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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



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 0-17686



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DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Wisconsin                                                      |  | 39-1606834                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



1100 Main Street,
Suite 1830, Kansas City, Missouri 64105

(Address of principal executive offices, including zip code)



(816) 421-7444

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the
Act: None



Securities registered pursuant to Section
12(g) of the Act: Limited Partnership Interests



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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 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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).    Yes ̈No  x



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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP



CONDENSED BALANCE SHEETS



March 31, 2004 and December 31, 2003



ASSETS

(Unaudited)



|                                                                            |  |                |            |   |                   |   |            |  
|--------------------------------------------------------------------------- |  | -------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                            |  | March 31, 2004 |            |   | December 31, 2003 |  
|INVESTMENT PROPERTIES AND EQUIPMENT: (Note 3)                               |  |                |            |   |                   |   |            |  
|                                                                            |  |               
|Land                                                                        |  | $              | 5,632,736  |   |                   | $ | 5,632,736  |  
|Buildings                                                                   |  |                | 8,899,963  |   |                   |   | 8,899,963  |  
|Equipment                                                                   |  |                | 431,143    |   |                   |   | 431,143    |  
|Accumulated depreciation                                                    |  |                | (4,973,362 | ) |                   |   | (4,908,005 | )
|                                                                            |  |                |            |   |                   |   |            |  
|Net investment properties and equipment                                     |  |                | 9,990,480  |   |                   |   | 10,055,837 |  
|                                                                            |  |                |            |   |                   |   |            |  
|OTHER ASSETS:                                                               |  |                |            |   |                   |   |            |  
|                                                                            |  |               
|Property held for sale                                                      |  |                | 393,563    |   |                   |   | 391,313    |  
|Cash and cash equivalents                                                   |  |                | 994,086    |   |                   |   | 673,142    |  
|Cash held in Indemnification Trust (Note 8)                                 |  |                | 383,322    |   |                   |   | 382,322    |  
|Rents and other receivables (Net of allowance of $103,509 in 2004 and 2003) |  |                | 30,311     |   |                   |   | 510,459    |  
|Property tax receivable                                                     |  |                | 7,103      |   |                   |   | 0          |  
|Deferred rent receivable                                                    |  |                | 108,492    |   |                   |   | 109,705    |  
|Prepaid insurance                                                           |  |                | 22,615     |   |                   |   | 3,067      |  
|Deferred charges, net                                                       |  |                | 269,787    |   |                   |   | 272,986    |  
|                                                                            |  |                |            |   |                   |   |            |  
|Total other assets                                                          |  |                | 2,209,279  |   |                   |   | 2,342,994  |  
|                                                                            |  |                |            |   |                   |   |            |  
|Total assets                                                                |  | $              | 12,199,759 |   |                   | $ | 12,398,831 |  
|                                                                            |  |                |            |   |                   |   |            |  



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



2



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DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP



CONDENSED BALANCE SHEETS



March 31, 2004 and December 31, 2003



LIABILITIES AND PARTNERS CAPITAL

(Unaudited)



|                                                         |  |                |             |   |                   |   |             |  
|-------------------------------------------------------- |  | -------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                         |  | March 31, 2004 |             |   | December 31, 2003 |  
|LIABILITIES:                                             |  |                |             |   |                   |   |             |  
|Accounts payable and accrued expenses                    |  | $              | 47,308      |   |                   | $ | 93,168      |  
|Property taxes payable                                   |  |                | 32,215      |   |                   |   | 87,648      |  
|Due to General Partner                                   |  |                | 1,368       |   |                   |   | 1,984       |  
|Security deposits                                        |  |                | 129,585     |   |                   |   | 129,585     |  
|Unearned rental income                                   |  |                | 29,380      |   |                   |   | 29,380      |  
|                                                         |  |                |             |   |                   |   |             |  
|Total liabilities                                        |  |                | 239,856     |   |                   |   | 341,765     |  
|                                                         |  |                |             |   |                   |   |             |  
|CONTINGENT LIABILITIES: (Note 7)                         |  |                |             |   |                   |   |             |  
|                                                         |  |               
|PARTNERS CAPITAL: (Notes 1, 4 and 9)                    |  |                |             |   |                   |   |             |  
|Current General Partner -                                |  |                |             |   |                   |   |             |  
|Cumulative net income                                    |  |                | 205,660     |   |                   |   | 203,372     |  
|Cumulative cash distributions                            |  |                | (84,919     | ) |                   |   | (84,004     | )
|                                                         |  |                |             |   |                   |   |             |  
|                                                         |  |                | 120,741     |   |                   |   | 119,368     |  
|                                                         |  |                |             |   |                   |   |             |  
|Limited Partners (46,280.3 interests outstanding)        |  |                |             |   |                   |   |             |  
|Capital contributions, net of offering costs             |  |                | 39,358,468  |   |                   |   | 39,358,468  |  
|Cumulative net income                                    |  |                | 26,726,191  |   |                   |   | 26,499,727  |  
|Cumulative cash distributions                            |  |                | (53,405,268 | ) |                   |   | (53,080,268 | )
|Reallocation of former general partners deficit capital |  |                | (840,229    | ) |                   |   | (840,229    | )
|                                                         |  |                |             |   |                   |   |             |  
|                                                         |  |                | 11,839,162  |   |                   |   | 11,937,698  |  
|                                                         |  |                |             |   |                   |   |             |  
|Total partners capital                                  |  |                | 11,959,903  |   |                   |   | 12,057,066  |  
|                                                         |  |                |             |   |                   |   |             |  
|Total liabilities and partners capital                  |  | $              | 12,199,759  |   |                   | $ | 12,398,831  |  
|                                                         |  |                |             |   |                   |   |             |  



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



3



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DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP



CONDENSED STATEMENTS OF INCOME



For the Three Month Periods Ended March 31, 2004 and 2003

(Unaudited)



|                                                                           |  |                             |         |      |   |        
|-------------------------------------------------------------------------- |  | --------------------------- | ------- | ---- | - | -------
|                                                                           |  | Three Months endedMarch 31,
|                                                                           |  | 2004                        |         | 2003
|OPERATING REVENUES:                                                        |  |                             |         |      |   |        
|Rental income (Note 5)                                                     |  | $                           | 421,270 |      | $ | 411,158
|                                                                           |  |                             |         |      |   |        
|TOTAL OPERATING REVENUES                                                   |  |                             | 421,270 |      |   | 411,158
|                                                                           |  |                             |         |      |   |        
|OPERATING EXPENSES                                                         |  |                             |         |      |   |        
|Partnership management fees (Note 6)                                       |  |                             | 50,998  |      |   | 50,130 
|Restoration fees (Note 6)                                                  |  |                             | 96      |      |   | 53     
|Insurance                                                                  |  |                             | 11,192  |      |   | 19,437 
|General and administrative                                                 |  |                             | 21,674  |      |   | 15,347 
|Advisory Board fees and expenses                                           |  |                             | 3,500   |      |   | 3,653  
|Personal property taxes                                                    |  |                             | 0       |      |   | 14,214 
|Professional services                                                      |  |                             | 39,584  |      |   | 125,706
|Maintenance and repair expenses                                            |  |                             | 1,882   |      |   | 22,855 
|Expenses incurred due to default by lessee or vacancy                      |  |                             | 0       |      |   | 1,860  
|Property taxes                                                             |  |                             | 41,270  |      |   | 0      
|Settlement expense (Note 10)                                               |  |                             | 0       |      |   | 22,134 
|Depreciation                                                               |  |                             | 65,357  |      |   | 65,357 
|Amortization                                                               |  |                             | 3,199   |      |   | 2,505  
|Provision for non-collectible rents and other receivables                  |  |                             | 0       |      |   | 2,596  
|                                                                           |  |                             |         |      |   |        
|TOTAL OPERATING EXPENSES                                                   |  |                             | 238,752 |      |   | 345,847
|                                                                           |  |                             |         |      |   |        
|OTHER INCOME                                                               |  |                             |         |      |   |        
|Interest income                                                            |  |                             | 2,003   |      |   | 3,108  
|Other income (Note 10)                                                     |  |                             | 24,576  |      |   | 135    
|Recovery of amounts previously written off (Note 2)                        |  |                             | 2,405   |      |   | 1,335  
|                                                                           |  |                             |         |      |   |        
|TOTAL OTHER INCOME                                                         |  |                             | 28,984  |      |   | 4,578  
|                                                                           |  |                             |         |      |   |        
|INCOME FROM CONTINUING OPERATIONS                                          |  |                             | 211,502 |      |   | 69,889 
|INCOME FROM DISCONTINUED OPERATIONS                                        |  |                             | 17,250  |      |   | 44,881 
|                                                                           |  |                             |         |      |   |        
|NET INCOME                                                                 |  | $                           | 228,752 |      | $ | 114,770
|                                                                           |  |                             |         |      |   |        
|NET INCOME- CURRENT GENERAL PARTNER                                        |  | $                           | 2,288   |      | $ | 1,148  
|NET INCOME- LIMITED PARTNERS                                               |  |                             | 226,464 |      |   | 113,622
|                                                                           |  |                             |         |      |   |        
|                                                                           |  | $                           | 228,752 |      | $ | 114,770
|                                                                           |  |                             |         |      |   |        
|PER LIMITED PARTNERSHIP INTEREST, based on 46,280.3 Interests outstanding: |  |                             |         |      |   |        
|INCOME FROM CONTINUING OPERATIONS                                          |  | $                           | 4.52    |      | $ | 1.50   
|INCOME FROM DISCONTINUED OPERATIONS                                        |  |                             | .37     |      |   | .96    
|                                                                           |  |                             |         |      |   |        
|NET INCOME PER LIMITED PARTNERSHIP INTEREST                                |  | $                           | 4.89    |      | $ | 2.46   
|                                                                           |  |                             |         |      |   |        



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



4



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DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP



CONDENSED STATEMENTS OF CASH FLOWS



For the Three Month Periods Ended March 31, 2004 and 2003

(Unaudited)



|                                                                                  |  |      |          |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ---------- | -
|                                                                                  |  | 2004 |          |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |      |          |   |      |   |            |  
|Net income                                                                        |  | $    | 228,752  |   |      | $ | 114,770    |  
|Adjustments to reconcile net income to net cash flows from operating activities - |  |      |          |   |      |   |            |  
|Depreciation and amortization                                                     |  |      | 68,556   |   |      |   | 80,292     |  
|Recovery of amounts previously written off                                        |  |      | (2,405   | ) |      |   | (1,335     | )
|Provision for non-collectible rents and other receivables                         |  |      | 0        |   |      |   | 2,596      |  
|Property write-down                                                               |  |      | 0        |   |      |   | 32,838     |  
|Interest applied to Indemnification Trust account                                 |  |      | (1,000   | ) |      |   | (1,193     | )
|Changes in operating accounts:                                                    |  |      |          |   |      |   |            |  
|Decrease in rents and other receivables                                           |  |      | 480,148  |   |      |   | 484,664    |  
|(Increase) Decrease in prepaid expenses                                           |  |      | (19,548  | ) |      |   | 8,682      |  
|Increase in deferred rent receivable                                              |  |      | (1,037   | ) |      |   | (26,356    | )
|(Increase) Decrease in Property Tax receivable                                    |  |      | (7,103   | ) |      |   | 518        |  
|(Decrease) Increase in due to current General Partner                             |  |      | (616     | ) |      |   | 590        |  
|Decrease in accounts payable and other accrued                                    |  |      | (45,860  | ) |      |   | (104,103   | )
|(Decrease) Increase in property taxes payable                                     |  |      | (55,433  | ) |      |   | 7,062      |  
|Decrease in unearned rental income                                                |  |      | 0        |   |      |   | (75,947    | )
|                                                                                  |  |      |          |   |      |   |            |  
|Net cash flows from operating activities                                          |  |      | 644,454  |   |      |   | 523,078    |  
|                                                                                  |  |      |          |   |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |      |          |   |      |   |            |  
|Payment of leasing commissions                                                    |  |      | 0        |   |      |   | (31,920    | )
|Recoveries from former General Partner affiliates                                 |  |      | 2,405    |   |      |   | 1,335      |  
|                                                                                  |  |      |          |   |      |   |            |  
|Net cash flows from investing activities                                          |  |      | 2,405    |   |      |   | (30,585    | )
|                                                                                  |  |      |          |   |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |      |          |   |      |   |            |  
|Cash distributions to Limited Partners                                            |  |      | (325,000 | ) |      |   | (1,055,000 | )
|Cash distributions to current General Partner                                     |  |      | (915     | ) |      |   | (590       | )
|                                                                                  |  |      |          |   |      |   |            |  
|Net cash flows from financing activities                                          |  |      | (325,915 | ) |      |   | (1,055,590 | )
|                                                                                  |  |      |          |   |      |   |            |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              |  |      | 320,944  |   |      |   | (563,097   | )
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  |  |      | 673,142  |   |      |   | 1,369,248  |  
|                                                                                  |  |      |          |   |      |   |            |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        |  | $    | 994,086  |   |      | $ | 806,151    |  
|                                                                                  |  |      |          |   |      |   |            |  



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



5



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DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP



NOTES TO CONDENSED FINANCIAL STATEMENTS



These unaudited interim condensed financial statements should be read in conjunction with
DiVall Insured Income Properties 2 Limited Partnerships (the Partnership) 2003 annual audited financial statements within Form 10-K.



These unaudited condensed financial statements include all adjustments, which are in the opinion of management, necessary to present a fair statement of the
Partnerships financial position as of March 31, 2004, and the statements of income for the three month periods ended March 31, 2004 and 2003, and cash flows for the three month periods ended March 31, 2004 and 2003.



1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:



DiVall Insured Income Properties 2 Limited Partnership was formed on November 18, 1987,
pursuant to the Uniform Limited Partnership Act of the State of Wisconsin. The initial capital, contributed during 1987, consisted of $300, representing aggregate capital contributions of $200 by the former general partners and $100 by the Initial
Limited Partner. The minimum offering requirements were met and escrowed subscription funds were released to the Partnership as of April 7, 1988. On January 23, 1989, the former general partners exercised their option to increase the offering from
25,000 interests to 50,000 interests and to extend the offering period to a date no later than August 22, 1989. On June 30, 1989, the general partners exercised their option to extend the offering period to a date no later than February 22, 1990.
The offering closed on February 22, 1990, at which point 46,280.3 interests had been sold, resulting in total offering proceeds, net of underwriting compensation and other offering costs, of $39,358,468.



The Partnership is currently engaged in the business of owning and operating its investment
portfolio of commercial real estate properties (the Properties.) The Properties are leased on a triple net basis to, and operated by, franchisors or franchisees of national, regional, and local retail chains under long-term leases. The
lessees are primarily fast food, family style, and casual/theme restaurants, but also include a video rental store and a pre-school. At March 31, 2004, the Partnership owned 21 properties with specialty leasehold improvements in six (6) of these
properties.



Rental revenue from investment properties is recognized on the
straight-line basis over the life of the respective lease. Percentage rents are only accrued when the tenant has reached the sales breakpoint stipulated in the lease.



The Partnership considers its operations to be in only one segment, the operation of a portfolio of commercial real estate leased on a
triple net basis, and therefore no segment disclosure is made.



Depreciation of
the properties and improvements are provided on a straight-line basis over 31.5 years, which are the estimated useful lives of the buildings and improvements. Equipment is depreciated on a straight-line basis over the estimated useful lives of 5 to
7 years.



Deferred charges represent leasing commissions paid when properties
are leased and upon the negotiated extension of a lease. Leasing commissions are capitalized and amortized over the life of the lease.



Real estate taxes, insurance and ground rent on the Partnerships investment properties are the responsibility of the tenant. However, when a tenant fails to make
the required tax payments or when a property becomes vacant, the



6



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Partnership makes the appropriate payment to avoid possible foreclosure of the property. Taxes, insurance and ground rent
are accrued in the period in which the liability is incurred. The Partnership owns one (1) restaurant, which is located on a parcel of land where it has entered into a long-term ground lease. The tenant, Kentucky Fried Chicken, is responsible for
the $3,400 per month ground lease payment.



Cash and cash equivalents include
cash on deposit with financial institutions and highly liquid temporary investments with initial maturities of 90 days or less.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.



Assets disposed of or deemed
to be classified as held for sale require the reclassification of current and previous years operations to discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS 144).



The Partnership periodically
reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnerships review involves comparing current and
future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss is recognized, if any.



During the three month periods ended March 31, 2004 and 2003 the Partnership recognized
income from discontinued operations of $17,000 and $45,000 respectively. The 2004 income from discontinued operations is attributable to the reclassification of the Miami Subs restaurant property to property held for sale in the Fourth Quarter of
2003. The 2003 income from discontinued operations is attributable to the vacant South Milwaukee, WI property (which was sold in April 2003), the property in Milwaukee, WI and the Hardees restaurant in Fond du Lac, WI (which were sold in July
2003), the vacant Twin Falls, ID property (which was sold in August 2003) and the reclassification of the Miami Subs restaurant property to property held for sale in the Fourth Quarter of 2003. The 2003 income from discontinued operations includes a
First Quarter write-down of $33,000 related to the South Milwaukee property.



The components of discontinued operations for the three-month periods ended March 31, 2004 and 2003 are outlined below.



|                         |  |      |          |   |      |   |            |  
|------------------------ |  | ---- | -------- | - | ---- | - | ---------- | -
|                         |  | 2004 |          |   | 2003 |  
|Balance Sheet:           |  |      |          |   |      |   |            |  
|Land                     |  | $    | 325,487  |   |      | $ | 1,462,066  |  
|Buildings                |  |      | 163,257  |   |      |   | 2,045,546  |  
|Accumulated depreciation |  |      | (113,931 | ) |      |   | (1,088,332 | )
|Deferred charges, net    |  |      | 0        |   |      |   | 62,000     |  
|Deferred rent receivable |  |      | 18,750   |   |      |   | 58,129     |  
|                         |  |      |          |   |      |   |            |  
|Property held for sale   |  | $    | 393,563  |   |      | $ | 2,539,409  |  
|                         |  |      |          |   |      |   |            |  



7



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|                                    |  |      |        |      |   |       
|----------------------------------- |  | ---- | ------ | ---- | - | ------
|                                    |  | 2004 |        | 2003
|Statements of Income:               |  |      |        |      |   |       
|Revenues:                           |  |      |        |      |   |       
|Rental Income                       |  | $    | 17,250 |      | $ | 96,149
|                                    |  |      |        |      |   |       
|Total Revenues                      |  |      | 17,250 |      |   | 96,149
|                                    |  |      |        |      |   |       
|Expenses:                           |  |      |        |      |   |       
|Property Write-down                 |  |      | 0      |      |   | 32,838
|Depreciation                        |  |      | 0      |      |   | 10,604
|Amortization                        |  |      | 0      |      |   | 1,826 
|Management Services                 |  |      | 0      |      |   | 6,000 
|                                    |  |      |        |      |   |       
|Total Expenses                      |  |      | 0      |      |   | 51,268
|                                    |  |      |        |      |   |       
|Income from Discontinued Operations |  | $    | 17,250 |      | $ | 44,881
|                                    |  |      |        |      |   |       



The Partnership will be dissolved on
November 30, 2010, or earlier upon the prior occurrence of any of the following events: (a) the disposition of all properties of the Partnership; (b) the written determination by the General Partner that the Partnerships assets may constitute
plan assets for purposes of ERISA; (c) the agreement of Limited Partners owning a majority of the outstanding interests to dissolve the Partnership; or (d) the dissolution, bankruptcy, death, withdrawal, or incapacity of the last
remaining General Partner, unless an additional General Partner is elected previously by a majority of the Limited Partners. During the Second Quarter of 2001, a consent solicitation was circulated, which if approved would have authorized the sale
of the Partnerships assets and dissolution of the Partnership (the 2001 Consent). A majority of the Limited Partners did not vote in favor of the 2001 Consent. Another consent solicitation was circulated during the Second Quarter
of 2003, which if approved would have authorized the sale of the Partnerships assets and dissolution of the Partnership (the 2003 Consent). A majority of the Limited Partners did not vote in favor of the 2003 Consent. Therefore,
the Partnership continues to operate as a going concern.



