U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


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

For the quarterly period ended September 30, 1995

                                       OR

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

For the transition period from                  to 
                              -----------------    -----------------

Commission File Number:  1-9942


                           LANDSING PACIFIC FUND, INC.
        (Exact name of Small Business Issuer as specified in its charter)


          Maryland                                           94-3066597
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

             155 Bovet Road, Suite 101, San Mateo, California 94402
                    (Address of principal executive offices)

                                 (415) 513-5252
                (Issuer's telephone number, including area code)

                    No change in name, address or fiscal year
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports  required to be filed by Sections
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes  X   No
                                                             -----    -----

The number of shares  outstanding  of the  issuer's  common stock at November 1,
1995 was 5,953,137 shares.

Transitional Small Business Disclosure Format:  Yes       No   X
                                                    -----    -----

<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>

                           LANDSING PACIFIC FUND, INC.

            BALANCE SHEETS, SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
                  (Amounts in thousands, except share amounts)
-------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                    September 30,    December 31,
                                                                                        1995            1994
                                                                                     -----------    -----------
<S>                                                                                  <C>            <C>
ASSETS
INVESTMENTS IN REAL ESTATE:
Rental properties                                                                    $    63,475    $    88,698
Accumulated depreciation                                                                 (15,474)       (19,169)
                                                                                     -----------    -----------
Rental properties - net                                                                   48,001         69,529
Real estate under contract for sale (net of accumulated depreciation
   of $586 in 1995 and $28 in 1994)                                                        3,151          2,150
                                                                                     -----------    -----------
     Total investments in real estate                                                     51,152         71,679
                                                                                     -----------    -----------

CASH AND CASH EQUIVALENTS                                                                  5,469          5,534
                                                                                     -----------    -----------

OTHER ASSETS:
Accounts and interest receivable (net of allowance for doubtful
   accounts of $70 in 1995 and $78 in 1994)                                                  447          1,434
Prepaid expenses and deposits                                                                126            324
Deferred leasing  commissions,  loan costs, and other assets (net of accumulated
   amortization of $1,461 in 1995 and $2,380 in 1994)                                        929          1,357
                                                                                     -----------    -----------
     Total other assets                                                                    1,502          3,115
                                                                                     -----------    -----------
         TOTAL ASSETS                                                                $    58,123    $    80,328
                                                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Notes payable                                                                        $    26,675    $    47,929
Accounts payable                                                                             540            449
Other liabilities                                                                          1,157          1,200
                                                                                     -----------    -----------
     Total liabilities                                                                    28,372         49,578
                                                                                     -----------    -----------

STOCKHOLDERS' EQUITY:
Shares of preferred stock, par value of $.01;
   shares authorized: 5,000,000; shares issued and outstanding: none
Shares of common stock, par value of $.001;
   shares authorized:  20,000,000; shares issued and
    outstanding: 5,953,137 in 1995 and 1994                                                    6              6
Capital in excess of par value                                                           131,386        131,389
Retained deficit and accumulated distributions                                          (101,641)      (100,645)
                                                                                     -----------    -----------
     Total stockholders' equity                                                           29,751         30,750
                                                                                     -----------    -----------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $    58,123    $    80,328
                                                                                     ===========    ===========

<FN>

The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>

                                      -2-
<PAGE>

<TABLE>

                           LANDSING PACIFIC FUND, INC.

                            STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 1995 AND 1994
                  (Amounts in thousands, except share amounts)
----------------------------------------------------------------------------------------------------------------------
<CAPTION>


                                                                 Three Months Ended                Nine Months Ended
                                                                    September 30                     September 30
                                                              --------------------------      ------------------------
                                                                1995             1994           1995             1994
                                                                ----             ----           ----             ----
<S>                                                          <C>             <C>             <C>            <C>
REVENUES:
Rental income                                                $    2,572      $   2,944       $  7,719       $   9,288
Other income                                                         87             61            219              88
                                                             ----------      ---------       --------       ---------
      Total revenues                                              2,659          3,005          7,938           9,376
                                                             ----------      ---------       --------       ---------


