SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarter Ended:		Commission File Number:
September 30, 2003		33-2320
March 31, 2004		33-2320
EXCEL PROPERTIES, LTD.
(Exact name of registrant as specified in its charter)
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)

~~EXCEL~~Registrant’s telephone ~~PROPERTIES~~number, ~~LTD.~~including area code: (858) 675-9400

~~(Exact~~Securities ~~name~~registered ofpursuant ~~registrant~~to asSection ~~specified~~12(b) inof ~~its~~the ~~charter)~~Act: NONE

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days, and (3) is an accelerated filer (as defined in Exchange Act Rule 12b-2).

(1)	Yes ý	No o

(2)	Yes ý	No o

(3)	Yes o	No ý

EXCEL PROPERTIES, LTD.

INDEX TO FINANCIAL STATEMENTS

PART I. FINANCIAL INFORMATION:
	Item 1. Financial Statements:
		Balance Sheets
			September 30, 2003 (Unaudited)
			March 31, 2004 (Unaudited)
			December 31, 2002
			December 31, 2003
		Statements of Income
			Three Months Ended September 30, 2003 (Unaudited)
			Three Months Ended March 31, 2004 (Unaudited)
			Three Months Ended September 30, 2002 (Unaudited)
			Three Months Ended March 31, 2003 (Unaudited)
			Nine Months Ended September 30, 2003 (Unaudited)
			Nine Months Ended September 30, 2002 (Unaudited)
		Statements of Changes in Partners’ Equity
			Nine Months Ended September 30, 2003 (Unaudited)
			Three Months Ended March 31, 2004 (Unaudited)
			Nine Months Ended September 30, 2002 (Unaudited)
			Three Months Ended March 31, 2003 (Unaudited).
		Statements of Cash Flows
			Nine Months Ended September 30, 2003 (Unaudited)
			Three Months Ended March 31, 2004 (Unaudited)
			Nine Months Ended September 30, 2002 (Unaudited)
			Three Months Ended March 31, 2003 (Unaudited).
		Notes to Financial Statements
		Notes to Financial Statements.
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	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

EXCEL PROPERTIES, LTD.

BALANCE SHEETS

	September 30, 2003		December 31, 2002
	March 31, 2004		December 31, 2003
	(Unaudited)
ASSETS
Real estate:
Cash	$	64,705	$	941,198
Land	$	—	$	599,460
Notes receivable, net of allowance of $50,000 in both 2004 and 2003	165,750		165,750
Buildings	—		1,169,216
Interest receivable and other assets	—		407
Less: accumulated depreciation	—		(556,664		)
Total assets	$	230,455	$	1,107,355
Net real estate	—		1,212,012
Cash	961,446		1,181,015
Accounts receivable, less allowance for bad debts of $0 in both 2003 and 2002	—		8,983
Notes receivable, net of allowance of $50,000 in 2002	165,750		856,817
Interest receivable and other assets	200		5,314
Total assets	$	1,127,396	$	3,264,141
LIABILITIES AND PARTNERS’ EQUITY
Liabilities:
Accounts payable:
Accounts payable	$	8,235	$	3
Affiliates	$	15,200	$	466
Total liabilities	8,235		3
Other	528		—
Partners’ Equity:
Total liabilities	15,728		466
General partner’s equity	—		150
Partners’ equity:
Limited partners’ equity, 235,308 units authorized, 135,199 units issued and outstanding in 2004 and 2003, respectively.	222,220		1,107,202
General partner’s equity	4,103		17,035
Total partners’ equity	222,220		1,107,352
Limited partners’ equity, 235,308 units authorized, 135,199 units issued and outstanding in 2003 and 2002, respectively.	1,107,565		3,246,640
Total liabilities and partners’ equity	$	230,455	$	1,107,355
Total partners’ equity	1,111,668		3,263,675
Total liabilities and partners’ equity	$	1,127,396	$	3,264,141

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

EXCEL PROPERTIES, LTD.

