SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended:				Commission File Number:

March 31, 2003				33-2320

For the Quarter Ended:	Commission File Number:
September 30, 2002	33-2320

EXCEL PROPERTIES, LTD.

~~EXCEL PROPERTIES, LTD.~~ (Exact name of registrant as specified in its charter)

CALIFORNIA (State or other jurisdiction of incorporation or organization) 87-0426335 (IRS Employer Identification Number)

CALIFORNIA				87-0426335
(State or other jurisdiction of incorporation or organization)				(IRS Employer Identification Number)

17140 Bernardo Center Drive, Suite 300 San Diego, California 92128
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 675-9400

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

~~17140~~Indicate ~~Bernardo~~by ~~Center~~check ~~Drive,~~mark ~~Suite~~whether the ~~300~~registrant ~~San~~(1) ~~Diego,~~has ~~California~~filed ~~92128~~ all reports required to be filed by Section 13 or 15(~~Address~~d) of ~~principal~~the ~~executive~~Securities ~~offices~~Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and ~~zip~~(2) ~~code~~has been subject to such filing requirements for the past 90 days, and (3) is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Registrant's telephone number, including area code: (858) 675-9400

(1) Yes	ý	No	o

(2) Yes	ý	No	o

(3) Yes	o	No	ý

~~Securities~~INDEX ~~registered~~TO ~~pursuant~~FINANCIAL ~~to Section 12(b) of the Act: NONE~~ STATEMENTS

~~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~~EXCEL ~~of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports)~~PROPERTIES, ~~and (2) has been subject to such filing requirements for the past 90 days~~LTD.

(1) Yes ý No o

PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements:

Balance Sheets
	March 31, 2003 (Unaudited)
	December 31, 2002

Statements of Income
	Three Months Ended March 31, 2003 (Unaudited)
	Three Months Ended March 31, 2002 (Unaudited)

Statements of Changes in Partners’ Equity
	Three Months Ended March 31, 2003 (Unaudited)
	Three Months Ended March 31, 2002 (Unaudited).

Statements of Cash Flows
	Three Months Ended March 31, 2003 (Unaudited)
	Three Months Ended March 31, 2002 (Unaudited).

Notes to Financial Statements.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

(2) Yes ý No o

EXCEL PROPERTIES, LTD. INDEX TO FINANCIAL STATEMENTS

				Page
PART I.		FINANCIAL INFORMATION:
	Item 1.	Financial Statements:
			Balance Sheets September 30, 2002 (Unaudited) December 31, 2001	3
			Statements of Income Three Months Ended September 30, 2002 (Unaudited) Three Months Ended September 30, 2001 (Unaudited) Nine Months Ended September 30, 2002 (Unaudited) Nine Months Ended September 30, 2001 (Unaudited)	4
			Statements of Changes in Partners' Equity Nine Months Ended September 30, 2002 (Unaudited) Nine Months Ended September 30, 2001 (Unaudited)	5
			Statements of Cash Flows Nine Months Ended September 30, 2002 (Unaudited) Nine Months Ended September 30, 2001 (Unaudited)	6
			Notes to Financial Statements	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		9
PART II.		OTHER INFORMATION		13

EXCEL PROPERTIES, LTD. ~~BALANCE SHEETS~~

				September 30, 2002			December 31, 2001
				(Unaudited)
ASSETS
Real estate:
	Land				979,270			979,270
	Buildings				1,549,025			1,549,025
	Less: accumulated depreciation				(712,672	)		(675,791	)
			Net real estate		1,815,623			1,852,504
Cash					386,282			917,409
Accounts receivable, less allowance for bad debts of $0 in 2002 and 2001, respectively					8,989			12,584
Notes receivable					862,873			930,290
Interest receivable and other assets					8,560			6,708
	Total assets			$	3,082,327		$	3,719,495
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
	Accounts payable:
		Affiliates		$	630		$	18,677
		Other			—			617
		Total liabilities			630			19,294
Partners' Equity:
	General partner's equity				15,098			20,914
	Limited partners' equity, 235,308 units authorized, 135,199 units issued and outstanding in 2002 and 2001, respectively.				3,066,599			3,679,287
		Total partners' equity			3,081,697			3,700,201
		Total liabilities and partners' equity		$	3,082,327		$	3,719,495

BALANCE SHEETS

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

	March 31, 2003			December 31, 2002
	(Unaudited)
ASSETS

Real estate:

Land	$	324,029		$	599,460
Buildings	756,068			1,169,216
Less: accumulated depreciation	(390,246		)	(556,664		)
Net real estate	689,851			1,212,012

Cash	874,228			1,181,015
Accounts receivable, less allowance for bad debts of $0 in both 2003 and 2002	17,288			8,983
Notes receivable, net of allowance of $50,000 in both 2003 and 2002	850,967			856,817
Interest receivable and other assets	4,826			5,314

Total assets	$	2,437,160		$	3,264,141

LIABILITIES AND PARTNERS’ EQUITY

Liabilities:
Accounts payable	$	8,393		$	466
Total liabilities	8,393			466

Partners’ Equity:
General partner’s equity	$	8,773		$	17,035
Limited partners’ equity, 235,308 units authorized, 135,199 units issued and outstanding in 2003 and 2002, respectively.	2,419,994			3,246,640
Total partners’ equity	2,428,767			3,263,675
Total liabilities and partners’ equity	$	2,437,160		$	3,264,141

EXCEL PROPERTIES, LTD. ~~STATEMENTS OF INCOME—UNAUDITED~~

			Three Months Ended September 30,					Nine Months Ended September 30,
			2002		2001			2002		2001
Revenue:
	Base rent		$	70,629	$	123,221		$	208,290	$	387,717
	Interest income			17,988		23,210			55,001		75,679
		Total revenue		88,617		146,431			263,291		463,396
Expenses:
	Bad debts			50,000		1,987			50,000		1,987
	Depreciation			12,294		20,193			36,882		64,103
	Administrative			2,700		2,700			8,100		8,100
	Accounting and legal			2,688		2,321			30,215		30,608
	Office expenses			1,284		1,738			4,477		6,872
	Management fees			706		1,080			2,119		3,811
		Total expenses		69,672		30,019			131,793		115,481
	Income before real estate sales			18,945		116,412			131,498		347,915
Gain (loss) on sale of real estate				—		(40,465	)		—		128,694
		Net income	$	18,945	$	75,947		$	131,498	$	476,609
Net income allocated to:
	General partner		$	312	$	961		$	1,684	$	5,407
	Limited partners			18,633		74,986			129,814		471,202
		Total	$	18,945	$	75,947		$	131,498	$	476,609
Net income per weighted average limited partnership unit			$	0.14	$	0.55		$	0.96	$	3.56