EXPENSES:
Operating                                                           734            922          2,161           3,038
Depreciation and amortization                                       702          1,014          2,218           3,154
Interest and other financing costs                                1,217          1,328          3,777           3,647
General and administrative                                          397            472          1,225           1,435
Other (income) expense                                              324            (15)           582             153
Provision for loss in value of investments
   in real estate and loan collateral value                        (218)         --             2,082           7,000
                                                             ----------      ---------       --------       ---------
       Total expenses                                             3,156          3,721         12,045          18,427
                                                             ----------      ---------       --------       ---------

Loss before extraordinary gain                                     (497)          (716)        (4,107)         (9,051)
Extraordinary gain on extinguishment of debt                      2,644          --             3,111            --
                                                             ----------      ---------       --------         -------

        NET INCOME (LOSS)                                    $    2,147     $     (716)     $    (996)      $  (9,051)
                                                             ==========      =========       =========       ========


INCOME (LOSS) PER SHARE:

Loss before extraordinary gain                               $     (.08)     $    (.12)     $    (.69)      $   (1.52)

Extraordinary gain on extinguishment of debt                        .44          --               .52            --
                                                             ----------      ---------       --------        --------

NET INCOME (LOSS) PER SHARE                                  $      .36     $     (.12)     $    (.17)      $   (1.52)
                                                             ==========      =========       ========        ========

Weighted average shares outstanding                               5,953          5,953          5,953           5,953
                                                             ==========      =========       ========        ========

<FN>

The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>

                                      -3-

<PAGE>

<TABLE>


                           LANDSING PACIFIC FUND, INC.
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                             (Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                                        1995                  1994
                                                                                                        ----                  ----
<S>                                                                                                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES: 
Net loss                                                                                             $   (996)             $ (9,051)
Adjustments to reconcile net loss to net cash
   provided by operating activities:
Depreciation and amortization                                                                           2,218                 3,154
Provision for doubtful accounts                                                                            76                     7
Provision for loss in value of real estate and loan collateral                                          2,082                 7,000
Extraordinary gain on extinguishment of debt                                                           (3,111)                 --

Changes in operating assets and liabilities:
Decrease in accounts and interest receivable                                                              534                   325
Decrease in prepaid expenses, deposits, and other assets                                                  381                    75
Increase (decrease) in other liabilities                                                                 (268)                   18
Increase (decrease) in accounts payable                                                                    91                  (130)
                                                                                                     --------              --------
     Net cash provided by operating activities                                                          1,007                 1,398
                                                                                                     --------              --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of rental properties                                                                17,346                 4,933
Capital expenditures and construction                                                                    (276)               (2,473)
Increase in deferred expenses                                                                            (250)                 (616)
Partial recovery of participating mortgage loan                                                           251                  --
                                                                                                     --------              --------
     Net cash provided by investing activities                                                         17,071                 1,844
                                                                                                     --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                                                              --                  17,925
Payments on notes payable                                                                             (18,143)              (19,951)
                                                                                                     --------              --------
     Net cash provided by (used in) financing activities                                              (18,143)               (2,026)
                                                                                                     --------              --------

Increase (decrease) in cash and cash equivalents                                                          (65)                1,216
Cash and cash equivalents at beginning of period                                                        5,534                 2,005
                                                                                                     --------              --------
Cash and cash equivalents at end of period                                                           $  5,469              $  3,221
                                                                                                     ========              ========

<FN>

The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>

                                      -4-
<PAGE>

<TABLE>


                           LANDSING PACIFIC FUND, INC.
                      STATEMENTS OF CASH FLOWS (Continued)

                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
                             (Amounts in thousands)
-------------------------------------------------------------------------------------------------------------------
<CAPTION>


                                                                                      1995               1994
                                                                                      ----               ----
<S>                                                                                 <C>                  <C>
Cash disbursed during the period for interest, net of $34
   capitalized in 1995 and $170 in 1994.                                            $ 3,643              $3,320
                                                                                    =======              ======


                       SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Cost of rental properties sold or disposed
    (net of accumulated depreciation)                                               $   --               $3,997
Notes payable retired or forgiven                                                       --               (4,142)
Other assets and liabilities retired or forgiven                                        --                   53
                                                                                    -------             -------
    Net proceeds from sale of rental properties                                     $   --              $   (92)
                                                                                    =======             =======