STATEMENTS OF INCOME - UNAUDITED

	Three Months Ended September 30,					Nine Months Ended September 30,
	Three Months Ended March 31,
	2003			2002		~~2003~~		~~2002~~
Revenue:
Rental income	$	216		$	70,629	$	68,965	$	208,290
Rental revenue	$	——		$	54,139
Interest income	13,462			17,988		48,190		55,001
Interest and other income	2,011			17,722
Total revenue	132,~~678~~011			8871,~~617~~861		~~117,155~~		~~263,291~~
Expenses:
Operating Expenses:
Bad Debts	—			50,000		—		50,000
Accounting and legal	32,046			23,458
Depreciation	~~3,000~~—			128,~~294~~773		~~17,734~~		~~36,882~~
Administrative	2,700			2,700		~~8,100~~		~~8,100~~
Accounting and legal	3,052			2,688		30,232		30,215
Office expenses	2,339			1,839
Other property and office expenses	1,814			1,284		7,094		4,477
Management fees	—			504
Management fees	90			706		773		2,119
Total operating expenses	37,085			37,274
Total expenses	10,656			69,672		63,933		131,793
Net income (loss) before real estate sales	$	(35,074	)	$	34,587
Income before real estate sales	3,022			18,945		53,222		131,498
Gain – sale of real estate	—			30,505
Gain on sale of real estate	199,117			—		229,622		—
Net income(loss)	$	(35,074	)	$	65,092
Net income	$	202,139		$	18,945	$	282,844	$	131,498
Net income (loss) allocated to:
Net income allocated to:
General partner	$	(350	)	$	738
General partner	$	2,052		$	312	$	3,006	$	1,684
Limited partners	(34,724		)	64,354
Limited partners	200,087			18,633		279,838		129,814
Total	$	(35,074	)	$	65,092
Total	$	202,139		$	18,945	$	282,844	$	131,498
Net income(loss) per weighted average limited partnership unit	$	(0.26	)	$	0.32
Net income per weighted average limited partnership unit	$	1.48		$	0.14	$	2.07	$	0.96

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

EXCEL PROPERTIES, LTD.

STATEMENTS OF CHANGES IN PARTNERS’ EQUITY - UNAUDITED

	Nine Months Ended September 30
	Three Months Ended March 31,
	2003			2002
	2004			2003
Balance at January 1	$	31,~~263~~107,~~675~~352		$	3,~~700~~263,~~201~~675
Net income	282,844			112,553
Net income (loss)	(35,074		)	65,092
Partner distributions	(2850,~~434,851~~058		)	(~~750~~900,~~002~~000		)
Balance at September 30	$	1,111,668		$	3,062,752
Balance at March 31	$	222,220		$	2,428,767

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

EXCEL PROPERTIES, LTD.

STATEMENTS OF CASH FLOWS - UNAUDITED

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2003			2002
	2004			2003
Cash flows from operating activities:
Net income	$	282,844		$	131,498
Net income (loss)	$	(35,074	)	$	65,092
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	~~17,734~~—			368,~~882~~773
Provision for bad debts	—			50,000
Gain on sale of real estate	—			(30,505		)
Gain on sale of real estate	(229,622		)	—
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable	~~8,983~~—			3(8,~~595~~305		)
Interest receivable and other assets	~~5,114~~407			~~(1,854~~488		)
Increase (decrease) in liabilities:
Increase in liabilities:
Accounts payable	158,~~262~~232			~~(18~~7,~~664~~927		)
Net cash provided by operating activities	100,315			201,457
Net cash provided (used) by operating activities	(26,435		)	43,470
Cash flows from investing activities:
Collection of notes receivable	691,067			17,418
Proceeds from sale of real estate	—			543,893
Proceeds from real estate sales	1,423,900			—
Collection of notes receivable	—			5,850
Net cash provided by investing activities	~~2,114,967~~—			17549,~~418~~743
Cash flows from financing activities:
Cash distributions	(2850,~~434,851~~058		)	(~~750~~900,~~002~~000		)
Net cash used by financing activities	(2850,~~434,851~~058		)	(~~750~~900,~~002~~000		)
Net decrease in cash	(~~219~~876,~~569~~493		)	(~~531~~306,~~127~~787		)
Cash at January 1	1941,~~181,015~~198			~~917~~1,~~409~~181,015
Cash at September 30	$	961,446		$	386,282
Cash at March 31	$	64,705		$	874,228

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

EXCEL PROPERTIES, LTD.