STATEMENTS OF INCOME - UNAUDITED

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

	Three Months Ended March 31,
	2003		2002

Revenue:
Rental revenue	$	54,139	$	67,032
Interest and other income	17,722		19,230
Total revenue	71,861		86,262

Operating Expenses:
Accounting and legal	23,458		24,679
Depreciation	8,773		12,294
Administrative	2,700		2,700
Office expenses	1,839		2,473
Management fees	504		706

Total operating expenses	37,274		42,852

Net income before real estate sales	$	34,587	$	43,410

Gain – sale of real estate	30,505		—
Net income	$	65,092	$	43,410

Net income allocated to:
General partner	$	738	$	557
Limited partners	64,354		42,853

Total	$	65,092	$	43,410

Net income per weighted average limited partnership unit	$	0.48	$	0.32

EXCEL PROPERTIES, LTD. ~~STATEMENTS OF CHANGES IN PARTNERS' EQUITY—UNAUDITED~~

	Nine Months Ended September 30
	2002			2001
Balance at January 1	$	3,700,201		$	4,585,124
Net income		131,498			75,947
Partner distributions		(750,002	)		(544,500	)
Balance at September 30	$	3,081,697		$	4,116,571

STATEMENTS OF CHANGES IN PARTNERS’ EQUITY - UNAUDITED

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

	Three Months Ended March 31,
	2003			2002

Balance at January 1	$	3,263,675		$	3,700,201

Net income	65,092			43,410

Partner distributions	(900,000		)	(750,002		)

Balance at March 31	$	2,428,767		$	2,993,609

EXCEL PROPERTIES, LTD. ~~STATEMENTS OF CASH FLOWS—UNAUDITED~~

				Nine Months Ended September 30,
				2002			2001
Cash flows from operating activities:
	Net income			$	131,498		$	476,609
	Adjustments to reconcile net income to net cash provided by operations:
		Depreciation			36,882			64,103
		Provision for bad debts			50,000			—
		Gain on sale of real estate			—			(128,693	)
	Changes in operating assets and liabilities:
		(Increase) decrease in assets:
		Accounts receivable			3,595			(3,722	)
		Interest receivable and other assets			(1,854	)		(42,693	)
		Increase (decrease) in liabilities:
		Accounts payable			(18,664	)		(34,963	)
		Deferred rental income			—			(8,813	)
		Net cash provided by operating activities			201,457			321,828
Cash flows from investing activities:
		Collection of notes receivable			17,418			129,045
		Proceeds from real estate sales			—			1,526,591
			Net cash provided by investing activities		17,418			1,655,636
Cash flows from financing activities:
	Cash distributions				(750,002	)		(905,251	)
			Net cash used by financing activities		(750,002	)		(905,251	)
			Net (decrease) increase in cash		(531,127	)		1,072,213
Cash at January 1					917,409			265,054
Cash at September 30				$	386,282		$	1,337,267

STATEMENTS OF CASH FLOWS - UNAUDITED

	Three Months Ended March 31,
	2003			2002

Cash flows from operating activities:
Net income`	$	65,092		$	43,410
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	8,773			12,294
Gain on sale of real estate	(30,505		)	—
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable	(8,305		)	3,597
Interest receivable and other assets	488			988
Increase (decrease) in liabilities:
Accounts payable	7,927			(17,254		)

Net cash provided by operating activities	43,470			43,035

Cash flows from investing activities:
Proceeds from sale of real estate	543,893			—
Collection of notes receivable	5,850			5,683

Net cash provided by investing activities	549,743			5,683

Cash flows from financing activities:
Cash distributions	(900,000		)	(750,002		)

Net cash used by financing activities	(900,000		)	(750,002		)

Net decrease in cash	(306,787		)	(701,284		)

Cash at January 1	1,181,015			917,409

Cash at March 31	$	874,228		$	216,125

~~NOTES TO FINANCIAL STATEMENTS—UNAUDITED~~ EXCEL PROPERTIES, LTD.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

1. Summary of Significant Accounting Policies:

The financial statements reflect all adjustments of a recurring nature which are, in the opinion of management, necessary for a fair presentation of the financial statements. No adjustments were necessary which were not of a recurring nature. These financial statements should be read in conjunction with the financial statements and accompanying footnotes ~~included~~ included in the ~~Partnership's~~ December 31, ~~2001~~2002 Form 10-K.

Organization

Excel Properties, Ltd. ("“the Partnership"”) was formed in the State of California on September 19, 1985, for the purpose of, but not limited to, acquiring real property and syndicating such property.

Real Estate

Land and buildings are recorded at cost. Buildings are depreciated using the straight-line method over the tax life of 31.5 years. Management ~~The~~estimates that the tax life does not differ ~~materially~~ materially from the economic useful life. Expenditures for maintenance and repairs are charged to expense as incurred. Significant renovations are capitalized. The cost and related accumulated depreciation of real estate are removed from the accounts upon disposition. Gains and losses arising from dispositions are reported as income or expense.

The Partnership ~~reviews~~assesses ~~long-lived~~whether ~~assets~~there ~~for~~has been an impairment ~~when~~in ~~events~~the orvalue ~~changes~~of inits real ~~business~~estate ~~conditions~~by ~~indicate~~considering ~~that~~factors ~~their~~such as ~~full~~expected ~~carrying~~future ~~value~~operating ~~may~~income, ~~not~~trends, beand ~~recovered~~prospects, as well as the effects of the demand, competition and other economic factors. Such Wefactors ~~consider~~include ~~assets~~a lessee’s ability to bepay ~~impaired~~rent ~~and~~under ~~write~~the ~~them~~terms ~~down~~of tothe ~~fair~~lease. If ~~value~~a ifproperty ~~their~~is ~~expected~~leased ~~associated~~at ~~future~~a ~~undiscounted~~significantly ~~cash~~lower ~~flows~~rent, ~~are~~the ~~less~~Partnership may ~~than~~recognize ~~their~~a ~~carrying~~permanent ~~amounts.~~impairment loss if the income stream is not sufficient to recover its investment.