<FN>

The accompanying notes are an integral pat of the financial statements.
</FN>
</TABLE>


                                      -5-
<PAGE>


                           LANDSING PACIFIC FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                   The  accompanying  financial  statements for Landsing Pacific
         Fund,  Inc. ("the Fund") should be read in conjunction  with the Fund's
         1994 Annual  Report on Form 10-KSB,  as amended.  The balance  sheet at
         December 31, 1994 was derived from audited  financial  statements.  The
         balance sheet as of September 30, 1995 and the statements of operations
         and cash flows for the interim  periods  ending  September 30, 1995 are
         unaudited.  Certain  disclosures  which would normally be included with
         audited  statements  have been  condensed or omitted.  However,  in the
         opinion of the Fund's management,  all adjustments considered necessary
         for a fair presentation have been included.

                   Net income  (loss) per share is computed by dividing net loss
         by the weighted average number of shares outstanding during the period.

                   Certain  amounts in the 1994 financial  statements  have been
         reclassified to conform to the 1995 presentation.

2.       GAIN (LOSS) FROM SALE OF  INVESTMENTS  IN REAL ESTATE AND  PROVISION 
         FOR LOSS IN VALUE OF REAL ESTATE AND  LOAN COLLATERAL

                   During the nine months ended September 30, 1995, a $2,333,000
         provision  for loss was  recorded to reduce the  carrying  value of the
         respective  properties estimated net realizable value for Country Hills
         Towne Center in Diamond Bar,  California,  and the Nohr Plaza  Shopping
         Center  in San  Leandro,  California.  During  the  nine  months  ended
         September 30, 1995, the Fund recognized  $251,000 in partial recoveries
         on one participating mortgage loan.

<TABLE>

                  During  the  nine  months  ended  September  30,  1995,  three
         properties  and one parcel were sold for  approximately  their carrying
         value. Accordingly, no additional gain or loss was recognized in 1995.
         The properties and parcel sold are as follows:

<CAPTION>

             Property                                    Date of Sale               Gross Sales Price
             --------                                    ------------               -----------------
             <S>                                         <C>                              <C>         
             Multnomah Building
             and Imperial Garage                         March 30, 1995                    $2,300,000
             Portland, Oregon

             Approximately 1.2 acres of land at
             Country Hills Towne Center                  June 28, 1995                        780,000
             Diamond Bar, California

             Country Hills Towne Center                  September 20, 1995                12,550,000
             Diamond Bar, California

             Inwood Central Shopping Center
             Houston, Texas                              September 26, 1995                 2,000,000
                                                                                       --------------
                                                                                          $17,630,000
                                                                                       ==============
</TABLE>
                                      -6-

<PAGE>

                  Subsequent to September 30, 1995,  the 466 Forbes  Building in
         South San Francisco, California was sold for $3,230,000.


3.       COLLATERAL FOR PARTICIPATING MORTGAGE LOAN

                  In March 1995, the Fund received $455,000 in final proceeds on
         a  participating  mortgage loan  collateralized  by a first mortgage on
         land in Sonoma, California.  These funds were recognized as of December
         31, 1994,  as a recovery  which reduced the provision for loss in value
         of investments in real estate.

                  During 1994,  an unsecured  claim by the Fund for $925,000 was
         recognized in the bankruptcy of a guarantor of a participating mortgage
         loan,  the  collateral  for which was  foreclosed by a senior lender in
         1993. The eventual  maximum  payment out of the bankruptcy is estimated
         to be $.35 per $1.00 of claims.  During the nine months ended September
         30, 1995,  the Fund  collected  $251,000  from the  bankruptcy  estate,
         bringing total distribution proceeds to $290,000.

4.       NOTES PAYABLE

                           On April 5,  1995,  the Fund made a cash  payment  of
         $1,027,000 to retire a $1,494,000  loan,  thereby  realizing a $467,000
         extraordinary   gain  on   extinguishment   of   debt.   The  loan  was
         collateralized  by the  Nohr  Plaza  Shopping  Center  in San  Leandro,
         California.