NOTES TO FINANCIAL STATEMENTS - UNAUDITED

1. Summary of Significant Accounting Policies:

The ~~financial~~ financial statements reflect all adjustments of a recurring nature which are, in the opinion of management, necessary for a fair presentation of the ~~financial~~ financial statements. No adjustments ~~were~~ 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 in the ~~Partnership’s~~ December 31, 2003 ~~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. ~~The~~Management estimates that the tax life does not differ 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 assesses whether there has been an impairment in the value of its real estate by considering factors such as expected future operating income, trends, and prospects, as well as the effects of the demand, competition and other economic factors. Such factors include a lessee’s ability to pay rent under the terms of the lease. If a property is leased at a significantly lower rent, the Partnership may recognize a permanent impairment loss if the income stream is not sufficient to recover its investment.

Cash Deposits

At ~~September 30~~March 31, ~~2003~~2004, the carrying amount of the Partnership’s cash deposits ~~total~~totaled $164,~~843~~705,~~786 of~~ which ~~$200,000~~ was all covered by federal depository insurance.

Statement of Cash Flows - Supplemental Disclosure

There was no interest or income taxes paid for the ~~nine~~three months ended ~~September 30~~March 31, ~~2003~~ 2004 or ~~2002~~2003. The Partnership also had no significant non-cash investing or financing transactions for the ~~nine~~three months ended ~~September 30~~March 31, ~~2003~~ 2004 or ~~2002~~2003.

~~Income Taxes~~7

~~The Partnership~~Income ~~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.~~Taxes

7The 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. A note receivable of $50,000 was deemed uncollectible during the year ended December 31, 2002, as the debtor ~~has~~ filed for bankruptcy. An allowance for bad debts of $50,000 ~~was~~has ~~established~~been ~~in 2002 and in 2003, the note was written-off~~established.

~~Financial~~Asset ~~Statement Estimates~~Disposal

~~The preparation~~In ofAugust ~~financial~~2001, ~~statements~~the inFASB ~~conformity~~issued ~~with~~SFAS ~~generally~~No. ~~accepted accounting~~144, ~~principles~~Accounting ~~requires~~for ~~management~~the Impairment toor ~~make~~Disposal ~~estimates~~of ~~and~~Long-Lived ~~assumptions~~Assets. ~~that~~SFAS ~~affect~~No. ~~the~~144 ~~reported~~addresses ~~amounts~~financial ofaccounting ~~assets~~for ~~and liabilities~~the ~~and~~impairment ~~disclosure~~or disposal of ~~contingent~~long-lived assets and ~~liabilities~~is ateffective ~~the~~in ~~date~~fiscal ~~of the~~years ~~financial~~beginning ~~statements~~after December ~~and~~15, 2001. As the ~~reported~~Partnership is ~~amounts~~attempting to sell all of ~~revenues~~its ~~and~~assets, ~~expenses during~~it ~~the~~has ~~reported~~not ~~period. Actual~~reclassed ~~results~~any operations ~~could~~related ~~differ~~to ~~from~~its ~~those~~asset ~~estimates~~sales as discontinued operations.

