charged to expense                                      1,077              1,237             1,666
     Property dispositions                                                --             (4,863)             (953)
                                                                  ----------         -----------       -----------

  Balance at end of period                                       $    10,620        $     9,543       $    13,169
                                                                  ==========         ==========        ==========
</TABLE>




                                 Page 34 of 41
<PAGE>


                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

         SCHEDULE IV - MORTGAGE LOAN RECEIVABLE, SECURED BY REAL ESTATE
                                December 31, 1996
                                 (in thousands)


       COLUMN A             COLUMN B         COLUMN C           COLUMN D


  Description of Loan                        Maturity           Periodic
 and Securing Property    Interest Rate        Date           Payment Terms
 ---------------------    -------------   --------------   --------------------

 First Mortgage Loan         8.5%             11/11/99     Monthly interest only
   Office complex                                          payments, principal
   Arleta, CA                                              due upon maturity





    COLUMN E        COLUMN F       COLUMN G           COLUMN H
                                                  Principal Amount
                                                  of Loans Subject
                      Face         Carrying         to Delinquent
   Prior Liens       Amount         Amount      Principal or Interest
   -----------       ------         -------     ---------------------


   None             $ 2,000       $ 2,000               None












                                 Page 35 of 41
<PAGE>




                             OUTLOOK INCOME FUND 9,
                        A CALIFORNIA LIMITED PARTNERSHIP

         SCHEDULE IV - MORTGAGE LOAN RECEIVABLE, SECURED BY REAL ESTATE
                                December 31, 1996
                                 (in thousands)


The  following  is a summary of changes in the  carrying  amount of the mortgage
loan for the years ended December 31, 1996, 1995 and 1994 (in thousands):

                                      1996              1995              1994
                                      ----              ----              ----

Balance at beginning of year        $  2,000          $ 2,000           $ 2,000

Additions during year:
   New mortgage loans                     --               --                --

Deductions during year:
   Collections of principal               --               --                --

Balance at end of year                 2,000         $  2,000         $   2,000
                                    ========          =======          ========























                                 Page 36 of 41
<PAGE>


Item 9.           Changes in and  Disagreements  with  Accountants on Accounting
                  and Financial Disclosure.

None.
                                    PART III


Item 10.      Directors and Executive Officers of the Registrant.

General Partners

The Partnership has no directors or executive officers.  The general partners of
the  Partnership  are  Glenborough  Corporation  ("GC",  the  "Managing  General
Partner",   formerly  known  as  Glenborough  Realty   Corporation)  and  Robert
Batinovich.

Robert  Batinovich was the President,  Chief  Executive  Officer and Chairman of
Glenborough  Corporation  from  its  inception  in 1987  until  his  resignation
effective  January 10, 1996.  On August 31,  1994,  Mr.  Batinovich  was elected
Chairman,  President and Chief  Executive  Officer of  Glenborough  Realty Trust
Incorporated  ("GLB"), a newly created Real Estate Investment Trust, which began
trading on the New York Stock  Exchange on January 31, 1996.  He was a member of
the Public  Utilities  Commission  from 1975 to January  1979 and served as it's
President  from  January  1977 to January  1979.  He is a member of the Board of
Directors of Farr Company, a publicly held company that manufactures  industrial
filters.  He has extensive real estate investment  experience.  Mr. Batinovich's
business  background  includes  managing and owning  manufacturing,  vending and
service companies and a national bank.

For informational  purposes, the following are the names and a brief description
of the background and experience of each of the controlling  persons,  directors
and executive officers of the Managing General Partner as of March 1, 1997:

Name                                 Age         Position

Andrew Batinovich                    38          Chief Executive Officer and
                                                 Chairman of the Board

Robert E. Bailey                     35          Secretary and Corporate Counsel

Sandra L. Boyle                      48          President and
                                                 Chief Operating Officer

June Gardner                         45          Director

Terri Garnick                        36          Chief Financial Officer

Judy Henrich                         51          Vice President

Wallace A. Krone Jr.                 65          Director

Andrew  Batinovich was elected Chairman of the Board and Chief Executive Officer
of GC on January  10,  1996.  He has been  employed  by GC since  1983,  and had
functioned  since 1987 as Chief Operating  Officer and Chief Financial  Officer.
Mr. Batinovich also serves as Executive Vice President, Chief Operating Officer,
Chief  Financial  Officer and Director of GLB. He holds a California real estate
broker's  license  and is a Member  of the  National  Advisory  Council  of BOMA

                                 Page 37 of 41
<PAGE>

International.  He received his B.A. in International  Finance from the American
University of Paris. Prior to joining  Glenborough  Corporation,  Mr. Batinovich
was a lending  officer with the  International  Banking  Group and the Corporate
Real Estate Division of Security Pacific National Bank.