No provision for
Federal income taxes has been made, as any liability for such taxes would be that of the individual partners rather than the Partnership. At December 31, 2003, the tax basis of the Partnerships assets exceeded the amounts reported in the
accompanying financial statements by approximately $7,346,000.



2.
REGULATORY INVESTIGATION:



A preliminary investigation during 1992
by the Office of Commissioner of Securities for the State of Wisconsin and the Securities and Exchange Commission (the Investigation) revealed that during at least the four years ended December 31, 1992, the former general partners of
the Partnership, Gary J. DiVall (DiVall) and Paul E. Magnuson (Magnuson) had transferred substantial cash assets of the Partnership and two affiliated publicly registered partnerships, DiVall Insured Income Fund Limited
Partnership (DiVall 1) and DiVall Income Properties 3 Limited Partnership (DiVall 3) (collectively the Partnerships) to various other entities previously sponsored by or otherwise affiliated with DiVall and
Magnuson. The unauthorized transfers were in violation of the respective Partnership Agreements and resulted, in part, from material weaknesses in the internal control system of the Partnerships.



8



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Subsequent to discovery, and in response to the regulatory inquiries, a third-party Permanent Manager, The Provo Group,
Inc. (TPG), was appointed (effective February 8, 1993) to assume responsibility for daily operations and assets of the Partnerships as well as to develop and execute a plan of restoration for the Partnerships. Effective May 26, 1993, the
Limited Partners, by written consent of a majority of interests, elected the Permanent Manager, TPG, as General Partner. TPG terminated the former general partners by accepting their tendered resignations.



In 1993, the current General Partner estimated an aggregate recovery of $3 million for the
Partnerships. At that time, an allowance was established against amounts due from former general partners and their affiliates reflecting the estimated $3 million receivable. This net receivable was allocated among the Partnerships based on each
Partnerships pro rata share of the total misappropriation, and restoration costs and recoveries have been allocated based on the same percentage. Through March 31, 2004, $5,825,000 of recoveries have been received which exceeded the original
estimate of $3 million. As a result, from January 1, 1996 through March 31, 2004 the Partnership has recognized a total of $1,137,000 as recovery of amounts previously written off in the statements of income, which represents its share of the excess
recovery. The current General Partner continues to pursue recoveries of the misappropriated funds, however, no further significant recoveries are anticipated.



3. INVESTMENT PROPERTIES:



The total cost of the investment properties and specialty leasehold improvements includes the original purchase price plus acquisition fees and other capitalized costs
paid to an affiliate of the former general partners.



As of March 31, 2004, the
Partnership owned 19 fully constructed fast-food restaurants, a video store, and a preschool. The 21 properties are composed of the following: ten (10) Wendys restaurants, one (1) Dennys restaurant, one (1) Applebees restaurant,
one (1) Popeyes Famous Fried Chicken restaurant, one (1) Hooters restaurant, one (1) Kentucky Fried Chicken restaurant, (1) Chinese Super Buffet restaurant, one (1) Miami Subs restaurant, one (1) Blockbuster Video store, one (1) Sunrise
Preschool, one (1) Panda Buffet Restaurant, and one (1) Daytonas- All Sports Café. The 21 properties are located in a total of eleven (11) states.



The following summarizes significant developments, by property, for properties with such developments.



Popeyes  Park Forest, IL



Through March 2004, Popeyes is current on its monthly lease obligations, however, the tenant is delinquent on its January 2002 percentage rent billing for 2001 of
$72,000 and its February 2003 percentage rent billing for 2002 of $31,500. Management continues to pursue legal remedies in relation to the collection of the tenants percentage rent past due balance of approximately $103,500, however, due to
the uncertainty of collection, the entire amount was fully reserved in the Fourth Quarter of 2003. In addition, through December 31, 2003 Management had charged Popeyes late fees totaling $52,000 (which includes 2003 and 2002 late fee charges
of $35,000 and $17,000, respectively, which were not recognized as revenue due to uncertainty of collection) in relation to the percentage rent balances due. The tenant was delinquent on its reporting of its 2003 monthly sales figures and therefore
2003 percentage rents were not accrued by the Partnership at December 31, 2003.



Per the lease and its amendments (Lease), Popeyes is to timely pay as they come due all taxes charged to the property. However, the tenant failed to pay the 2002 property taxes of approximately $40,000, which were due and
payable to Cook County, Illinois in 2003, as well as approximately $5,000 in assessed late fees. In the Fourth Quarter of 2003 the Partnership accrued the 2002 property taxes and associated late fees, as well as the estimated 2003 property taxes
that will be due in 2004. The 2002 property taxes and late fees were paid by the Partnership in January 2004 and the $20,000 first installment for the 2003 taxes was paid in February 2004. In March 2004 Management learned that the tenant had also
failed to pay the $31,000 second installment of its 2001 property taxes. The Partnership paid the 2001 delinquent property taxes, as well as approximately $10,000 in assessed late fees, in March 2004.



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A Landlords 10 Day Notice Of Default (Notice), dated February 9, 2004, was sent to Quality Foods I, LLC
notifying the Popeyes tenant that payment of the amount due for the 2002 property tax balance is hereby demanded and unless payment is received by the Partnership on or before the expiration of ten (10) days after the date of service of the
Notice, then the Partnership will pursue all legal remedies available which may include an action to recover possession and termination of the Lease. The notice also stated that until such time the Lease is terminated, the tenants other legal
obligations (outstanding percentage rents and future monthly rents) continue in full.



In March 2004 legal counsel obtained in court an order of possession that stated that Popeyes was to vacate the property by April 2, 2004. Management then proceeded to enter into a verbal agreement with Popeyes that the tenant:
(1) pay $25,000 by wire or certified check per month until the Partnership is reimbursed in full for delinquent property taxes paid on Popeyes behalf (the Partnership received $25,000 on April 22, 2004); and (2) fund the 2003 property tax
second installment due in September 2004 through escrow payments made to the Partnership by June 2004. Management intends to waive the outstanding percentage rents and not to take possession of the property if the tenant adheres to this verbal
agreement. Litigation in connection with unpaid percentage rents has not been suspended and will proceed as scheduled until such time as all property tax obligations through 2003 have been satisfied by the tenant.



Miami Subs, FL Property



A sales contract was executed in January 2004 for the sale of the property in the Second
Quarter of 2004 at a sales price of $650,000. The net asset value of the property at March 31, 2004 classified as property held for sale, was approximately $393,000, which included $325,000 related to land, $49,000 related to buildings and
equipment, and $19,000 related to deferred rent.



Hardees property- Fond du Lac, WI



During June 2003,
Management entered into a contract to sell the Hardees restaurant in Fond du Lac, WI at a sales price of $720,000. The closing date on the sale of the property was July 30, 2003 and the net sales proceeds totaled $690,000. A net gain on the
sale of $80,000 was recognized in the Third Quarter of 2003. Closing and other sale related costs amounted to $30,000, which included a sales commission totaling $22,000 paid to a General Partner affiliate in the Third Quarter of 2003.



Milwaukee, WI property



In May 2003 Management entered into a contract to sell the Milwaukee, WI property to the
tenant at a sales price of $825,000. The property was being operated as Omega Restaurant. The closing date on the sale of the property was July 28, 2003, and the net sales proceeds totaled $799,000. A net gain on the sale of $9,000 was recognized in
the Third Quarter of 2003. Closing costs amounted to $1,000, and a sales commission of $25,000 was paid to a General Partner affiliate. In the Second Quarter of 2003 the net asset value of the property was written-down by $15,000 to reflect the net
estimated sales price, less costs to sell, of the property of approximately $790,000.



Grand Forks, ND Property



During February 2003 a new 10-year
lease was executed with Panda Buffet, Inc. in relation to the Grand Forks, ND property, formerly occupied by Village Inn. The lease is set to expire in 2012 and the annual first year base



10



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rent was $32,500. Commissions of $18,500 and $3,700 were paid to an unaffiliated leasing agent and to an affiliate of the
General Partner, respectively, in March 2003. HVAC maintenance and repair expenditures of $18,000 were incurred in the First Quarter of 2003 at the property. The Partnership had incurred expenditures of approximately $27,000 to replace the roof on
the property in the Third Quarter of 2002.



During October 2001, the Village
Inn Restaurant had notified Management of its intent to close and vacate its restaurant in Grand Forks, ND, prior to the expiration of the lease term in 2009. In February 2002, Management was notified Village Inn had closed and vacated the
restaurant. Rent income was collected from the tenant through December 2001, however, no rent was collected from Village Inn for the period beginning January 1, 2002. The Partnership did not recognize rental revenue in 2003 related to Village Inn.



In March 2002 and September 2002, the Partnership paid the propertys
first and second installments of 2001 real estate taxes. The Partnership also paid the 2002 real estate taxes in the Fourth Quarter of 2002. During June 2003 a settlement and lease termination agreement was executed between Management and Village
Inn. The Partnership received a $50,000 termination fee from Village Inn. Management had initiated legal action against Village Inn for defaulted rent and real estate taxes, as well as other damages.



South Milwaukee, WI property



In October 2002 Management entered into a contract to sell the vacant Hardees- South
Milwaukee, WI property at a sales price of $450,000. In the Third Quarter of 2002 the net asset value of the South Milwaukee property was written-down by $98,000 to reflect the estimated fair value of the property at September 30, 2002 of
approximately $450,000, shown on the balance sheet as property held for sale at September 30, 2002. In the First Quarter of 2003 the net asset value of the South Milwaukee property was written-down by an additional $33,000 (to $417,000) to reflect
the net estimated sales price, less costs to sell.



The vacant South Milwaukee
property was sold in April 2003 and the net proceeds upon the sale were $417,000. The net asset value of the property at March 31, 2003 was approximately $417,000. Closing costs amounted to $6,000 and sales commissions related to the sale, which
were paid to non-affiliated brokers, totaled $27,000.