~~Recognition~~Financial ofStatement revenue is dependent upon the quality and ability of the tenants to pay their rent in a timely manner. Rental revenues include minimum annual rentals, adjusted for the straight-line method for 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.Estimates

~~Derivative~~The preparation ~~Instruments~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates and ~~Hedging~~assumptions that ~~Activities~~affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

~~The Financial Accounting Standards Board (FASB) issued SFAS No~~2. Fees ~~133,~~Paid ~~Accounting~~to ~~for~~General 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.Partner

~~Asset~~The ~~Disposal~~Partnership has paid the General Partner or its affiliates the following fees for the three months ended March 31, 2004 and 2003:

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. The Partnership’s last property was sold in the three months ended September 30, 2003. Since there are no other real estate properties, operations from discontinued operations have not been separately identified.

	2004		2003

Administrative fees	$	2,700	$	2,700
Accounting	1,620		1,620
Management fees	—		336

23. ~~Fees~~Notes ~~Paid to General Partner~~Receivable

The Partnership ~~has~~had ~~paid~~ the ~~General Partner or its affiliates the~~ following ~~fees~~notes receivable ~~for~~at ~~the~~March ~~nine~~31, ~~months~~2004 ~~ended~~and ~~September 30~~December 31, 2003 ~~and 2002~~:

	2003			2002
	2004			2003
Management fees	$	773		$	2,119
Note from the sale of land, interest at 10%. Secured by land sold. Currently due.	$	165,750		$	165,750
Administrative fees	8,100			8,100
Note from sale of building. Due December 2002. Interest at 10% interest.	50,000			50,000
Accounting	4,860			4,860
Total notes receivable	$	215,750		$	215,750
Allowance for bad debts	(50,000		)	(50,000		)
	$	165,750		$	165,750

34. Sale of Property

~~In August 2003,~~The ~~the~~ Partnership sold aits ~~property~~remaining ~~leased to Mountain Jack’s~~operating ~~Restaurant~~properties ~~which was located~~ in ~~Lafayette, Indiana~~2003. The ~~net~~following unaudited ~~sales~~Pro ~~price~~Forma ~~for~~Condensed ~~the~~Statements ~~property~~of ~~was~~Income ~~$897,181~~have ~~and~~been apresented ~~gain~~for ofthe ~~$199,117~~three ~~was~~months ~~recognized~~ended onMarch ~~the~~31, ~~sale. In March~~ 2003, ~~the~~as ~~Partnership~~if ~~sold~~all athe property ~~leased~~dispositions tothat occurred ~~Autoworks~~in 2003, ~~which~~had ~~was located~~occurred inon ~~Bellevue~~January 1, ~~Nebraska~~2003. ~~The~~ ~~net~~This ~~sales~~information ~~price~~is presented for ~~the~~comparative ~~building~~purposes ~~was~~only ~~$543,893~~ and ~~a gain~~may not be indicative of ~~$30,505~~the ~~was~~actual results ~~recognized~~had the property dispositions occurred on ~~the~~January ~~sale~~1, 2002.

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

	Three Months Ended
	March 31, 2003			March 31, 2003
	Actual			Proforma

Rental Revenue:	$	54,139		$	—
Other revenue:	17,722			17,722
Operating expenses:	(37,274		)	(27,997		)
Net income (loss) before real estate sales:	$	34,587		$	(10,275	)

The following unaudited Pro Forma Condensed Statements of Income have been presented as if the property dispositions that occurred since January 1, 2002 had occurred on January 1, 2002. This information is presented for comparative purposes only and may not be indicative of the actual results had the property dispositions occurred on January 1, 2002.9

	Three Months Ended
	September 30, 2003			September 30, 2003			September 30, 2002			September 30, 2002
	Actual			Proforma			Actual			Proforma
Rental Revenue:	$	216		$	—		$	70,629		$	—
Other revenue:	13,462			13,462			17,988			17,988
Operating expenses:	(10,656		)	(7,656		)	(69,672		)	(57,378		)
Net Income (loss) before real estate sales:	$	3,022		$	5,806		$	18,945		$	(39,390	)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

	Nine Months Ended
	September 30, 2003			September 30, 2003			September 30, 2002			September 30, 2002
	Actual			Proforma			Actual			Proforma
Rental Revenue:	$	68,965		$	—		$	208,290		$	—
Other revenue:	48,190			48,190			55,001			55,001
Operating expenses:	(63,933		)	(46,199		)	(131,793		)	(94,911		)
Net Income (loss) before real estate sales:	$	53,222		$	1,991		$	131,498		$	(39,910	)

Certain Cautionary Statements

9Certain 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, 2003.