Robert  E.  Bailey  joined  GC in  1989 as  Associate  Counsel  and was  elected
Secretary  of  GC  on  May  15,  1995.  He is  responsible  for  landlord/tenant
documentation,   tenant  litigation,   corporate  and  partnership  matters  and
employment  matters.  In 1984,  he received his Bachelor of Arts degree from the
University  of  California  at Santa  Barbara and his Juris  Doctor  degree from
Vermont Law School in 1987.  From 1987 to 1989, Mr. Bailey was an associate with
the law firm of Pedder,  Stover,  Hesseltine & Walker,  where he  specialized in
business litigation. He is a member of the State Bar of California.

Sandra L. Boyle has been  associated  with GC or its  associated  entities since
1984 and has served as President and Chief Operating Officer of GC since January
10, 1996. She was originally  responsible  for  residential  marketing,  and her
responsibilities  were  gradually  expanded to include  residential  leasing and
management in 1985,  and  commercial  leasing and  management  in 1987.  She was
elected Vice President in 1989, and continues to supervise  marketing,  leasing,
property management  operations and regional offices. Ms. Boyle also serves as a
Senior Vice President of GLB. Ms. Boyle holds a California  real estate broker's
license and a CPM designation,  and is a member of the National Advisory Council
and Finance  Committee of BOMA  International and Board of Directors of BOMA San
Francisco and BOMA California.

June  Gardner  was  elected  a  director  of GC on  January  10,  1996.  She was
associated with GC from 1984 through 1995, as Senior Vice  President,  Corporate
Controller with  responsibilities  in the areas of corporate financial planning,
reporting, accounting and banking relationships.  Before joining GC, Ms. Gardner
was Assistant Vice President of JMB Realty  Corporation  from 1977 to 1984, with
responsibilities in the areas of financial management and reporting.

Terri  Garnick  has served as Chief  Financial  Officer of GC since  January 10,
1996. She is also Senior Vice President,  Chief Accounting Officer and Treasurer
of GLB. Ms. Garnick is responsible for property management accounting, financial
statements,  audits,  Securities  and  Exchange  Commission  reporting,  and tax
returns.  Prior to joining GC in 1989,  Ms.  Garnick was a controller  at August
Financial Corporation from 1986 to 1989 and was a Senior Accountant at Deloitte,
Haskins and Sells from 1983 to 1986.  She is a Certified  Public  Accountant and
has a Bachelor of Science degree from San Diego State University.

Judy  Henrich is a Vice  President  of GC,  effective  January  10,  1996 and is
responsible  for  the  coordination  of all  due  diligence,  broker-dealer  and
investor communications for partnerships managed by GC. Prior to joining GC, Ms.
Henrich,  was associated  with Rancon  Financial  Corporation  from 1981 through
early 1995, as Senior Vice President since 1985, with  responsibilities  similar
to those at GC. Ms.  Henrich also served as Executive  Vice  President of Rancon
Securities  Corporation from 1988 to 1991, and thereafter as its Chief Executive
Officer.  Prior to joining Rancon,  Ms. Henrich was manager of public  relations
and  advertising  for Kaiser  Development  Company,  a  diversified  real estate
holding company.

Wallace A. Krone has been an entrepreneur in the restaurant business since 1965,
and owns a number of Burger King  restaurants  in the San  Francisco  area.  Mr.
Krone  has been  associated  with GC since  1982 as an  investor  in one or more
partnerships, and has been a member of the board of directors of GC since 1989.


Item 11.          Executive Compensation

The Partnership  has no executive  officers.  For information  relating to fees,
compensation,   reimbursements   and  distributions  paid  to  related  parties,
reference is made to Item 13 below.