4785 Merle Hay Road- Des Moines, IA



The lease on the property in Des Moines, IA expired on December 31, 2002. In October 2002 Hickory Park, Inc. informed Management that they would not be renewing the property lease. However, in January 2003 Management was notified that the
sub-tenant, Daytonas- All Sports Cafe, did not vacate the Des Moines property and was continuing to operate the property as a restaurant. Management allowed the sub-tenant a holdover lease for two months, and the Partnership received the
January and February 2003 rent payments from Daytonas applicable to the holdover lease. In March 2003 Management executed a five (5) year direct lease with Daytonas, which is set to expire in 2008. The first year base rent was $60,000. A
leasing commission of $9,700 was paid to an affiliate of the General Partner in March 2003 upon the execution of the lease.



Twin Falls, ID property



In February 2003 Management entered into a purchase and sale agreement to sell the vacant Twin Falls property at a sales price of $565,000. The closing date on the sale
of the property was August 22, 2003 and the net sales proceeds totaled $530,000. A net gain of $215,000 was recognized in the Third Quarter of 2003 upon the sale. Closing and other sale related costs amounted to $35,000, which included sales
commissions of $22,000 to a non-affiliated broker and $11,000 to a General Partner affiliate in the Third Quarter of 2003.



11



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During the Fourth Quarter of 2001, the Bankruptcy court granted the motion of Phoenix Restaurant Group, Inc.
(Phoenix) to reject the lease with the Partnership at the Twin Falls, Idaho location. The lease was terminated and rent income ceased in the Fourth Quarter of 2001. Although Phoenix had rejected the lease, its subtenant, Fiesta Time,
maintained possession of the property. Management, therefore, took legal action to evict Fiesta Time from the Twin Falls property. In the Fourth Quarter of 2002, a judgment was entered in Magistrate Court evicting Fiesta Time. However, Fiesta Time
appealed the action to District Court and the Court upheld the judgment in February 2003. The Partnership then received $30,000 in past rent that the court had required Fiesta Time to escrow during the court proceedings.



Former Mulberry Street Grill property- Phoenix, AZ



During April 2001, the sub-tenant AMF Corporation notified Management of its intent to close
and vacate its Mulberry Street Grill restaurant in Phoenix, Arizona. Although the lease on the property was not set to expire until 2007, monthly rental and Common Area Maintenance (CAM) income ceased as of June 1, 2001. The past due amount of
$10,000 was reserved in the Fourth Quarter of 2001, due to its uncertainty of collection. Management moved forward with all legal remedies to collect the balances due from AMF, however, Management learned in the Third Quarter of 2002 that AMF had
filed for bankruptcy and that the bankruptcy court had released AMF from all of its debts. The Partnership owned the building in Phoenix, Arizona occupied by the Mulberry Street Grill restaurant, however, the land upon which the building was located
was leased (the Ground Lease) to the Partnership by the Ground Lease Landlord, Centre at 38thStreet,
L.L.C, (Centre.) During the Second Quarter of 2001 Management returned possession of the property to Centre and as such the net asset value of the property was written-off in the Fourth Quarter of 2001, resulting in a loss of $157,000.



Beginning in May 2001 and through December 2001 the Partnership accrued but
withheld payment of the ground lease obligations to Centre, and on December 31, 2001 the total ground lease accrual approximated $50,000. In the Second Quarter of 2001, Centre filed suit against the Partnership and TPG (as General Partner) seeking
possession of the property and damages for breach of the Ground Lease. In April 2002, an additional $43,000 was accrued as payable to Centre, due to the Courts granting a summary judgment of $93,000 against the Partnership. In June 2002 the
Partnership filed an appeal with respect to this judgment. In September 2002, the Partnership was required to escrow a $140,000 cash bond at the clerk of the court during the appeal process. A Settlement Agreement and Mutual Release (the
Agreement) was made and entered into as of February 1, 2003. According to the terms of the Agreement the Partnership was required to pay Centre $115,000 (the Settlement) to discharge all claims of Centre against the
Partnership and TPG (except for violations of environmental laws.) The court returned the $140,000 cash bond to the Partnership in April 2003. (See Legal Proceedings in Note 10 and Part II  Item 1.)



Other Investment in Properties Information



According to the Partnership Agreement, the former general partners were to commit 80% of
the original offering proceeds to investment in properties. Upon the close of the offering, approximately 75% of the original proceeds were invested in the Partnerships properties.



At March 31, 2004 the owners of the Panda Buffet property have an option to purchase the property at a price, which approximates the net
asset value of the property. The current General Partner is not aware of any unfavorable purchase options in relation to the original cost with other properties.



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4. PARTNERSHIP AGREEMENT:



The Partnership Agreement, prior to an amendment effective May 26, 1993, provided that, for financial reporting and income tax purposes, net
profits or losses from operations were allocated 90% to the Limited Partners and 10% to the general partners. The Partnership Agreement also provided for quarterly cash distributions from Net Cash Receipts, as defined, within 60 days after the last
day of the first full calendar quarter following the date of release of the subscription funds from escrow, and each calendar quarter thereafter, in which such funds were available for distribution with respect to such quarter. Such distributions
were to be made 90% to Limited Partners and 10% to the former general partners, provided, however, that quarterly distributions were to be cumulative and were not to be made to the former general partners unless and until each Limited Partner had
received a distribution from Net Cash Receipts in an amount equal to 10% per annum, cumulative simple return on his or her Adjusted Original Capital, as defined, from the Return Calculation Date, as defined.



Net Proceeds, as originally defined, were to be distributed as follows: (a) to the Limited
Partners, an amount equal to 100% of their Adjusted Original Capital; (b) then, to the Limited Partners, an amount necessary to provide each Limited Partner a Liquidation Preference equal to a 13.5% per annum, cumulative simple return on Adjusted
Original Capital from the Return Calculation date including in the calculation of such return all prior distributions of Net Cash Receipts and any prior distributions of Net Proceeds under this clause; and (c) then, to Limited Partners, 90% and to
the General Partners, 10%, of the remaining Net Proceeds available for distribution.



On May 26, 1993, pursuant to the results of a solicitation of written consents from the Limited Partners, the Partnership Agreement was amended to replace the former general partners and amend various sections of the agreement. The former
general partners were replaced as General Partner by The Provo Group, Inc., an Illinois corporation. Under the terms of the amendment, net profits or losses from operations are allocated 99% to the Limited Partners and 1% to the current General
Partner. The amendment also provided for distributions from Net Cash Receipts to be made 99% to Limited Partners and 1% to the current General Partner, provided that quarterly distributions are cumulative and are not to be made to the current
General Partner unless and until each Limited Partner has received a distribution from Net Cash Receipts in an amount equal to 10% per annum, cumulative simple return on his or her Adjusted Original Capital, as defined, from the Return Calculation
Date, as defined, except to the extent needed by the General Partner to pay its federal and state income taxes on the income allocated to it attributable to such year. Distributions paid to the General Partner are based on the estimated tax
liability resulting from allocated income. Subsequent to the filing of the General Partners income tax returns, a true up with actual distributions is made.



The provisions regarding distribution of Net Proceeds, as defined, were also amended to provide that Net Proceeds are to be distributed as
follows: (a) to the Limited Partners, an amount equal to 100% of their Adjusted Original Capital; (b) then, to the Limited Partners, an amount necessary to provide each Limited Partner a Liquidation Preference equal to a 13.5% per annum, cumulative
simple return on Adjusted Original Capital from the Return Calculation Date including in the calculation of such return on all prior distributions of Net Cash Receipts and any prior distributions of Net Proceeds under this clause, except to the
extent needed by the General Partner to pay its federal and state income tax on the income allocated to it attributable to such year; and (c) then, to Limited Partners, 99%, and to the General Partner, 1%, of remaining Net Proceeds available for
distribution.



Additionally, per the amendment of the Partnership Agreement
dated May 26, 1993, the total compensation paid to all persons for the sale of the investment properties is limited to a competitive real estate commission, not to exceed 6% of the contract price for the sale of the property. The General Partner may
receive up to one-half of the competitive real estate commission, not to exceed 3%, provided that the General Partner provides a substantial amount of services in the sales effort. It is further provided that a portion of the amount of such fees
payable to the General Partner is subordinated to its success in recovering the funds misappropriated by the former general partners. (See Note 7)



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Effective June 1, 1993, the Partnership Agreement was amended to (i) change the definition of Distribution
Quarter to be consistent with calendar quarters, and (ii) change the distribution provisions to subordinate the General Partners share of distributions from Net Cash Receipts and Net Proceeds, except to the extent necessary for the
General Partner to pay its federal and state income taxes on Partnership income allocated to the General Partner. Because these amendments do not adversely affect the rights of the Limited Partners, pursuant to section 10.2 of the Partnership
Agreement, the General Partner made the amendments without a vote of the Limited Partners.



5. LEASES:



Original lease terms
for the majority of the investment properties are generally 10 - 20 years from their inception. The leases generally provide for minimum rents and additional rents based upon percentages of gross sales in excess of specified sales breakpoints. The
lessee is responsible for occupancy costs such as maintenance, insurance, real estate taxes, and utilities. Accordingly, these amounts are not reflected in the statements of income except in circumstances where, in managements opinion, the
Partnership will be required to pay such costs to preserve its assets (i.e., payment of past-due real estate taxes). Management has determined that the leases are properly classified as operating leases; therefore, rental income is reported when
earned on a straight-line basis and the cost of the property, excluding the cost of the land, is depreciated over its estimated useful life.



As of March 31, 2004 aggregate minimum operating lease payments to be received under the leases for the Partnerships properties, excluding property held for sale,
are as follows:



|                         |  |   |           
|------------------------ |  | - | ----------
|Year ending December 31, |  |   |           
|2004                     |  | $ | 1,666,908 
|2005                     |  |   | 1,670,908 
|2006                     |  |   | 1,580,408 
|2007                     |  |   | 1,563,325 
|2008                     |  |   | 1,416,575 
|Thereafter               |  |   | 7,888,173 
|                         |  |   |           
|                         |  | $ | 15,786,297
|                         |  |   |           



Percentage rentals included in rental
income in the quarters ended March 31, 2004 and 2003, were $4,000.



Base rents
for WenCoast Restaurants, a franchisee of Wendys restaurants, accounted for 52% of total operating base rents for 2003 (excluding properties sold or held for sale in 2003.) For the three-month period ended March 31, 2004 Wencoast base rents
accounted for 51% of total operating base rents.