                           On August  31 , 1995,  the Fund paid down a term loan
         collateralized  by the  St.  Paul  Business  Center  West  property  in
         Maplewood,  Minnesota  by  $800,000.  The  maturity  of  the  loan  was
         extended, as a result, until February 29, 1996.

                           On  September  20,  1995,  the Fund used the proceeds
         from the sale of Country  Hills Towne  Center to make a cash payment of
         $11,500,000  to pay off  $14,144,000  in  loans  collateralized  by the
         property,   thereby,  realizing  a  $2,644,000  extraordinary  gain  on
         extinguishment of debt.

                           On September  28, 1995,  the Fund made a cash payment
         of  $3,718,000  to payoff a loan  collateralized  by the Academy  Place
         Shopping Center in Colorado Springs, Colorado.

                           Subsequent  to  September  30,  1995,  the Fund  used
         proceeds  from  the  sale  of  the  466  Forbes  Building  in South San
         Francisco, California to make a $3,218,00 reduction in a loan which was
         collateralized by the 466 Forbes Building and four other properties.


                                      -7-


<PAGE>



ITEM 2.                MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

                                  INTRODUCTION

         The Fund's current  objective is to maximize the value of stockholders'
investment by liquidation of the Fund. On October 23, 1995, the  stockholders of
the Fund approved a Plan of Liquidation and Dissolution (the "Plan").  Under the
provisions  of the  Plan,  the Fund will  atempt to sell all of its real  estate
assets in an orderly fashion.  The proceeds from the sale of assets,  less costs
of sale,  the  repayment of debt,  and any  provision  for reserves and costs of
liquidating the Fund, will be distributed to stockholders.

         The Fund's  portfolio as of September  30, 1995  consisted of fee title
ownership  of 16  properties.  The Fund  owns  light-industrial  properties  and
shopping centers.


                         LIQUIDITY AND CAPITAL RESOURCES

         Current  projections  are that  capital  expenditures  for  tenant  and
building  improvements will be approximately  $350,000 for the last three months
of 1995.  The principal  source of liquidity for these  requirements  is current
cash  reserves.  At September 30, 1995,  the Fund's  unrestricted  cash and cash
equivalents were $5,469,000.

         At September 30, 1995 the Fund had borrowings of $1,886,000 that mature
prior to December 31, 1995.  As of September 30, 1995,  the principal  amount of
the Fund's debt that will  mature in the next three years is as follows:  1995 -
$1,886,000,  1996 - $4,539,000;  1997 - $12,534,000.  It is expected that all of
these loans will either be  extended or the loans  restructured  if they are not
repaid prior to maturity.  The sources of liquidity to meet loan  repayments are
cash reserves and proceeds from the sale of properties.

         During the nine months  ended  September  30,  1995,  the Fund sold the
Multnomah Building, the Imperial Garage, the Country Hills Towne Center, and the
Inwood Shopping Center, which produced net cash proceeds of $17,346,000.

         Subsequent to September 30, 1995, the Fund sold the 466 Forbes Building
in South San Francisco,  California for $3,230,000.  Proceeds from the sale were
used to make a  $3,218,000  paydown on a loan  collateralized  by the 466 Forbes
Building and four other properties.

         Also,  subsequent to September  30, 1995,  the Fund signed a definitive
agreement to sell all of its real estate assets to Bedford  Property  Investors,
Inc. ("Bedford"), a real estate investment trust based in Lafayette, California.
A condition of the definitive  agreement requires that the transaction be closed
by December 14, 1995.

         Bedford  has  offered to acquire  all of the Fund's  fifteen  remaining
properties for  approximately  $50,760,000.  The purchase price would be paid in
cash and a $900,000  non-recourse note  collateralized by one of the properties.
The  Fund's  debt of  approximately  $23,450,000  would be repaid  from the sale
proceeds.

                                      -8-
<PAGE>

         If the sale is  completed,  proceeds  from  liquidation  of the  Fund's
assets,  net of  liabilities,  provisions for reserves and costs of liquidation,
are  estimated to be between  $4.75 and $5.00 per share.  The Fund cautions that
there is no assurance that the transaction  will be completed,  or if completed,
that the actual net proceeds  will be within the estimated  range.  Furthermore,
there  can  be no  assurance  as to  the  timing  of  the  distribution  of  the
liquidation proceeds.