                                 Page 38 of 41
<PAGE>

Item 12.          Security Ownership of Certain Owners and Management

To the  best  knowledge  of the  Partnership,  no  person  owned  of  record  or
beneficially  more than five percent (5%) of the  outstanding  Units at December
31, 1996.

The  Partnership,  as an entity,  does not have any  directors or  officers.  At
December 31, 1996, no Units were owned of record or beneficially by any officers
or directors of the General Partner.

Item 13.          Certain Relationships and Related Transactions

      (a) The General Partner earned compensation for specific services provided
to the  Partnership.  The  Partnership  reimbursed  Glenborough  Corporation for
expenses  incurred for services  provided to the Partnership such as accounting,
investor services, data processing,  duplicating and office supplies,  legal and
administrative services, and the actual costs of goods and materials used for or
by the Partnership.  Glenborough was reimbursed $281,000,  $458,400 and $467,600
for such expenses in 1996, 1995 and 1994, respectively.

In accordance with the Limited Partnership  Agreement,  the Partnership paid the
General  Partner and its affiliates  compensation  for services  provided to the
Partnership.  Glenborough  Corporation provides property management services and
has been compensated as follows:

                                         1996           1995            1994
                                       ------         --------        ------
Property management fees         $     138,000   $     157,000  $      236,000
Property salaries (reimbursed)         140,000         177,000         334,000
Hotel management fees                  235,000         235,000         270,000
Hotel salaries (reimbursed)          1,328,000       1,229,000       1,779,000
                                     ---------       ---------       ---------
                                 $   1,841,000   $   1,798,000  $    2,618,000
                                  ============       =========       =========

In accordance with the Partnership Agreement,  Glenborough  Corporation was paid
$312,000 in 1995 and $80,250 in 1994 as a 3% property  disposition  compensation
associated  with the sales of  Millwood  Estates  and  Branford  Business  Park,
respectively (as discussed in Note 3 of the Notes to the Financial Statements).

       (b)     None of the members of the General  Partner were  indebted to the
               Partnership during this fiscal year.

       (c)     Compensation  received by the General  Partner and  affiliates is
               disclosed under Item 11.






                                 Page 39 of 41
<PAGE>


                                     PART IV


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

                  (a)(1) Financial   Statements   -  See   Index  to   Financial
                         Statements contained in Item 8.

                     (2) Financial Statement Schedules - See Item 14(d) below.

                     (3) Exhibits - No exhibits necessary.

                   (b)   Reports on Form 8-K - No reports on Form 8-K were filed
                         by the registrant in the fourth quarter of 1995.

                   (c)   Financial Statement Schedules - The following financial
                         statement  schedules of the Partnership are included in
                         Item 8:

                         Schedule  III - Real  Estate  Investments  and  Related
                         Accumulated Depreciation and Amortization.

                         Schedule IV - Mortgage Loan Receivable, Secured by Real
                         Estate.

                         All other  schedules for which provision is made in the
                         applicable  accounting regulation of the Securities and
                         Exchange  Commission are not required under the related
                         instructions  or are  inapplicable,  and therefore have
                         been omitted.






                                 Page 40 of 41
<PAGE>




                                   SIGNATURES



Pursuant to the  requirements of Section l3 or l5(d) of the Securities  Exchange
Act of l934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      OUTLOOK INCOME FUND 9,
                                 A CALIFORNIA LIMITED PARTNERSHIP



By:  /s/ Robert Batinovich                  By:   Glenborough Corporation,
      Robert Batinovich                           a California corporation,
      General Partner                             (formerly knows as Glenborough
                                                   Realty Corporation,
                                                   a California Corporation)


    Date: March 28, 1997                            By: /s/ Andrew Batinovich
         -----------------                             ----------------------
                                                       Andrew Batinovich
                                                       Chief Executive Officer
                                                       and Chairman of the Board


                                                     Date:  March 28, 1997



                                                     By: /s/ Terri Garnick
                                                        ------------------
                                                        Terri Garnick
                                                        Chief Financial Officer


                                                     Date:  March 28, 1997



                                                     By: /s/ June Gardner
                                                        -----------------
                                                        June Gardner
                                                        Director


                                                     Date:  March 28, 1997




          (A Majority of the Board of Directors of the General Partner)


                                 Page 41 of 41