6. TRANSACTIONS WITH
CURRENT GENERAL PARTNER AND ITS AFFILIATES:



The current General
Partner was to receive a management fee (Base Fee) for managing the three original affiliated Partnerships equal to 4% of gross receipts, subject to a minimum of $300,000 annually, and a maximum annual reimbursement for office rent and
related office overhead of $25,000, as provided in the Permanent Manager Agreement (PMA). The current General Partner receives a Base Fee for managing the Partnership equal to 4% of gross receipts and the Partnership shall only be
responsible for its allocable share of such minimum



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and maximum annual amounts as indicated above ($159,000 minimum annual Base Fee and $13,250 maximum annual office rent
and related office overhead reimbursement). Effective March 1, 2004, the minimum annual Base Fee and the maximum annual reimbursement for office rent and overhead increased by 2.28%, representing the allowable annual Consumer Price Index adjustment
per the PMA. Therefore, as of March 1, 2004 the minimum monthly Base Fee paid by the Partnership was raised to $17,288.



For purposes of computing the 4% overall fee, gross receipts includes amounts recovered in connection with the misappropriation of assets by the former general partners
and their affiliates. TPG has received fees from the Partnership totaling $55,955 to date on the amounts recovered, which includes 2004 fees of $96. The fees received from the Partnership on the amounts recovered reduce the 4% minimum fee by that
same amount.



Amounts paid and/or accrued to the current General Partner and
its affiliates for the three -month periods ended March 31, 2004 and 2003 are as follows:



|                                         |  |                                                        |        |                                                        |   |       
|---------------------------------------- |  | ------------------------------------------------------ | ------ | ------------------------------------------------------ | - | ------
|Current General Partner                  |  | Incurred for the Three-monthPeriod endedMarch 31, 2004 |        | Incurred for the Three-monthPeriod endedMarch 31, 2003
|Management fees                          |  | $                                                      | 50,998 |                                                        | $ | 50,130
|Restoration fees                         |  |                                                        | 96     |                                                        |   | 53    
|Overhead allowance                       |  |                                                        | 4,122  |                                                        |   | 4,049 
|Leasing commissions                      |  |                                                        |        |                                                        |   | 13,420
|Reimbursement for out-of-pocket expenses |  |                                                        | 1,250  |                                                        |   | 1,318 
|Cash distribution                        |  |                                                        | 915    |                                                        |   | 590   
|                                         |  |                                                        |        |                                                        |   |       
|                                         |  | $                                                      | 57,381 |                                                        | $ | 69,560
|                                         |  |                                                        |        |                                                        |   |       



7. CONTINGENT LIABILITIES:



According to the Partnership Agreement, as amended, the current General
Partner may receive a disposition fee not to exceed 3% of the contract price of the sale of investment properties. Fifty percent (50%) of all such disposition fees earned by the current General Partner is to be escrowed until the aggregate amount of
recovery of the funds misappropriated from the Partnerships by the former general partners is greater than $4,500,000. Upon reaching such recovery level, full disposition fees will thereafter be payable and fifty percent (50%) of the previously
escrowed amounts will be paid to the current General Partner. At such time as the recovery exceeds $6,000,000 in the aggregate, the remaining escrowed disposition fees shall be paid to the current General Partner. If such levels of recovery are not
achieved, the current General Partner will contribute the amounts escrowed towards the recovery. In lieu of an escrow, 50% of all such disposition fees have been paid directly to a restoration account and then distributed among the three original
Partnerships. Fifty percent (50%) of the total amount paid to the restoration account was refunded to the current General Partner during March 1996 after exceeding the recovery level of $4,500,000. The General Partner does not expect any future
refunds, as the possibility of achieving the $6,000,000 recovery threshold appears remote.



8. PMA INDEMNIFICATION TRUST:



The PMA provides that the Permanent Manager will be indemnified from any claims or expenses arising out of or relating to the Permanent Manager serving in such capacity or as substitute general partner, so long as such claims do not arise
from fraudulent or criminal misconduct by the Permanent Manager. The PMA provides that the



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Partnership fund this indemnification obligation by establishing a reserve of up to $250,000 of Partnership assets which
would not be subject to the claims of the Partnerships creditors. An Indemnification Trust (Trust) serving such purposes has been established at United Missouri Bank, N.A. The Trust has been fully funded with Partnership assets as
of March 31, 2004. Funds are invested in U.S. Treasury securities. In addition, $133,322 of earnings has been credited to the Trust as of March 31, 2004. The rights of the Permanent Manager to the Trust shall be terminated upon the earliest to occur
of the following events: (i) the written release by the Permanent Manager of any and all interest in the Trust; (ii) the expiration of the longest statute of limitations relating to a potential claim which might be brought against the Permanent
Manager and which is subject to indemnification; or (iii) a determination by a court of competent jurisdiction that the Permanent Manager shall have no liability to any person with respect to a claim which is subject to indemnification under the
PMA. At such time as the indemnity provisions expire or the full indemnity is paid, any funds remaining in the Trust will revert back to the general funds of the Partnership.



9. FORMER GENERAL PARTNERS CAPITAL ACCOUNTS:



The capital account balance of the former general partners as of May 26, 1993, the date of their removal as general partners pursuant to the
results of a solicitation of written consents from the Limited Partners, was a deficit of $840,229. At December 31, 1993, the former general partners deficit capital account balance in the amount of $840,229 was reallocated to the Limited
Partners.



10. LEGAL PROCEEDINGS:



Former Mulberry Street Grill property



The Partnership owned the building in Phoenix, Arizona occupied by the Mulberry Street
Grill restaurant, which was located on a parcel of land leased to the Partnership pursuant to a long-term ground lease (the Ground Lease.) The Ground Lease was considered an operating lease and the lease payments were paid by the
Partnership and expensed in the periods to which they applied. During the Second Quarter of 2001, sub-tenant AMF Corporation (AMF) notified Management of its intent to close its Mulberry Street Grill restaurant. Although the sub-lease
had not expired, since such notification the Partnership had received no rent from the former tenant and had returned possession of the Phoenix, Arizona property to the Ground Lease Landlord, Centre at 38thStreet, L.L.C., (Centre.) Beginning in May 2001 and through December 2001 the Partnership accrued but withheld payment of the ground lease
obligations, and on December 31, 2001 the total ground lease accrual approximated $50,000. On June 12, 2001 Centre leased the property to a new tenant.



On June 18, 2001, Centre filed a lawsuit (the Complaint) in the Maricopa County, Arizona, Superior Court, against the Partnership and TPG. The Complaint
alleged that the Partnership was a tenant under a Ground Lease with Centre and that the Partnership defaulted on its obligations under that lease. The suit named TPG as a defendant because TPG is the Partnerships general partner. The Complaint
sought damages for unpaid rent, commissions, improvements, and unspecified other damages exceeding $120,000.



The Partnership and TPG filed an answer denying any liability to Centre. In addition, the Partnership filed a third-party complaint against the National Restaurant Group, (National Restaurant), L.L.C., and
its sub-tenant AMF. In the third-party complaint, the Partnership alleged that National Restaurant and AMF are liable to the Partnership for breach of the subleases and any damages for which the Partnership may be held liable pursuant to the Ground
Lease. Due to the bankruptcy filing by AMF the Partnership was prevented from proceeding against them. The Partnership was unable to proceed with the claim against National Restaurant due to the failure to locate.



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On April 10, 2002 the Maricopa County Superior Court granted Centres motion for summary judgment against the
Partnership and TPG. The Court entered a final judgment (the Judgment) on May 22, 2002, awarding approximately $93,000 in damages to Centre, as well as attorneys fees and court costs in the amount of $16,000. As of December 31,
2001 the Partnership had accrued $50,000 in ground lease obligations payable to Centre and the remaining summary judgment balance of $43,000 was accrued in April 2002.



On June 20, 2002 the Partnership and TPG filed a Notice of Appeal (the Appeal) with respect to such Judgment. Both parties filed
briefs with the Court of Appeals, and the Court set oral argument for March 5, 2003. In order to prevent Centre from enforcing the judgment while the Appeal was pending, in August 2002, the Partnership deposited a $140,000 cashiers check with
the Clerk of the Maricopa County Superior Court to serve as a bond. By law, the amount of the bond must be sufficient to cover the amount of the judgment, plus interest, and any additional costs that may be incurred during the appeal.



In early January 2003, Centre informed the Partnership that the replacement tenant had
vacated the premises. In February 2003 the Partnership made an offer to Centre to settle the lawsuit and terminate the Ground Lease. In February 2003 a Settlement Agreement and Mutual Release (Agreement) was executed between Centre, the
Partnership and TPG. The Agreement included a February 28, 2003 settlement payment of $115,000 (the Settlement) from the Partnership to Centre in satisfaction of any and all obligations the Partnership and TPG has now, or may have in the
future, to Centre, whether in connection with the Complaint, the Judgment, the Ground Lease, or otherwise, except for any liability for violations of environmental law for which the Partnership is liable. In addition, the Agreement includes the
termination of the Ground Lease, dismissal of the Partnerships Appeal, and the mutual liability release of all parties relating to or arising out of the Ground Lease, the Complaint, the Judgment, and the Appeal, except for violations of
environmental laws.



Upon filing the Agreement with the Court, the $140,000
cash bond was returned from the clerk of the court to the Partnership in April 2003.



DeDan bankruptcy



During January 2004 the Partnership received a one-time settlement payment of approximately $25,000 from the Bankruptcy Court in relation to the DeDan bankruptcy
litigation. In the late 1980s, DiVall 2 leased some properties to DeDan, Inc. the leases of which were guaranteed by the owner of DeDan, Dan Fore. These leases went into default in the early 1990s and DiVall 2 obtained possession of the
properties and re-leased them to various entities. The original lessee, DeDan and Dan Fore, ended up in bankruptcy and DiVall 2 filed a claim in the Bankruptcy Court for damages incurred due to the lease defaults.



11. SUBSEQUENT EVENTS:



On May 14, 2004, the Partnership is scheduled to make distributions to the Limited Partners
of $415,000 amounting to $8.97 per Interest.



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



Liquidity and Capital Resources:



Investment Properties and Net Investment in Direct Financing Leases



The Properties, including equipment held by the Partnership and
properties held for sale at March 31, 2004, were originally purchased at a price, including acquisition costs, of approximately $16,741,210.