                              RESULTS OF OPERATIONS

Nine Months  Ended  September  30,  1995  Compared  with the Nine  Months  Ended
September 30, 1994

         Operating  results  for the  periods  ending  September  30,  1995  and
September 30, 1994 are not  comparable  because of the  difference in the number
and magnitude of investments  held.  Events which impacted the  comparability of
these results include:  (i) the sale of Twin Oaks Executive Center in Beaverton,
Oregon on January 20,  1994,  (ii) the  disposition  of  BancFirst  and 101 Park
Avenue Office  Buildings in Oklahoma City,  Oklahoma on February 28, 1994, (iii)
the sale of Camden Park Shopping Center in Houston,  Texas on June 7, 1994, (iv)
the sale of Franklin Business Park in Boise, Idaho on November 10, 1994, (v) the
sale of 6900 Place Shopping  Center in Oklahoma  City,  Oklahoma on December 22,
1994, and (vi) the sale of Multnomah  Building and Imperial  Garage in Portland,
Oregon on March 30,  1995,  (vii) the sale of a parcel at  Country  Hills  Towne
Center on June 28,  1995,  (viii)  the sale of  Country  Hills  Towne  Center in
Diamond  Bar,  California  on September  20,  1995,  and (ix) the sale of Inwood
Shopping Center in Houston, Texas on September 26, 1995.

         The following table reclassifies the 1995 and 1994 operating results of
the Fund in order to  present  the  results  as if the Fund had not owned  eight
properties which were disposed of during 1995 and 1994:

                                      -9-
<PAGE>
<TABLE>

                                                               Table 1
                                                     Proforma Operating Results
                                    Including Only Properties Held Throughout Comparable Periods
                                                   (Excludes Disposed Properties)
                                                       (amounts in thousands)
<CAPTION>


                                                                               Three Months Ended              Nine Months Ended
                                                                                  September 30,                  September 30,
                                                                           -----------------------         ------------------------
                                                                             1995             1994            1995           1994
                                                                           --------        --------        --------        --------
<S>                                                                        <C>             <C>             <C>             <C>     
Revenues                                                                   $  2,078        $  2,045        $  6,056        $  6,061
Operating expenses                                                              507             548           1,443           1,598
                                                                           --------        --------        --------        --------
    Income from property operations                                           1,571           1,497           4,613           4,463
                                                                           --------        --------        --------        --------

Interest expense and other financing costs                                      881             942           2,688           2,626
General and administrative expense                                              397             473           1,225           1,435
Other (income) expense                                                          143             (31)            352              92
Depreciation and amortization                                                   561             733           1,765           2,117
Provision for loss in value of investments
  in real estate and loan collateral value                                     (218)           --             2,082           7,000
                                                                           --------        --------        --------        --------
                                                                              1,764           2,117           8,112          13,270
                                                                           --------        --------        --------        --------

    Loss before extraordinary gain                                             (193)           (620)         (3,499)         (8,807)

Extraordinary gain on extinguishment of debt                                  2,644            --             3,111            --
                                                                           --------        --------        --------        --------

Income (loss) before operating results of disposed
   properties                                                                 2,451            (620)           (388)         (8,807)

Operating results of disposed properties                                       (305)            (96)           (608)           (244)
                                                                           --------        --------        --------        --------

    Net income (loss)                                                      $  2,146        $   (716)       $   (996)       $ (9,051)
                                                                           ========        ========        ========        ========

</TABLE>

         The  discussion  of changes in results of  operations  which follows is
based  on the  proforma  comparison  of  operating  results  excluding  disposed
properties as presented in Table 1.

Nine Months Ended  September 30, 1995 Compared With Nine Months Ended  September
30, 1994

         Operating  expenses  decreased  10% in 1995  primarily  as a result  of
reduced  property tax  assessments,  advertising  spending,  and maintenance and
repair costs at several properties.

         General  and  administrative  expense  declined by 15% in 1995 due to a
reduction in personnel in 1994 and 1995.