Cash Deposits

At ~~September~~March 3031, ~~2002~~2003, the carrying amount of the Partnership'’s cash deposits total $~~386~~874,~~282~~228. The bank balances are $~~815~~997,~~750~~368 of which $200,000 is covered by ~~federal~~ federal depository insurance.

Statement of Cash Flows— - Supplemental Disclosure

There was no interest or income taxes paid for the three ~~nine~~ months ended ~~September~~March 3031, ~~2002~~2003 or ~~2001~~2002. The Partnership also had no significant noncash investing or financing ~~transactions~~ transactions for the ~~nine~~three months ended ~~September~~March 3031, ~~2002~~2003 or ~~2001~~2002.

Income Taxes

The Partnership is not liable for payment of any income taxes because as a partnership, it is not subject to income taxes. The tax effects of its activities accrue directly to the partners.

Accounts Receivable

All net accounts receivable are deemed to be collectible within the next 12 months.

Financial Statement Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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~~Accounts ~~the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.~~ Receivable

~~Recognition of~~All ~~revenue~~net isaccounts ~~dependent~~receivable ~~upon~~are ~~the~~deemed ~~quality~~to ~~and~~be collectible ~~ability~~within of the ~~tenants~~next to12 ~~pay~~months. A ~~their~~note ~~rent~~receivable inof a$50,000 ~~timely~~was ~~manner.~~deemed ~~Rental~~uncollectible ~~revenues~~during ~~include~~the ~~minimum~~year ended ~~annual~~December ~~rentals~~31, ~~adjusted~~2002, ~~for~~as the ~~straight-line~~ ~~method~~debtor ~~for~~has ~~recognition~~filed offor ~~fixed future increases~~bankruptcy. An ~~Gain~~allowance orfor ~~loss~~bad ondebts ~~sale~~ of ~~real estate is recognized when the sales contract is executed~~$50,000 ~~title~~ has been ~~passed,~~established ~~payment~~at isMarch ~~received~~31, 2003 and ~~the Partnership~~December no31, ~~longer~~2002 ~~has~~related ~~continuing~~to ~~involvement~~this ~~in the asset~~note.

Derivative Instruments and Hedging Activities

The Financial Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes a new model for accounting for derivatives and hedging activities, where all derivatives must be recognized as assets and liabilities and measured at fair value. The Partnership adopted this standard on January 1, 2001 and it did not have a significant impact on the financial statements.

Asset Disposal

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting for the impairment or disposal of long-lived assets and is effective in fiscal years beginning after December 15, 2001. As ~~The~~the Partnership is ~~adopted~~attempting ~~this~~to ~~statement~~sell ~~but~~all ~~had~~of noits ~~discontinued~~assets, it has not reclassed any operations related into ~~2002.~~its asset sales as discontinued operations.

Financial Statement Estimates

2. Fees Paid to General Partner

The Partnership has paid the General Partner or its affiliates the following fees for the ~~nine~~three months ended ~~September~~March 3031, ~~2002~~2003 and ~~2001~~2002:

	2002		2001
	2003		2002
Management fees	$	2,119	$	3,811
Administrative fees	$	2,700	$	2,700
Administrative fees		8,100		8,100
Accounting	1,620		1,620
Accounting		4,860		4,860
Management fees	336		706

3. Sale of Property

In April 2001, the Partnership sold a building in West Carrollton, Ohio that was on lease to Kindercare. The sale price for the building was $283,333. The Partnership recognized a gain of $148,869 on the sale.

In September 2001, the Partnership sold two properties. The building in Columbus, Ohio was on lease to Southeast Education. The sale price for the building was $253,000. The Partnership recognized a gain of $123,289 on the sale. The building in Middleburg, Ohio was on lease to Mountain Jack's. The sales price was $900,000. The Partnership recognized a loss of $163,754 on the sale.

There were no property sales in the nine months ended September 30, 2002.

43. Notes Receivable

The ~~Company~~Partnership had the following notes receivable at ~~September~~March 3031, ~~2002~~2003 and December 31, ~~2001~~2002:

			2002			2001
		2003			2002
Note from the sale of land, interest at 10%. Due upon the occurrence of certain events.			$	165,750		$	165,750
Note from the sale of land, interest at 10%. Secured by land sold. Currently due.		$	165,750		$	165,750
Note from sale of building, interest only receipts of $5,366 per month at 8.5% interest. Secured by building sold. Due November 2003.				697,123			714,540
Note from sale of building, receipts of $5,366 per month at 8.5% interest. Secured by building sold. Due November 2003.		685,217			691,067
$50,000 note from sale of building, payable in two installments of $25,000 plus 10% interest. Fully reserved for at September 30, 2002.				—			50,000
Note from sale of building. Due December 2002. Interest at 10% interest.		50,000			50,000
Total notes receivable	~~Total notes receivable~~	$	$900,967	~~862,873~~	$	$930,290	~~930,290~~
Allowance for bad debts		(50,000		)	(50,000		)
		$	850,967		$	856,817

54. Minimum Future Rentals

~~The~~At April 1, 2003, the Partnership ~~leases~~leased one single-tenant ~~buildings~~building to ~~tenants~~a tenant under a noncancelable operating ~~leases~~lease requiring ~~the greater of~~ fixed ~~or percentage~~ rents. The ~~leases~~lease ~~are~~ is triple-net, requiring the tenant to pay all expenses of operating the property such as insurance, property taxes, repairs and utilities. Minimum future rental revenue for the next four years for the property currently owned is as follows:

Minimum future rental revenue for the next four years for the commercial real estate currently owned and subject to noncancelable operating leases is as follows:

Year ending December 31,
2003, remaining nine months	$	80,850
2003	107,800
2004	80,251
2005 and thereafter	—

Year ending December 31,
2002, remaining three months	$	70,629
2003		221,199
2004		107,800
2005		80,251

5. Sale of Property

~~Item~~In 2.March ~~Management's~~2003, ~~Discussion~~the Partnership sold a property leased to Autoworks and ~~Analysis~~located ofin ~~Financial~~Bellevue, ~~Conditions~~Nebraska. The net sales price was approximately $540,000 and ~~Results~~a of$30,505 ~~Operations~~ gain was recognized on the sale.