~~4. Notes~~Nature ~~Receivable~~of Business

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 ~~Company~~general ~~had~~partners of the ~~following~~Partnership ~~notes~~are ~~receivable~~New atPlan 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 30 19, ~~2003~~1985 and will continue in existence until December 31, ~~2002:~~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. In 2003, Kausay Holdings, LLC began managing the assets of the Partnership.

	2003		2002
Note from the sale of land, interest at 10%. Due upon the occurrence of certain events.	$	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. Repaid in September 2003.	—		691,067
$50,000 note from sale of building, payable in two installments of $25,000 plus 10% interest. Fully reserved for in 2002 and written-off in 2002.	—		50,000
Total notes receivable	165,750		906,817
Allowance for bad debts	—		(50,000		)
	$	165,750	$	856,817

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.

10The 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, 2004, the Partnership sold all of its real estate properties and has two remaining note receivables, one of which is fully reserved for. The Partnership is attempting to collect the final note receivable that is not fully reserved for. This note is secured by land.

~~Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations~~10

~~Nature~~Critical Accounting ofPolicies ~~Business~~and Estimates

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.General

~~Properties~~The ~~that~~financial ~~have~~statements ~~been~~including ~~acquired~~in bythis ~~the~~Form ~~Partnership~~10-Q have been ~~primarily~~prepared ~~subject~~in accordance towith accounting principles generally accepted in the United States ~~long-term~~of ~~triple-net~~America ~~leases~~(GAAP). ~~Such leases~~Preparation ~~require~~of ~~the~~our financial ~~lessee~~statements toin ~~pay~~accordance ~~the~~with ~~prescribed~~GAAP ~~minimum~~requires ~~rental~~management ~~plus~~to ~~all costs~~make estimates and ~~expenses~~judgments ~~associated~~that ~~with~~affect the ~~operations~~reported amounts of assets, liabilities, revenues and ~~maintenance~~expenses ofand the ~~property~~related notes. ~~These~~The ~~expenses~~Partnership ~~include~~believes ~~real~~that ~~property~~the ~~taxes,~~following ~~property~~accounting ~~insurance,~~policies ~~repairs~~are ~~and~~critical ~~maintenance~~because they affect the more significant judgments and ~~similar~~estimates ~~expenses~~used in the preparation of our financial statements. ~~Certain~~Actual ~~leases~~results ~~also~~may ~~provide~~differ from ~~some~~these ~~form~~estimates ~~of inflation~~under ~~hedge~~different ~~which~~assumptions ~~calls~~or ~~for~~conditions. For a detailed discussion on the ~~minimum~~application of ~~rent~~these toand beother ~~increased~~accounting policies, ~~based~~see ~~upon adjustments~~Note 1 in the ~~consumer~~Notes ~~price~~to ~~index,~~Financial Statements ~~fixed~~in ~~rent~~this ~~escalation,~~Form or10-Q. ~~by receipt~~Report ofon aForm ~~percentage~~10-K offor the ~~gross~~year ~~sales~~ended ofDecember ~~the~~31, ~~tenant~~2003.

~~The~~Revenue 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. As of September 30, 2003, the Partnership sold all of its real estate properties and has one remaining note receivable. The Partnership is attempting to collect this final note receivable that is secured by land.Recognition

~~Critical~~Recognition ~~Accounting~~of revenue ~~Policies~~has been dependent upon the quality and ~~Estimates~~ability 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. The Partnership only has one remaining note receivable that is not fully reserved for. This note is secured by land. The Partnership does not recognize interest income on this note receivable since it does not receive interest payments and the land, which secures this note receivable, does not produce income.