                                      -10-
<PAGE>

         Other income/expense  consisted of merger/liquidation costs in 1995 and
terminated equity offering and loan refinancing negotiation costs in 1994.

         Depreciation  and amortization  expense  decreased 17% in 1995 due to a
reduction in carrying value  resulting from write downs to net realizable  value
in June and December 1994, and June 1995.

         During the nine months ended September 30, 1995, a $2,333,000 provision
for loss was recorded to reduce the carrying value of Country Hills Towne Center
and Nohr Plaza to  estimated  net  realizable  value.  The Fund also  recognized
$251,000 in  recoveries on a  participating  mortgage loan as a reduction in the
provision for loss.

         In  1995,  the  Fund  realized  a  $2,644,000   extraordinary  gain  on
extinguishment  of debt by  making  a cash  payment  of  $11,500,000  to  payoff
$14,144,000 in loans collateralized by the Country Hills Towne Center in Diamond
Bar,  California.  The Fund  also  realized  a  $467,000  extraordinary  gain on
extinguishment  of debt by  making a cash  payment  of  $1,027,000  to  payoff a
$1,494,000 loan collateralized by the Nohr Plaza Shopping Center in San Leandro,
California.

Three  Months  Ended  September  30, 1995  Compared  with the Three Months Ended
September 30, 1994

         Interest  expense  and other  financing  costs  decreased  by 6% in the
quarter  as a result  of the  impact  of a prime  rate  decrease  on the  Fund's
variable-rate  debt,  and  also  due  to an  $800,000  paydown  on a  term  loan
collateralized by St. Paul Business Center West in St. Paul, Minnesota.

         General and administrative expense decreased by 16% in the quarter as a
result of a reduction in personnel and a decrease in audit costs in 1995.

         Other income/expense increased in the quarter as a result of settlement
of a lawsuit in 1994 on more favorable terms than anticipated,  resulting in the
reversal of a prior quarter accrual.

         Depreciation  and  amortization  decreased  23% in the third quarter of
1995 as compared  with the same  period in 1994 due to a  reduction  in carrying
value resulting from write downs to net realizable value which were made in June
and December 1994, and June 1995.

         The remaining  variances are  attributable to factors  discussed in the
comparison of results of operations for the nine months ended September 30, 1995
and the nine months ended September 30, 1994.


              POTENTIAL FACTORS AFFECTING FUTURE OPERATING RESULTS

         As  discussed  above  under  Liquidity  and  Capital   Resources,   the
stockholders  have  approved  the  Plan  of  Liquidation  and  Dissolution.   As
properties  are sold, the effect would be to decrease the  contribution  of such
properties  to overall Fund  operating  results.  Because  certain of the Fund's
general  and  administrative  expenses  are  fixed  rather  than  variable,  the
decreased contribution from properties which are sold would result in a decrease
in total Fund operating results.

                                      -11-
<PAGE>

         Since  the   stockholders   approved  the  Plan  of   Liquidation   and
Dissolution,  it is anticipated  that future  financial  statements will reflect
valuation of all of the Fund's investments on the basis of estimated liquidation
prices. Preliminary estimates indicate that the aggregate of sales prices net of
closing costs would not be less than the projected  carrying  values at the time
of sale. The Fund may record the estimated costs of liquidation and dissolution.
Preliminary  estimates,  as of September 30, 1995,  indicate that a provision of
approximately $2,000,000 would be required to record such costs.

         Since 74% of the Fund's debt bears variable rate interest, increases or
decreases  in the prime rate will  increase  or  decrease  the  Fund's  interest
expense.

                                      -12-
<PAGE>



                           PART II. OTHER INFORMATION

Items 1 through 5 have been omitted since they are inapplicable or the answer is
negative.

Item 6.           Exhibits and Reports on Form 8-K

a.       Exhibits

         2.1      Plan of Liqudation and  Dissolution of Landsing  Pacific Fund,
                  Inc.  Incorporated  by  reference to Exhibit A to Schedule 14A
                  filed with the Commission on September 14, 1995.