The total cost of the investment properties and specialty leasehold improvements includes the original purchase price plus acquisition fees and other capitalized costs
paid to an affiliate of the former general partners.



As of March 31, 2004, the
Partnership owned 19 fully constructed fast-food restaurants, a video store, and a preschool. The 21 properties are composed of the following: ten (10) Wendys restaurants, one (1) Dennys restaurant, one (1) Applebees restaurant,
one (1) Popeyes Famous Fried Chicken restaurant, one (1) Hooters restaurant, one (1) Kentucky Fried Chicken restaurant, (1) Chinese Super Buffet restaurant, one (1) Miami Subs restaurant, one (1) Blockbuster Video store, one (1) Sunrise
Preschool, one (1) Panda Buffet Restaurant, and one (1) Daytonas- All Sports Café. The 21 properties are located in a total of eleven (11) states.



During the three month periods ended March 31, 2004 and 2003 the Partnership recognized income from discontinued operations of $17,000 and $45,000, respectively. The
2004 income from discontinued operations is attributable to reclassification of the Miami Subs restaurant property to property held for sale in the Fourth Quarter of 2003. The 2003 income from discontinued operations is attributable to the vacant
South Milwaukee, WI property (which was sold in April 2003), the property in Milwaukee, WI and the Hardees restaurant in Fond du Lac, WI (which were sold in July 2003), the vacant Twin Falls, ID property (which was sold in August 2003) and the
reclassification of the Miami Subs restaurant property to property held for sale in the Fourth Quarter of 2003. The 2003 income from discontinued operations includes a First Quarter write-down of $33,000 related to the South Milwaukee property.



The following summarizes significant developments, by property, for properties
with such developments.



Popeyes
 Park Forest, IL



Through March 2004, Popeyes is current on
its monthly lease obligations, however, the tenant is delinquent on its January 2002 percentage rent billing for 2001 of $72,000 and its February 2003 percentage rent billing for 2002 of $31,500. Management continues to pursue legal remedies in
relation to the collection of the tenants percentage rent past due balance of approximately $103,500, however, due to the uncertainty of collection, the entire amount was fully reserved in the Fourth Quarter of 2003. In addition, through
December 31, 2003 Management had charged Popeyes late fees totaling $52,000 (which includes 2003 and 2002 late fee charges of $35,000 and $17,000, respectively, which have not been recognized as revenue due to uncertainty of collection) in
relation to the percentage rent balances due. The tenant is delinquent on its reporting of its 2003 monthly sales figures and therefore 2003 percentage rents were not accrued by the Partnership at December 31, 2003.



Per the lease and its amendments (Lease), Popeyes is to timely pay as they
come due all taxes charged to the property. However, the tenant failed to pay the 2002 property taxes of approximately $40,000, which were due and payable to Cook County, Illinois in 2003, as well as approximately $5,000 in assessed late fees. In
the Fourth Quarter of 2003 the Partnership accrued the 2002 property taxes and associated late fees, as well as the estimated 2003 property taxes that will be due in 2004. The 2002 property taxes and late fees were paid by the Partnership



18



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in January 2004 and the $20,000 first installment for the 2003 taxes was paid in February 2004. In March 2004 Management
learned that the tenant had also failed to pay the $31,000 second installment of its 2001 property taxes. The Partnership paid the 2001 delinquent property taxes, as well as approximately $10,000 in assessed late fees, in March 2004.



A Landlords 10 Day Notice Of Default (Notice), dated February 9, 2004, was
sent to Quality Foods I, LLC notifying the Popeyes tenant that payment of the amount due for the 2002 property tax balance is hereby demanded and unless payment is received by the Partnership on or before the expiration of ten (10) days after
the date of service of the Notice, then the Partnership will pursue all legal remedies available which may include an action to recover possession and termination of the Lease. The notice also stated that until such time the Lease is terminated, the
tenants other legal obligations (outstanding percentage rents and future monthly rents) continue in full.



In March 2004 legal counsel obtained in court an order of possession that stated that Popeyes was to vacate the property by April 2, 2004. Management then proceeded
to enter into a verbal agreement with Popeyes that the tenant: (1) pay $25,000 by wire or certified check per month until the Partnership is reimbursed in full for delinquent property taxes paid on Popeyes behalf (the Partnership
received $25,000 on April 22, 2004); and (2) fund the 2003 property tax second installment due in September 2004 through escrow payments made to the Partnership by June 2004. Management intends to waive the outstanding percentage rents and not to
take possession of the property if the tenant adheres to this verbal agreement. Litigation in connection with unpaid percentage rents has not been suspended and will proceed as scheduled until such time as all property tax obligations through 2003
have been satisfied by the tenant.



Miami
Subs, FL Property



A sales contract was executed in January 2004 for the
sale of the property in the Second Quarter of 2004 at a sales price of $650,000. The net asset value of the property at March 31, 2004, classified as property held for sale, was approximately $393,000, which included $325,000 related to land,
$49,000 related to buildings and equipment, and $19,000 related to deferred rent.



Hardees property- Fond du Lac, WI



During June 2003, Management entered into a contract to sell the Hardees restaurant in Fond du Lac, WI at a sales price of $720,000. The closing date on the sale
of the property was July 30, 2003 and the net sales proceeds totaled $690,000. A net gain on the sale of $80,000 was recognized in the Third Quarter of 2003. Closing and other sale related costs amounted to $30,000, which included a sales commission
totaling $22,000 paid to a General Partner affiliate in the Third Quarter of 2003.



Milwaukee, WI property



In May 2003 Management entered into a contract to sell the Milwaukee, WI property to the tenant at a sales price of $825,000. The property was being operated as Omega
Restaurant. The closing date on the sale of the property was July 28, 2003, and the net sales proceeds totaled $799,000. A net gain on the sale of $9,000 was recognized in the Third Quarter of 2003. Closing costs amounted to $1,000, and a sales
commission of $25,000 was paid to a General Partner affiliate. In the Second Quarter of 2003 the net asset value of the property was written-down by $15,000 to reflect the net estimated sales price, less costs to sell, of the property of
approximately $790,000.



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Grand Forks, ND Property



During February 2003 a new 10-year lease was executed with Panda Buffet, Inc. in relation to
the Grand Forks, ND property, formerly occupied by Village Inn. The lease is set to expire in 2012 and the annual first year base rent is $32,500. Commissions of $18,500 and $3,700 were paid to an unaffiliated leasing agent and to an affiliate of
the General Partner, respectively, in March 2003. HVAC maintenance and repair expenditures of $18,000 were incurred in the First Quarter of 2003 at the property. The Partnership had incurred expenditures of approximately $27,000 to replace the roof
on the property in the Third Quarter of 2002.



During October 2001, the Village
Inn Restaurant had notified Management of its intent to close and vacate its restaurant in Grand Forks, ND, prior to the expiration of the lease term in 2009. In February 2002, Management was notified Village Inn had closed and vacated the
restaurant. Rent income was collected from the tenant through December 2001, however, no rent was collected from Village Inn for the period beginning January 1, 2002. The Partnership did not recognize rental revenue in 2003 related to Village Inn.



In March 2002 and September 2002, the Partnership paid the propertys
first and second installments of 2001 real estate taxes. The Partnership also paid the 2002 real estate taxes in the Fourth Quarter of 2002. During June 2003 a settlement and lease termination agreement was executed between Management and Village
Inn. The Partnership received a $50,000 termination fee from Village Inn. Management had initiated legal action against Village Inn for defaulted rent and real estate taxes, as well as other damages.



South Milwaukee, WI property



In October 2002 Management entered into a contract to sell the vacant Hardees- South
Milwaukee, WI property at a sales price of $450,000. In the Third Quarter of 2002 the net asset value of the South Milwaukee property was written-down by $98,000 to reflect the estimated fair value of the property at September 30, 2002 of
approximately $450,000, shown on the balance sheet as property held for sale at September 30, 2002. In the First Quarter of 2003 the net asset value of the South Milwaukee property was written-down by an additional $33,000 (to $417,000) to reflect
the net estimated sales price, less costs to sell.



The vacant South Milwaukee
property was sold in April 2003 and the net proceeds upon the sale were $417,000. The net asset value of the property at March 31, 2003 was approximately $417,000. Closing costs amounted to $6,000 and sales commissions related to the sale, which
were paid to non-affiliated brokers, totaled $27,000.



4785 Merle Hay Road- Des Moines, IA



The lease on the property in Des Moines, IA expired on December 31, 2002. In October 2002 Hickory Park, Inc. informed Management that they would not be renewing the property lease. However, in January 2003 Management was notified that the
sub-tenant, Daytonas- All Sports Cafe, did not vacate the Des Moines property and was continuing to operate the property as a restaurant. Management allowed the sub-tenant a holdover lease for two months, and the Partnership received the
January and February 2003 rent payments from Daytonas applicable to the holdover lease. In March 2003 Management executed a five (5) year direct lease with Daytonas, which is set to expire in 2008. The first year base rent was $60,000. A
leasing commission of $9,700 was paid to an affiliate of the General Partner in March 2003 upon the execution of the lease.



20



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Twin Falls, ID property



In February 2003 Management entered into a purchase and sale agreement to sell the vacant
Twin Falls property at a sales price of $565,000. The closing date on the sale of the property was August 22, 2003 and the net sales proceeds totaled $530,000. A net gain of $215,000 was recognized in the Third Quarter of 2003 upon the sale. Closing
and other sale related costs amounted to $35,000, which included sales commissions of $22,000 to a non-affiliated broker and $11,000 to a General Partner affiliate in the Third Quarter of 2003.



During the Fourth Quarter of 2001, the Bankruptcy court granted the motion of Phoenix
Restaurant Group, Inc. (Phoenix) to reject the lease with the Partnership at the Twin Falls, Idaho location. The lease was terminated and rent income ceased in the Fourth Quarter of 2001. Although Phoenix had rejected the lease, its
subtenant, Fiesta Time, maintained possession of the property. Management, therefore, took legal action to evict Fiesta Time from the Twin Falls property. In the Fourth Quarter of 2002, a judgment was entered in Magistrate Court evicting Fiesta
Time. However, Fiesta Time appealed the action to District Court and the Court upheld the judgment in February 2003. The Partnership then received $30,000 in past rent that the court had required Fiesta Time to escrow during the court proceedings.