~~Nature~~There ofwere ~~Business~~ no property sales the three months ended March 31, 2002.

~~Excel~~The following ~~Properties,~~unaudited ~~Ltd.,~~Pro aForma ~~California~~Condensed ~~limited~~Statements ~~partnership~~of ~~(the~~Income ~~"Partnership"),~~have ~~was organized to purchase commercial real estate properties for cash and to hold~~been ~~these~~presented ~~assets~~as ~~for~~if ~~investment. The general partners of~~ the ~~Partnership~~property ~~are~~dispositions ~~New~~that ~~Plan~~occurred ~~Excel~~since ~~Realty~~January ~~Trust~~1, ~~Inc.,~~2002 had aoccurred ~~Maryland~~on ~~corporation~~January ~~("New Plan")~~1, ~~formerly known as Excel Realty Trust and Gary B~~2002. ~~Sabin,~~ This aninformation ~~individual.~~is ~~The~~presented ~~Partnership~~for ~~was~~comparative ~~formed~~purposes ononly ~~September 19, 1985~~ and ~~will~~may ~~continue~~not ~~in existence until December 31, 2015, unless dissolved earlier under certain circumstances. In 1999, Excel Legacy~~be ~~Corporation,~~indicative ~~now~~of ~~known as Price Legacy Corporation, (~~the ~~"Company")~~actual ~~began~~results ~~managing~~had the ~~assets~~property ofdispositions ~~the~~occurred ~~Partnership when certain officers of New Plan resigned. The Company has indemnified New Plan of any~~on ~~general~~January ~~partner~~1, ~~liability in exchange for an assignment of their partnership interest~~2002.

Properties that have been acquired by the Partnership have been primarily subject to long-term triple-net leases. Such leases require the lessee to pay the prescribed minimum rental plus all costs and expenses associated with the operations and maintenance of the property. These expenses include real property taxes, property insurance, repairs and maintenance and similar expenses. Certain leases also provide some form of inflation hedge which calls for the minimum rent to be increased, based upon adjustments in the consumer price index, fixed rent escalation, or by receipt of a percentage of the gross sales of the tenant.

	Three Months Ended
	March 31, 2003			March 31, 2003			March 31, 2002			March 31, 2002
	Actual			Proforma			Actual			Proforma
Rental Revenue:	$	54,139		$	26,950		$	67,032		$	26,950
Other revenue:	17,722			17,722			19,230			19,230
Operating expenses:	(37,274		)	(34,501		)	(42,852		)	(36,558		)
Net Income before
real estate sales:	$	34,587		$	10,171		$	43,410		$	9,622

The principal investment objectives of the Partnership were originally to provide to its limited partners: (1) preservation, protection and eventual return of the investment, (2) distributions of cash

~~from~~Item ~~operations,~~2. ~~some~~Management’s ofDiscussion ~~which~~and ~~may~~Analysis ~~be a return~~ of ~~capital~~Financial ~~for~~Conditions ~~tax purposes rather than taxable income,~~ and ~~(3)~~Results ~~realization~~ of long-term appreciation in value of properties. In recent years, the Partnership has been attempting to sell its properties. The selling of the properties remaining could take several years as the Partnership attempts to maximize the sales price of each property. There can be no assurance that the general partners will be successful in selling the remaining properties or what price they can obtain. Additionally, the plans of the Partnership may change. Operations

~~Critical~~Nature ~~Accounting~~of ~~Policies and Estimates~~ Business

~~General~~ Excel Properties, Ltd., a California limited partnership (the “Partnership”), was organized to purchase commercial real estate properties for cash and to hold these assets for investment. The general partners of the Partnership are New Plan Excel Realty Trust, Inc., a Maryland corporation (“New Plan”), formerly known as Excel Realty Trust and Gary B. Sabin, an individual. The Partnership was formed on September 19, 1985 and will continue in existence until December 31, 2015, unless dissolved earlier under certain circumstances. In 1999, Excel Legacy Corporation, now known as Price Legacy Corporation, (the “Company”) began managing the assets of the Partnership when certain officers of New Plan resigned. The Company has indemnified New Plan of any general partner liability in exchange for an assignment of their partnership interest.

~~The~~Properties ~~financial~~that ~~statements~~have ~~including~~been acquired inby ~~this~~the ~~Form~~Partnership ~~10-Q~~ have been ~~prepared~~primarily insubject ~~accordance~~to ~~with~~long-term ~~accounting~~triple-net leases. Such ~~principles~~leases ~~generally~~require ~~accepted in~~ the ~~United States of~~lessee ~~America~~to ~~(GAAP).~~pay ~~Preparation~~the ofprescribed ~~our~~minimum ~~financial~~rental ~~statements~~plus inall ~~accordance~~costs ~~with GAAP requires management to make estimates~~ and ~~judgments~~expenses ~~that~~associated with ~~affect~~ the ~~reported~~operations ~~amounts of assets, liabilities, revenues~~ and ~~expenses~~maintenance ~~and~~of the ~~related notes~~property. These ~~The~~expenses ~~Partnership~~include ~~believes~~real ~~that~~property ~~the~~taxes, ~~following~~property ~~accounting~~insurance, repairs ~~policies~~and ~~are~~maintenance ~~critical because they affect the more significant judgments~~ and ~~estimates~~similar ~~used in the~~expenses. ~~preparation~~Certain ofleases ~~our~~also ~~consolidated~~provide ~~financial~~some ~~statements.~~form ~~Actual~~of ~~results~~inflation ~~may~~hedge ~~differ~~which ~~from~~calls ~~these~~for the ~~estimates~~minimum ~~under~~rent ~~different~~to ~~assumptions~~be orincreased, ~~conditions.~~based ~~For~~upon aadjustments ~~detailed~~in ~~discussion on~~ the ~~application~~consumer ~~of these~~price ~~and~~index, ~~other~~fixed ~~accounting~~rent ~~policies~~escalation, ~~see~~or ~~Note~~by 1receipt inof ~~the~~a ~~Notes~~percentage toof the ~~Financial~~gross ~~Statements~~sales of in the ~~Form 10-K for 2001 and this Form 10-Q~~tenant.