         3.1      Articles of Incorporation. Incoporated by reference to Exhibit
                  A of the Fund's Form 8-B filed with the Commission on November
                  1, 1993, as amended  pursuant to the  certificate of Amendment
                  attatched hereto as Exhibit 3.1.

         3.2      Bylaws,  incorporated  by reference to Exhibit A of the Fund's
                  Form 8-B filed with the  Commission  on November  1, 1993,  as
                  amended  pursuant  to  the  Secretary's  Certificate  attached
                  hereto as Exhibit 3.2.

         10.1     Rights  Agreement  dated as of July 26, 1990 between  Landsing
                  Pacific Fund and Gemysis,  Inc. as Rights Agent.  Incorporated
                  by reference to Quarterly  Report on Form 10-Q for the quarter
                  ended June 30, 1990.

         10.2     Amendment  to Rights  Agreement  dated  July 8,  1993  between
                  Landsing  Pacific Fund and  Registrar  and  Transfer  Company.
                  Incorporated by reference to Amendment No. 4 to Form S-3 filed
                  with Commission on February 11, 1994.

         10.3     Settlement  Agreement and Release of Claims, dated October 15,
                  1992,  between Landsing  Pacific Fund,  Pacific Coast Capital,
                  The Landsing Corporation, and Gary K. Barr (without exhibits).
                  Incorporated  by reference to Exhibit 10.2 to Annual Report on
                  Form 10-K for the year ended December 31, 1992.

         10.4     Landsing Pacific Fund Management  Incentive Plan dated May 17,
                  1993.  Incorporated  by reference to Quarterly  Report on Form
                  10-Q for the quarter ended June 30, 1993.

         10.5     Employee Stock  Incentive  Plan.  Incorporated by reference to
                  Amendment  No. 4 to Form S-3  filed  with  the  Commission  on
                  February 11, 1994.

         10.6     1993 Directors Stock Incentive Plan. Incorporated by reference
                  to Amendment  No. 4 to Form S-3 filed with the  Commission  on
                  February 11, 1994.

         10.7     Agreement  dated June 18, 1993.  Incorporated  by reference to
                  Exhibit 10.1 to Quarterly  Report on Form 10-Q for the quarter
                  ended June 30, 1993.

                                      -13-

<PAGE>

         10.8     Severance  Payment  Plan for  Executive  Officers  dated as of
                  November 1, 1994. Incorporated by reference to Exhibit 10.8 to
                  Annual  Report on Form 10KSB for the year ended  December  31,
                  1994.

b.       Reports on Form 8-K

         The Fund  filed a report  on Form 8-K  dated  August  11,  1995,  which
disclosed the execution of an agreement  with one of its lenders which  permited
the Fund to payoff $14,144,000 of debt for $11,500,000, upon certain conditions.

         The Fund filed a report on Form 8-K dated  September  20,  1995,  which
announced the sale of Country Hills Towne Center in Diamond Bar,  California for
$12,550,000,  net of commission, and the realization of a $2,600,000 discount on
the repayment of the mortgage loan which was collateralized by the property.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.

                                                LANDSING PACIFIC FUND, INC.


Date:     November 14, 1995                        /s/ Joseph M. Mock
                                                -----------------------------
                                                Joseph M. Mock
                                                Executive Vice President


Date:    November 14, 1995                        /s/   Dean Banks
                                                ----------------------------
                                                Dean Banks
                                                Chief Financial Officer


                                      -14-

<PAGE>


<TABLE>


                             E X H I B I T    I N D E X


<CAPTION>

Exhibit Number                   Exhibit Description                            Page
--------------                   -------------------                            ----

  <S>   <C>                                                                      <C>
  3.1   Articles of Incorporation.  Incorporated by reference to Exhibit A       16
        of the Fund's Form 8-B filed with the Commission on November 1,
        1993, as amended pursuant to the certificate of Amendment attached
        hereto as Exhibit 3.1

  3.2   Bylaws, incorporated by reference to Exhibit A of the Fund's             17
        Form 8-B filed with the Commission on November 1, 1993, as
        amended pursuant to the Secretary's Certificate attached hereto as
        Exhibit 3.2.

  27    Financial Data Schedule                                                  18

</TABLE>
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