Former Mulberry Street Grill property-
Phoenix, AZ



During April 2001, the sub-tenant AMF Corporation notified
Management of its intent to close and vacate its Mulberry Street Grill restaurant in Phoenix, Arizona. Although the lease on the property was not set to expire until 2007, monthly rental and Common Area Maintenance (CAM) income ceased as of June 1,
2001. The past due amount of $10,000 was reserved in the Fourth Quarter of 2001, due to its uncertainty of collection. Management moved forward with all legal remedies to collect the balances due from AMF, however, Management learned in the Third
Quarter of 2002 that AMF had filed for bankruptcy and that the bankruptcy court had released AMF from all of its debts. The Partnership owned the building in Phoenix, Arizona occupied by the Mulberry Street Grill restaurant, however, the land upon
which the building was located was leased (the Ground Lease) to the Partnership by the Ground Lease Landlord, Centre at 38thStreet, L.L.C, (Centre.) During the Second Quarter of 2001 Management returned possession of the property to Centre and as such the net asset value of the property was written-off in the Fourth Quarter of 2001,
resulting in a loss of $157,000.



Beginning in May 2001 and through December
2001 the Partnership accrued but withheld payment of the ground lease obligations to Centre, and on December 31, 2001 the total ground lease accrual approximated $50,000. In the Second Quarter of 2001, Centre filed suit against the Partnership and
TPG (as General Partner) seeking possession of the property and damages for breach of the Ground Lease. In April 2002, an additional $43,000 was accrued as payable to Centre, due to the Courts granting a summary judgment of $93,000 against the
Partnership. In June 2002 the Partnership filed an appeal with respect to this judgment. In September 2002, the Partnership was required to escrow a $140,000 cash bond at the clerk of the court during the appeal process. A Settlement Agreement and
Mutual Release (the Agreement) was made and entered into as of February 1, 2003. According to the terms of the Agreement the Partnership was required to pay Centre $115,000 (the Settlement) to discharge all claims of Centre
against the Partnership and TPG (except for violations of environmental laws.) The court returned the $140,000 cash bond to the Partnership in April 2003. (See Legal Proceedings in Note 10 and Part II- Item 1.)



Other Investment in Properties Information



According to the Partnership Agreement, the former general partners were to
commit 80% of the original offering proceeds to investment in properties. Upon the close of the offering, approximately 75% of the original proceeds were invested in the Partnerships properties.



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At March 31, 2004 the owners of the Panda Buffet property have an option to purchase the property at a price, which
approximates the net asset value of the property. The current General Partner is not aware of any unfavorable purchase options in relation to the original cost with other properties.



Other Assets



Property held for sale, which is due to the classification of the Miami Subs property as held for sale in the Fourth Quarter of 2003, amounted to approximately $393,000
at March 31, 2004 and included $325,000 related to land, $49,000 related to buildings and equipment, and $19,000 related to deferred rent.



Cash and cash equivalents, held by the Partnership, totaled approximately $994,000 at March 31, 2004 compared to $673,000 at December 31, 2003. Cash of $415,000 is
anticipated to be used to fund the First Quarter 2004 distributions to Limited Partners in May 2004; cash of $47,000 is anticipated to be used for the payment of accounts payable and accrued expenses; and the remainder represents amounts deemed
necessary to allow the Partnership to operate normally.



Cash generated through
the operations of the Partnerships Properties and sales of Properties will provide the sources for future fund liquidity and Limited Partner distributions.



The Partnership established an Indemnification Trust (the Trust) during the Fourth Quarter of 1993, deposited $100,000 in the
Trust during 1993 and completed funding of the Trust with $150,000 during 1994. The provision to establish the Trust was included in the Permanent Manager Agreement for the indemnification of TPG, in the absence of fraud or gross negligence, from
any claims or liabilities that may arise from TPG acting as Permanent Manager. The Trust is owned by the Partnership. For additional information regarding the Trust refer to Note 8 to the condensed financial statements included in Item 1 of this
report.



Rents and other receivables amounted to approximately $30,000 (net of
allowance of $103,500) at March 31, 2004 compared to $510,000 (net of allowance of $103,500) as of December 31, 2003. The tenant Miami Subs is delinquent on approximately four months rent ($19,000) and has made a verbal agreement with Management to
make catch-up payments. The tenant Popeyes- Park Forest is delinquent on its January 2002 percentage rent billing for 2001 of $72,000 and its February 2003 percentage rent billing for 2002 of $31,500. Management continues to pursue legal
remedies in relation to the collection of the tenants percentage rent past due balance of approximately $103,500, however, due to the uncertainty of collection, the entire amount was fully reserved in the Fourth Quarter of 2003. In addition,
Management had charged Popeyes late fees totaling $52,000 (which includes 2003 and 2002 late fee charges of $35,000 and $17,000, respectively, which were not recognized as revenue due to uncertainty of collection) in relation to the percentage
rent balances due. (For further discussion see Note 3- Investment Properties.) Village Inn in Grand Forks, ND was in default in relation to its January 2002 through June 2003 lease payments. The Partnership did not recognize revenue in 2003 related
to Village Inn. Management initiated legal action against Village Inn for past due rents of approximately $137,000, as well as other damages. Due to the uncertainty of collection, the past due 2002 rents totaling approximately $97,000 were fully
reserved in the year 2002. In the year 2002 Management charged Village Inn late fees totaling $3,400 (which were not recognized as revenue due to uncertainty of collection) in relation to the 2002 past due rents. During June 2003 the Partnership
recovered $50,000 in past rent due from Village Inn pursuant to the execution of a settlement and lease termination agreement. The remaining past due rents and allowances were removed from the balance sheet in June 2003.



Property tax receivable at March 31, 2004 totaled $7,000. The balance primarily represents
the second installment of Panda Buffets 2003 real estate taxes due the Partnership. Repayment of the first installment was received by the Partnership in March 2004.



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Deferred charges totaled approximately $270,000 and $273,000, net of accumulated amortization, at March 31, 2004 and
December 31, 2003, respectively. Deferred charges represent leasing commissions paid when properties are leased or upon the negotiated extension of a lease. Leasing commissions are capitalized and amortized over the life of the lease. During the
First Quarter of 2003, commissions of $18,500 and $3,700 were paid to an unaffiliated leasing agent and to an affiliate of the General Partner, respectively, upon the execution of the new Panda Buffet lease, and a commission of $9,700 was paid to an
affiliate of the General Partner upon the execution of the new Daytonas- All Sports Café lease. Deferred charges totaling $56,000 related to the Milwaukee, WI and Hardees- Fond du Lac, WI properties were written-off when the two
properties were sold in the Third Quarter of 2003.



Liabilities



Accounts payable and accrued expenses at March 31, 2004, in the
amount of $47,000, primarily represented the accruals of auditing, tax and data processing fees.



Property taxes payable at March 31, 2004 and December 31, 2003 amounted to $32,000 and $88,000 respectively. Property taxes payable at December 31, 2003, primarily represented 2003 and 2002 real estate taxes due for
the Popeyes- Park Forest property. Since the tenant was delinquent on payment of these taxes to Cook County, Illinois, the Partnership paid the 2002 property taxes in January 2004 and the first installment of the 2003 taxes in February 2004.
The Partnership continues to pursue legal remedies to collect reimbursement from the tenant, but has not recognized any revenue related to these accounts as of March 31, 2004.



Due to the Current General Partner amounted to $1,368 at March 31, 2004 and primarily represented the General Partners First Quarter
2004 distributions.



Partners Capital



Net income for the year was allocated between the General Partner and the Limited Partners,
1% and 99%, respectively, as provided for in the Partnership Agreement as discussed more fully in Note 4 of the condensed financial statements included in Item 1 of this report. The former general partners deficit capital account balance was
reallocated to the Limited Partners at December 31, 1993. Refer to Note 9 to the condensed financial statements included in Item 1 of this report for additional information regarding the reallocation.



Cash distributions to the Limited Partners and to the General Partner during 2004 of $325,000
and $915 respectively, have also been made in accordance with the Partnership Agreement. The Partnership intends to pay First Quarter 2004 distributions of $415,000 on May 14, 2004.



Results of Operations



The Partnership reported income from continuing operations for the three-month period ended March 31, 2004, in the amount of $212,000 compared to income from continuing
operations for the three-month period ended March 31, 2003 of $70,000. The variance in income from continuing operations in 2003 compared to 2002 and 2001 is due primarily to: (i) the March 2004 payment of Popeyes 2001 property taxes second
installment and related penalties due to tenant default; (ii) increased legal expenditures in 2003 due to tenant defaults, eviction proceedings at the Twin Falls property, and court proceedings related to the former Mulberry Street Grill property;
(iii) increased audit fees in 2003; (v) an insurance premium adjustment in the First Quarter of 2003; (vi) 1989 personal property taxes paid in the First Quarter of 2003; (viii) increased maintenance expenditures at the Grand Forks, ND property in
2003; and (vii) the Mulberry Street Grill settlement payment in February 2003.



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Discontinued Operations



During the three- month periods ended 2004 and 2003 the Partnership recognized income from discontinued operations of $17,000 and $45,000,
respectively. In accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), discontinued operations represent the operations of properties disposed of or
classified as held for sale subsequent to January 1, 2002 as well as any gain or loss recognized in their disposition. The 2004 income from discontinued operations is attributable to reclassification of the Miami Subs restaurant property to property
held for sale in the Fourth Quarter of 2003. The 2003 income from discontinued operations is attributable to the vacant South Milwaukee, WI property (which was sold in April 2003), the property in Milwaukee, WI and the Hardees restaurant in
Fond du Lac, WI (which were sold in July 2003), the vacant Twin Falls, ID property (which was sold in August 2003) and the reclassification of the Miami Subs restaurant property to property held for sale in the Fourth Quarter of 2003. The 2003
income from discontinued operations includes a First Quarter write-down of $33,000 related to the South Milwaukee property.



Revenues



Total operating revenues amounted to $421,000 and $411,000 for the three-month periods ended March 31, 2004 and 2003, respectively.