~~Revenue~~The ~~Recognition~~ principal investment objectives of the Partnership were originally to provide to its limited partners: (1) preservation, protection and eventual return of the investment, (2) distributions of cash from operations, some of which may be a return of capital for tax purposes rather than taxable income, and (3) realization of long-term appreciation in value of properties. In recent years, the Partnership has been attempting to sell all of its assets, including its real estate properties. As of March 31, 2003, the Partnership had one remaining property and three note receivables. The disposition of the remaining assets could take several years as the Partnership attempts to maximize the proceeds. There can be no assurance that the general partners will be successful in disposing the remaining assets or what price they can obtain. Additionally, the plans of the Partnership may change in the future.

~~Recognition~~Liquidity ~~of revenue is dependent upon the quality~~ and ~~ability~~Capital of the tenants to pay their rent in a timely manner. Rental revenues include minimum annual rentals, adjusted for the straight-line method for the recognition of fixed future increases. Gain or loss on sale of real estate is recognized when the sales contract is executed, title has passed, payment is received, and the Partnership no longer has continuing involvement in the asset. Resources

~~Real~~The ~~Estate~~Partnership ~~Assets~~ has $874,228 in cash at March 31, 2003, with no debt on any of the properties it owns. The Partnership currently has approximately $8,983 a month from rental revenue. Management does not expect the Partnership to incur significant operational expenses as the Partnership’s remaining property is subject to a triple-net lease. The property, however, is leased to Paragon Steakhouse (“Paragon”). In 2002, Paragon filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. Should Paragon be released from this lease, the Partnership would be responsible for operating costs such as property taxes and insurance.

~~Real~~At ~~estate~~March ~~assets~~31, 2002, ~~are~~the ~~recorded~~Partnership athad ~~historical~~$850,967 ~~costs~~outstanding ~~and~~in ~~adjusted~~notes ~~for recognition of impairment losses~~receivable. One ~~Buildings~~note ~~are~~has ~~depreciated~~a ~~using~~balance ~~the~~due ~~straight-line~~of ~~method over~~$165,750. Although the ~~tax~~note ~~life~~bears ofinterest ~~31.5~~at ~~years.~~10%, ~~The~~the Partnership ~~tax~~has ~~life~~not ~~does~~recognized ~~not~~any ~~differ~~interest ~~materially~~income from the ~~economic~~note ~~useful~~since ~~life. Expenditures for maintenance and repairs are~~no ~~charged~~interest topayments ~~expense~~have asbeen ~~incurred~~made. ~~Significant renovations are capitalized.~~ The note ~~cost~~is ~~and~~secured ~~related~~by ~~accumulated~~land ~~depreciation~~located ofin ~~real~~Las ~~estate~~Vegas, ~~are removed from the accounts upon disposition~~Nevada. Another ~~Gains~~note ~~and~~has ~~losses arising~~a ~~from~~balance ~~dispositions~~outstanding ~~are~~of ~~reported as income or expense.~~

The Partnership reviews long-lived assets for impairment when events or changes in business conditions indicate that their full carrying value may not be recovered. We consider assets to be impaired and write them down to fair value if their expected associated future undiscounted cash flows are less than their carrying amounts. 10

~~Asset~~$50,000 Steakhouse ~~Disposal~~ Partners, Inc. The obligor has stopped making interest payments on this note and has filed bankruptcy. The Partnership has reserved against the collectibility of this note. The Partnership’s sole tenant, Paragon, is a subsidiary of Steakhouse Partners.

InThe ~~August~~Partnership’s ~~2001,~~primary source of cash will be from rental from the one ~~FASB~~remaining ~~issued~~real ~~SFAS~~estate Noproperty owned and payments from the notes receivables described above. Management believes ~~144,~~that ~~"Accounting~~rental ~~for~~revenue should cover the ~~Impairment~~recurring oroperating ~~Disposal~~expenses of the ~~Long-Lived~~Partnership ~~Assets."~~and ~~SFAS~~allow Nofor cash distributions to be made to the limited partners unless buildings become vacant. The ~~144~~Partnership ~~addresses~~is ~~financial~~attempting ~~accounting~~to sell this property which would provide cash for distribution. Prior to 2002, the ~~impairment~~Partnership orpaid ~~disposal~~quarterly distributions to the limited partners in the approximate amount of ~~long-lived~~the ~~assets~~actual ~~and~~cash isearned ~~effective~~by the Partnership in ~~fiscal~~the preceding ~~years~~quarter. In ~~beginning~~2002, ~~after~~the Partnership ~~December~~adopted 15a policy of paying distributions from operating cash flows annually instead of quarterly, ~~2001~~as only two properties remained with additional distributions if cash is received from a significant capital event. As ~~The~~assets ~~Partnership~~are ~~adopted~~sold, ~~this~~cash ~~statement~~flows ~~but~~available for ~~had~~distribution will decrease. Once all the assets are sold, there will no ~~discontinued~~longer ~~operations~~be inany ~~2002.~~cash flows for distributions.

~~Liquidity~~Inflation ~~and~~is ~~Capital~~not ~~Resources~~ expected to negatively impact the operations of the Partnership due to the structure of its investment portfolio. The leases all provide a minimum rental which the lessee is obligated to pay. Additionally, most leases contain some form of inflation hedge which provides for the rent to be increased. The rent increases may be in the form of scheduled fixed minimum rent increases, Consumer Price Index (CPI) adjustments or by participating in a percentage of the gross sales volume of the tenant. Since the triple-net leases require the lessees to pay for all property operating expenses, the net effect is that the revenue received will not be eroded away as operating expenses increase due to inflation. Should buildings become vacant, however, the Partnership may be responsible for certain expenses, including property taxes which are now being paid by tenants.

~~The~~Results ~~Partnership has $386,282 in cash at September 30, 2002, with no debt on any~~ of ~~the properties it owns. The Partnership currently recognizes approximately $23,543 a month from rental revenue.~~ Operations

10The following discussion should be read in conjunction with the financial statements and the notes thereto.

~~Management~~Comparison ~~does~~of ~~not expect~~ the ~~Partnership~~three tomonths ~~incur~~ended ~~any~~March ~~significant~~31, ~~operational~~2003 ~~expenses~~to as the ~~Partnership~~three ~~properties~~months ended ~~are~~March ~~subject~~31, ~~to triple-net leases.~~ 2002

~~At September~~Rental ~~30,~~revenue ~~2002,~~decreased ~~the Partnership had~~ $~~912~~12,~~873~~893 ~~outstanding~~or ~~in notes receivable. One note has a balance due of $165,750 and is secured by land. Although the note bears interest at 10~~19%, ~~the Partnership has not recognized any interest income~~ from the previous ~~note~~year. The ~~since~~net nodecrease ~~interest~~was ~~payments have been made and it is the intent of the Partnership is~~ due to ~~take~~property ~~title~~sales ~~of the land~~ in ~~lieu~~2003 ofand a2002. Excluding ~~cash~~these ~~settlement.~~properties, ~~Another~~rental ~~note~~revenue ~~has~~would ahave ~~balance~~been ~~outstanding~~approximately of $5026,~~000~~950 ~~Steakhouse~~in ~~Partners, Inc. The obligor has stopped making interest payments on this note and has filed bankruptcy. The Partnership has~~both ~~reserved against the collectibility of this note~~quarters.

~~The Partnership's~~In ~~primary~~the ~~source~~three ofmonths ~~cash~~ended isMarch 31, ~~from~~2003 ~~rental~~compared ofwith the three ~~real~~months ~~estate~~ended ~~properties~~March ~~currently~~31, ~~owned.~~2002, ~~Management believes that rental revenue should cover the recurring~~ operating expenses ofdecreased ~~the~~by ~~Partnership~~$5,578 ~~and allow for cash distributions to be made to the limited partners unless buildings become vacant. The Partnership may sell one~~ or ~~more of its properties which would~~13%. ~~provide~~Depreciation ~~cash~~expense ~~for~~decreased ~~distribution.~~by ~~Prior to 2002~~$3,521 ~~the~~or ~~Partnership~~29% ~~has~~total ~~paid~~due ~~quarterly distributions~~ to ~~the limited partners of the actual cash earned by the Partnership in the preceding quarter. In 2002,~~property ~~the Partnership adopted a policy of paying distributions from operating cash flows annually instead of quarterly, as only three properties remain~~sales. The ~~Partnership~~other ~~may~~expenses ~~pay~~and ~~additional distributions if it receives cash from a~~other ~~significant~~income ~~capital~~did ~~event.~~not Ifsignificantly ~~expenses~~vary ~~were~~between ~~to increase or revenue were to decrease,~~ the ~~Partnership~~two ~~would decrease the distributions to the limited partners~~periods.

The PartnershipCritical hasAccounting continuedPolicies to distribute cash flows to the limited partners since 1989. The Partnership has been attempting to sell it properties and owns three remaining real estate properties. Although future distributions may be supplemented by proceeds from property sales or principal repayment of notes receivable, as additional properties are sold or notes receivable are repaid, proceeds will be distributed to the partners instead of reinvested, and future distributions are expected to decrease. Eventually, there may no longer be enough cash flows for distributions. Estimates

Inflation is not expected to negatively impact the operations of the Partnership due to the structure of its investment portfolio. The leases all provide a minimum rental which the lessee is obligated to pay. Additionally, most leases contain some form of inflation hedge which provides for the rent to be increased. The rent increases may be in the form of scheduled fixed minimum rent increases, Consumer Price Index (CPI) adjustments or by participating in a percentage of the gross sales volume of the tenant. Since the triple-net leases require the lessees to pay for all property operating expenses, the net effect is that the revenue received will not be eroded away as operating expenses increase due to inflation. Should buildings become vacant, however, the Partnership may be responsible for certain expenses, including property taxes which are now being paid by tenants. General

~~Results~~The financial statements including in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of ~~Operations~~ America (GAAP). Preparation of our financial statements in accordance with GAAP requires management to make estimates and

~~The following discussion should be read in conjunction with the financial statements and the notes thereto.~~ 11

~~Comparison~~judgments ofthat affect the ~~three~~reported ~~months~~amounts ~~ended~~of assets, ~~September 30~~liabilities, ~~2002~~revenues toand expenses and the ~~three~~related ~~months~~notes. The ~~ended~~Partnership ~~September 30~~believes that the following accounting policies are critical because they affect the more significant judgments and estimates used in the preparation of our financial statements. Actual results may differ from these estimates under different assumptions or conditions. For a detailed discussion on the application of these and other accounting policies, ~~2001~~ see Note 1 in the Notes to Financial Statements in this Form 10-Q.

~~Base~~Revenue ~~rent decreased $52,592 or 43% from the previous year. The net decrease was due to the property sales in 2001. These properties accounted for approximately $52,592 in rental revenue in 2001.~~ Recognition

~~In September~~Recognition ~~2001,~~of ~~the~~revenue ~~company~~is ~~recognized~~dependent aupon ~~gain~~the quality and ability of ~~$123,289~~the ~~relating~~tenants to ~~the~~pay ~~sale~~their ofrent in a ~~building~~timely ~~formerly~~manner. Rental ~~leased~~revenues toinclude ~~Southeast~~minimum ~~Education~~annual rentals, inadjusted ~~Columbus,~~for ~~Ohio.~~the ~~Also,~~straight-line inmethod ~~September 2001~~ for the ~~company~~recognition ~~recognized~~of afixed future increases. Gain or loss on sale of ~~$163,754~~real ~~relating~~estate tois arecognized ~~sale~~when ofthe asales ~~building~~contract ~~leased~~is toexecuted, ~~Mountain~~title ~~Jack's~~has passed, inpayment ~~Middleburg~~is received, ~~Ohio.~~and ~~There~~the ~~were~~Partnership no ~~sales~~longer has continuing involvement in the ~~three~~asset. The Partnership ~~months~~does ~~ended~~not ~~September 30,~~recognize ~~2002~~interest income on two of its notes receivable. One note is secured by vacant land and the other is from a payee who has filed bankruptcy. No interest payments have been made in 2003 on either note.