As of March 31, 2004 total base operating rent revenues (excluding properties held for sale) should approximate $1,667,000 for the year 2004
based on leases currently in place. Future operating rent revenues may decrease with tenant defaults and/or the reclassification of Properties as held for sale. They may also increase with additional rents due from tenants, if those tenants
experience sales levels, which require the payment of additional rent to the Partnership.



Expenses



For the
three-month periods ended March 31, 2004 and 2003, total operating expenses amounted to approximately 57% and 84%, of total operating revenue, respectively. The variance between 2004 and 2003 operating expenditures are due to: (i) increased 2003
legal expenditures due to tenant defaults, eviction proceedings at the Twin Falls property, and court proceedings related to the former Mulberry Street Grill property; (ii) increased 2003 audit fees; (iii) an insurance premium adjustment in the
First Quarter of 2003; (iv) 1989 personal property taxes paid in the First Quarter of 2003; (v) the Mulberry Street Grill settlement payment in February 2003; and (vi) increased maintenance expenditures at the Grand Forks, ND property in 2003.



Depreciation and amortization are non-cash items and do not affect current
operating cash flow of the Partnership or distributions to the Limited Partners.



Write-offs for non-collectible rents and receivables amounted to $2,600 for the three-month period ended March 31, 2003. The write-offs are the result of tenant defaults.



Other Income



For the three-month periods ended March 31, 2004 and 2003 the Partnership generated other
income of approximately $29,000 and $5,000, respectively. During January 2004 the Partnership received a one-time settlement payment of approximately $25,000 from the Bankruptcy Court in relation to the DeDan bankruptcy litigation. In the late
1980s, DiVall 2 leased some properties to DeDan, Inc. the leases of which were guaranteed by the owner of DeDan, Dan Fore. These leases went into default in the early 1990s and DiVall 2 obtained possession of the properties and re-leased
them to various entities. The original lessee, DeDan and Dan Fore, ended up in bankruptcy and DiVall 2 filed a claim in the Bankruptcy Court for damages incurred due to the lease defaults. (See Legal Proceedings in Note 10 and Part II- Item 1.)



24



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Other revenues came primarily from interest earnings and small recoveries from former General Partners. Management
anticipates that such revenue types may continue to be generated until Partnership dissolution.



Inflation



Inflation has
a minimal effect on operating earnings and related cash flows from a portfolio of triple net leases. By their nature, such leases actually fix revenues and are not impacted by rising costs of maintenance, insurance, or real estate taxes. Although
the majority of the Partnerships leases have percentage rent clauses, revenues from percentage rents represented only 25% of operating rental income for the year 2003. If inflation causes operating margins to deteriorate for lessees, or if
expenses grow faster than revenues, then, inflation may well negatively impact the portfolio through tenant defaults.



It would be misleading to associate inflation with asset appreciation for real estate, in general, and the Partnerships portfolio, specifically. Due to the
triple-net nature of the property leases, asset values generally move inversely with interest rates.



Critical Accounting Policies



The Partnership believes that its most significant accounting policies deal with:



Depreciation methods and lives- Depreciation of the properties is provided on a straight-line basis over 31.5 years, which is the estimated
useful life of the buildings and improvements. While the Partnership believes these are the appropriate lives and methods, use of different lives and methods could result in different impacts on net income. Additionally, the value of real estate is
typically based on market conditions and property performance, so depreciated book value of real estate may not reflect the market value of real estate assets.



Revenue recognition- Rental revenue from investment properties is recognized on the straight-line basis over the life of the respective lease. Percentage rents are
accrued only when the tenant has reached the sales breakpoint stipulated in the lease.



The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnerships
review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss is
recognized, if any.



Item 3. Quantitative and Qualitative
Disclosure About Market Risk



The Partnership is not subject to market
risk.



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PART II - OTHER INFORMATION



Item 1. Legal Proceedings



Former Mulberry Street Grill property



The Partnership owned the building in Phoenix, Arizona occupied by the Mulberry Street Grill restaurant, which was located on a parcel of land leased to the Partnership
pursuant to a long-term ground lease (the Ground Lease.) The Ground Lease was considered an operating lease and the lease payments were paid by the Partnership and expensed in the periods to which they applied. During the Second Quarter
of 2001, sub-tenant AMF Corporation (AMF) notified Management of its intent to close its Mulberry Street Grill restaurant. Although the sub-lease had not expired, since such notification the Partnership had received no rent from the
former tenant and had returned possession of the Phoenix, Arizona property to the Ground Lease Landlord, Centre at 38thStreet, L.L.C., (Centre.) Beginning in May 2001 and through December 2001 the Partnership accrued but withheld payment of the ground lease obligations, and on December 31, 2001 the total ground lease accrual approximated
$50,000. On June 12, 2001 Centre leased the property to a new tenant.



On June
18, 2001, Centre filed a lawsuit (the Complaint) in the Maricopa County, Arizona, Superior Court, against the Partnership and TPG. The Complaint alleged that the Partnership was a tenant under a Ground Lease with Centre and that the
Partnership defaulted on its obligations under that lease. The suit named TPG as a defendant because TPG is the Partnerships general partner. The Complaint sought damages for unpaid rent, commissions, improvements, and unspecified other
damages exceeding $120,000.



The Partnership and TPG filed an answer denying
any liability to Centre. In addition, the Partnership filed a third-party complaint against the National Restaurant Group, (National Restaurant), L.L.C., and its sub-tenant AMF. In the third-party complaint, the Partnership alleged that
National Restaurant and AMF are liable to the Partnership for breach of the subleases and any damages for which the Partnership may be held liable pursuant to the Ground Lease. Due to the bankruptcy filing by AMF the Partnership was prevented from
proceeding against them. The Partnership was unable to proceed with the claim against National Restaurant due to the failure to locate.



On April 10, 2002 the Maricopa County Superior Court granted Centres motion for summary judgment against the Partnership and TPG. The Court entered a final judgment
(the Judgment) on May 22, 2002, awarding approximately $93,000 in damages to Centre, as well as attorneys fees and court costs in the amount of $16,000. As of December 31, 2001 the Partnership had accrued $50,000 in ground lease
obligations payable to Centre and the remaining summary judgment balance of $43,000 was accrued in April 2002.



On June 20, 2002 the Partnership and TPG filed a Notice of Appeal (the Appeal) with respect to such Judgment. Both parties filed briefs with the Court of Appeals, and the Court set oral argument for March
5, 2003. In order to prevent Centre from enforcing the judgment while the Appeal was pending, in August 2002, the Partnership deposited a $140,000 cashiers check with the Clerk of the Maricopa County Superior Court to serve as a bond. By law,
the amount of the bond must be sufficient to cover the amount of the judgment, plus interest, and any additional costs that may be incurred during the appeal.



In early January 2003, Centre informed the Partnership that the replacement tenant had vacated the premises. In February 2003 the Partnership made an offer to Centre
to settle the lawsuit and terminate the Ground Lease. In February 2003 a Settlement Agreement and Mutual Release (Agreement) was executed between Centre, the Partnership and TPG. The Agreement included a February 28, 2003 settlement
payment of $115,000 (the Settlement) from the Partnership to Centre in satisfaction of any and all obligations the Partnership and TPG has now, or may have in the future, to Centre, whether in connection with the Complaint, the Judgment,
the Ground



26



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Lease, or otherwise, except for any liability for violations of environmental law for which the Partnership is liable. In
addition, the Agreement includes the termination of the Ground Lease, dismissal of the Partnerships Appeal, and the mutual liability release of all parties relating to or arising out of the Ground Lease, the Complaint, the Judgment, and the
Appeal, except for violations of environmental laws.



Upon filing the Agreement
with the Court, the $140,000 cash bond was returned from the clerk of the court to the Partnership in April 2003.



DeDan Bankruptcy



During January 2004 the Partnership received a one-time settlement payment of approximately $25,000 from the Bankruptcy Court in relation to the DeDan bankruptcy
litigation. In the late 1980s, DiVall 2 leased some properties to DeDan, Inc. the leases of which were guaranteed by the owner of DeDan, Dan Fore. These leases went into default in the early 1990s and DiVall 2 obtained possession of the
properties and re-leased them to various entities. The original lessee, DeDan and Dan Fore, ended up in bankruptcy and DiVall 2 filed a claim in the Bankruptcy Court for damages incurred due to the lease defaults.



Item 2-4.



None



Item 5. Controls and Procedures



Within the 90-day period prior to the filing of this report, the Partnership carried out an evaluation, under the supervision and with the participation of the
Companys management, including the Chief Executive Officer (CEO)/Financial Officer (CFO), of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures. Based on that
evaluation, the CEO/CFO has concluded that the Partnerships disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnership in the reports it files under the Securities and Exchange Act
of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the securities and Exchange Commission rules and forms. There have been no significant changes in the Partnerships internal controls or
in other factors that could significantly affect internal controls subsequent to the date of the evaluation referred to above.



Item 6. Exhibits and Reports on Form 8-K



| | (a) | Listing of Exhibits
| | --- | -------------------



|     |  |                                                                                                         
|---- |  | --------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.                          
|     | 
|32.1 |  | 302 Certifications.                                                                                     
|     | 
|99.0 |  | Correspondence to the Limited Partners dated May 14, 2004 regarding the First Quarter 2004 distribution.



| | (b) | Report on Form 8-K:
| | --- | -------------------



The Registrant filed no reports on Form 8-K during the first quarter of fiscal year 2004.



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SIGNATURES



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



DIVALL INSURED
INCOME PROPERTIES 2 LIMITED PARTNERSHIP



|      |  |                                       
|----- |  | --------------------------------------
|By:   |  | The Provo Group, Inc., General Partner
|      | 
|By:   |  | /s/ Bruce A. Provo                    
|      |  | Bruce A. Provo, President             
|      | 
|Date: |  | May 3, 2004                           



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.



|      |  |                                                                               
|----- |  | ------------------------------------------------------------------------------
|By:   |  | The Provo Group, Inc., General Partner                                        
|      | 
|By:   |  | /s/ Bruce A. Provo                                                            
|      |  | Bruce A. Provo, President, Chief Executive Officer and Chief Financial Officer
|      | 
|Date: |  | May 3, 2004                                                                   



28