11Real Estate Assets

~~Overall~~Real estate ~~operating~~assets ~~expenses~~are ~~increased~~recorded byat ~~$39,653~~historical ~~from~~costs ~~the~~and ~~three~~adjusted ~~months~~for ~~ended~~recognition ~~September~~of impairment ~~30,~~losses. Buildings ~~2002~~are depreciated tousing the ~~three~~straight-line ~~months~~method ~~ended~~over ~~September~~the ~~30,~~tax ~~2001.~~life ~~Depreciation~~of ~~expense~~31.5 ~~decreased~~years. The ~~$7,899~~tax orlife ~~39% and~~does ~~management~~not ~~fee~~differ ~~expenses~~materially ~~decreased~~from the ~~$374~~economic oruseful ~~35%~~life. Expenditures for ~~These~~maintenance ~~decreases~~and repairs are ~~attributable~~charged to ~~the~~expense ~~property~~as ~~sales~~incurred. Significant inrenovations ~~2001~~are capitalized. The ~~Bad~~cost ~~debt~~and ~~expense~~related ~~increased~~accumulated depreciation byof ~~$48,013~~real inestate ~~2002~~are ~~(see~~removed ~~Liquidity~~from ~~and~~the ~~Capital~~accounts ~~Resources)~~upon disposition. ~~Other~~ Gains ~~expenses~~ and ~~other~~losses ~~income~~arising ~~did~~from ~~not~~dispositions are ~~vary~~reported ~~significantly~~as ~~between~~income ~~the~~or ~~two accounting periods~~expense.

~~Comparison~~The Partnership ofreviews ~~the~~long-lived ~~nine~~assets ~~months~~for ~~ended~~impairment ~~September~~when ~~30,~~events ~~2002~~or changes in business conditions indicate that their full carrying value may not be recovered. We consider assets to ~~the~~be impaired ~~nine~~and ~~months~~write ~~ended~~them ~~September~~down ~~30,~~to ~~2001~~ fair value if their expected associated future undiscounted cash flows are less than their carrying amounts.

~~Base rent decreased $179,427 or 46% from the previous year. The net decrease was primarily due to the property sales in 2001. These properties accounted for~~Asset ~~approximately $175,280 in rental revenue in 2001.~~ Disposal

In ~~April~~ ~~2002~~August 2001, the ~~company~~FASB ~~recognized~~issued aSFAS ~~gain~~No. ~~of $148~~144,~~869~~ ~~relating~~Accounting tofor the Impairment ~~sale~~or Disposal of aLong-Lived ~~building~~Assets. SFAS ~~formerly leased to Kindercare, in West Carrollton, Ohio~~No. In144 ~~June~~addresses ~~2002,~~financial ~~the~~accounting ~~Company received $20,289~~ for the ~~holdback~~impairment onor disposal ~~the 1999 sale~~ of ~~Kindercare~~long-lived inassets ~~Grove~~and ~~City,~~is ~~Ohio~~effective ~~which was recognized as income~~ in ~~2002.~~fiscal Inyears ~~September~~beginning ~~2002,~~after December ~~the company recognized a gain of $123~~15,~~289~~ ~~relating~~2001. As to the ~~sale of~~Partnership ais ~~building~~attempting ~~formerly leased~~ to ~~Southeast~~sell ~~Education~~all inof ~~Columbus,~~its ~~Ohio. Also~~assets, init ~~September~~has ~~2002,~~not ~~the~~reclassed ~~company~~any ~~recognized~~operations related ~~a loss of $163,754 relating~~ to aits ~~sale~~asset ~~of a building leased to Mountain Jack's in Middleburg, Ohio. There were no~~ sales inas ~~the~~discontinued ~~nine months end September 30, 2002~~operations.

~~Operating expenses~~Certain ~~increased~~Cautionary by $16,312 or 14%. Depreciation expense decreased $27,221 or 42% and management fee expenses decreased $1,692 or 44% from nine months ended September 30, 2002 to the nine months ended September 30, 2001. These decreases are attributable to the property sales in 2001. Overall, operating expense decreased; however, bad debt expense increased by $48,013 in 2002 as previously noted (see Liquidity and Capital Resources). Other expenses and other income did not vary significantly between the two accounting. Statements

~~Management does~~Certain ~~not~~statements ~~expect~~in ~~inflation~~this toQuarterly ~~significantly~~Report ~~impact~~on ~~the~~Form 10-Q, ~~operations~~including, ofbut ~~the~~not ~~Partnership~~limited ~~due~~ to, ~~the~~“Item ~~structure~~2 of— ~~its~~Management’s ~~investment~~Discussion ~~portfolio. The leases all provide a minimum rental~~and ~~which~~Analysis ~~the~~of ~~lessee~~Financial isCondition ~~obligated~~and toResults ~~pay.~~of ~~Additionally~~Operations,” ~~most leases~~ contain forward-looking ~~some~~statements ~~form~~within ~~of inflation hedge which provides for~~ the ~~rent~~meaning toof beSection ~~increased.~~27A ~~The~~of ~~rent increases may be in~~ the ~~form~~Securities Act of ~~scheduled fixed minimum rent increases~~1933, ~~Consumer~~as ~~Price Index adjustments~~amended, orand bySection ~~participating~~21E ~~in a percentage~~ of the ~~gross~~Securities ~~sales~~Exchange ~~volume~~Act of 1934, ~~the~~as ~~tenant.~~amended, ~~Since~~that ~~the~~are ~~triple-net~~not ~~leases~~historical ~~require~~facts, ~~the~~but ~~lessees~~rather toreflect ~~pay for~~current ~~all~~expectations ~~property~~concerning ~~operating~~future ~~expenses,~~results ~~the~~and ~~net~~events. The ~~effect~~words is“believes,” “expects,” “intends,” ~~that~~“plans,” “anticipates,” “likely,” ~~the~~“will” ~~income~~and ~~should~~similar ~~increase~~expressions identify assuch ~~operating~~forward-looking ~~expenses~~statements. These ~~increase~~forward-looking ~~due~~statements toare ~~inflation.~~subject to risks,

~~Certain Cautionary Statements~~ 12

Certain statements in this Quarterly Report on Form 10-Q, including, but not limited to, "Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations," contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, but rather reflect current expectations concerning future results and events. The words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond the Partnership'’s control that could cause actual results to differ materially from those forecast or anticipated in such forward-looking statements. These factors include, but are not limited to, the Partnership'’s market effect on property sales, reliance on tenants, and environmental risks. These factors are discussed in greater detail under the caption "“Certain Cautionary Statements"” in the Partnership'’s annual Report on Form 10-K for the year ended December 31, 2001.

12ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item~~The 3Partnership’s balance sheet contains financial instruments in the form of interest-earning notes receivable. The ~~Quantitative~~notes contain fixed interest rates and are ~~Qualitative~~thus ~~Disclosures~~not ~~About~~subject ~~Market~~to ~~Risk~~ changes in market interest rates. The Partnership estimates that the fair value of the notes approximates market value at March 31, 2003.

~~The~~ITEM ~~Partnership's balance sheet contains financial instruments in the form of interest-earning notes receivable~~4. ~~The~~Controls ~~notes contain fixed interest rates~~ and ~~are thus not subject to changes in market interest rates. The Partnership estimates that the fair value of the notes approximates market value at September 30, 2002.~~ Procedures

~~Item~~We 4maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our General Partner and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. In ~~Controls~~designing and evaluating the disclosure controls and ~~Procedures~~ procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

WeWithin ~~maintain~~90 ~~disclosure~~days ~~controls~~prior ~~and procedures that are designed~~ to ~~ensure~~the ~~that~~date ~~information~~of ~~required~~this ~~to be disclosed in our Exchange Act reports is recorded,~~quarterly ~~processed~~report, ~~summarized~~we ~~and~~carried ~~reported~~out ~~within~~an ~~the~~evaluation, ~~time~~under ~~periods specified in~~ the ~~rules~~supervision and ~~forms~~with of the participation ~~Securities~~of ~~and Exchange Commission, and that such information is accumulated and communicated to~~ our management, including our ~~Chief~~General ~~Executive~~Partner ~~Officer~~ and ~~Chief~~Principal Accounting ~~Financial~~ Officer, asof ~~appropriate,~~the toeffectiveness ~~allow~~of ~~timely~~the ~~decisions~~design ~~regarding required disclosure. In designing~~ and ~~evaluating~~operation of the company’s disclosure controls and procedures,. Based ~~management~~on ~~recognized~~the ~~that any controls and procedures~~foregoing, noour ~~matter~~General ~~how~~Partner ~~well designed~~ and ~~operated,~~Principal ~~can provide only reasonable assurance of achieving the desired control~~Accounting ~~objectives,~~Officer ~~and~~concluded ~~management~~that ~~necessarily was required to apply its judgment in evaluating~~ the ~~cost-benefit~~company’s ~~relationship~~disclosure ~~of possible~~ controls and procedures. were effective.

~~Within 90~~There ~~days~~have ~~prior~~been tono ~~the~~significant ~~date~~changes ofin ~~this quarterly report, we carried out an evaluation, under the supervision and with the participation of~~ our ~~management, including our General Partner~~ ~~and~~internal ~~Principal Accounting~~controls ~~Officer,~~or ofin ~~the~~other ~~effectiveness~~factors ofthat ~~the~~could ~~design~~significantly ~~and~~affect ~~operation of~~ the ~~company's disclosure~~ internal controls ~~and~~subsequent ~~procedures.~~to ~~Based~~the ondate ~~the~~we ~~foregoing,~~completed our ~~General Partner and Principal Accounting Officer concluded that the company's disclosure controls and procedures were effective~~evaluation.

~~There have~~PART ~~been no significant changes in our internal controls or in other factors that could significantly affect the internal controls subsequent to the date we completed our evaluation~~II. OTHER INFORMATION

~~PART~~Items ~~II.~~1 ~~OTHER~~through ~~INFORMATION~~ 5 have been omitted since no events occurred with respect to these items.

~~Items~~Item 16. Exhibits ~~through~~and 5Reports ~~have~~on ~~been~~Form ~~omitted since no events occurred with respect to these items.~~ 8-K

~~Item 6.~~(a) Exhibits ~~and Reports on Form 8-K~~ :

13Exhibit 99.1. Officers Certifications

(b) Reports on ~~SIGNATURES~~ Form 8-K

~~Pursuant~~The toPartnership ~~the~~filed ~~requirements~~no ofreports ~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed~~ on ~~its~~Form ~~behalf~~8-K byduring the ~~undersigned~~quarter ~~thereunto~~ended ~~duly~~March ~~authorized.~~31, 2003.

Dated: November 6, 2002	EXCEL PROPERTIES, LTD. (Registrant)
	By:	/s/ GARY B. SABIN Gary B. Sabin General Partner
	By:	/s/ JAMES Y. NAKAGAWA James Y. Nakagawa Principal Accounting Officer

14SIGNATURES

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

I, Gary B. Sabin, certify that:

Dated: April 25, 2003	EXCEL PROPERTIES, LTD.
	(Registrant)


	By:	/s/ Gary B. Sabin
		Gary B. Sabin
		General Partner

	By:	/s/ James Y. Nakagawa
		James Y. Nakagawa
		Principal Accounting Officer

~~Dated: November 6, 2002 /s/ GARY B. SABIN Gary B. Sabin General Partner~~14

15CERTIFICATIONS

I, ~~James~~ YGary B. ~~Nakagawa~~Sabin, certify that:

~~Dated:~~1. I ~~November~~have 6,reviewed ~~2002~~this quarterly ~~/s/~~report ~~JAMES~~on Y.Form ~~NAKAGAWA~~10-Q ~~James~~of Y.Excel ~~Nakagawa~~Property ~~Principal Accounting Officer~~Ltd.;

162. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

~~QuickLinks~~3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 25, 2003
		/s/ Gary B. Sabin
		Gary B. Sabin
		General Partner

I, James Y. Nakagawa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Excel Properties, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: April 25, 2003

		/s/ James Y. Nakagawa
		James Y. Nakagawa
		Principal Accounting Officer

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