~~General~~Real Estate Assets

~~The financial~~Real ~~statements~~estate ~~including in this Form 10-Q have been prepared in~~assets ~~accordance~~were ~~with~~recorded ~~accounting~~at ~~principles~~historical ~~generally~~costs ~~accepted~~and inadjusted ~~the~~for ~~United~~recognition ~~States~~ of ~~America (GAAP)~~impairment losses. ~~Preparation~~Buildings ofare ~~our financial~~depreciated ~~statements in accordance with GAAP requires management to make~~using ~~estimates~~the ~~and~~straight-line ~~judgments~~method ~~that~~over ~~affect~~ the ~~reported~~tax ~~amounts~~life of ~~assets, liabilities,~~31.5 ~~revenues and expenses and the related notes~~years. The ~~Partnership~~tax ~~believes~~life ~~that~~does ~~the~~not ~~following accounting~~differ ~~policies~~materially ~~are critical because they affect the more significant~~from ~~judgments and estimates used in~~ the ~~preparation~~economic ofuseful ~~our financial statements~~life. ~~Actual~~Expenditures for ~~results~~maintenance ~~may~~and ~~differ from~~repairs ~~these~~were ~~estimates~~charged ~~under~~to ~~different~~expense ~~assumptions~~as ~~or conditions~~incurred. ~~For~~Significant arenovations ~~detailed~~were ~~discussion~~capitalized. The oncost ~~the application of these~~ and ~~other~~related ~~accounting~~accumulated depreciation ~~policies,~~of ~~see~~real ~~Note~~estate 1were inremoved from the ~~Notes~~accounts ~~to the~~upon ~~Financial~~disposition. Gains ~~Statements~~and inlosses ~~the~~arising from ~~Form~~dispositions ~~10-K~~were ~~for~~reported ~~2002~~as ~~and~~income ~~this~~or ~~Form 10-Q~~expense.

~~Revenue~~The ~~Recognition~~Partnership reviews long-lived assets for impairment when events or changes in business conditions indicate that their full carrying value may not be recovered. The Partnership considers 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.

~~Recognition~~Asset of revenue has been dependent upon the quality and ability 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 theDisposal

11In 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. The Partnership adopted this statement but no longer has any operating assets. Since there are no remaining operating properties, operations from discontinued operations have not been separately identified.

Partnership no longer has continuing involvement in the asset. The Partnership only has one remaining note receivable that is secured by land. The Partnership does not recognize interest income on this note receivable since it does not receive interest payments and the land, which secures this note receivable, does not produce income.11

~~Real~~Results ~~Estate~~of ~~Assets~~Operations

~~Real estate~~The ~~assets~~following ~~were~~discussion ~~recorded~~should atbe ~~historical~~read ~~costs and adjusted for recognition of~~in ~~impairment~~conjunction ~~losses. Buildings~~with ~~are depreciated using~~ the ~~straight-line~~financial ~~method~~statements ~~over the tax life of 31.5 years. The tax life does not differ materially from the economic useful life. Expenditures for maintenance~~ and ~~repairs were charged to expense as incurred. Significant renovations were capitalized. The cost and related accumulated depreciation of real estate were removed from~~ the ~~accounts~~notes ~~upon disposition~~thereto. ~~Gains and losses arising from dispositions were reported as income or expense.~~

~~The Partnership~~Comparison ~~reviews~~of ~~long-lived~~the ~~assets~~three ~~for impairment when events or changes in~~months ~~business~~ended ~~conditions~~March ~~indicate~~31, ~~that~~2004 ~~their full carrying value may not be recovered. We consider assets~~ to ~~be impaired~~the ~~and~~three ~~write~~months ~~them~~ended ~~down~~March to31, ~~fair value if their expected associated future undiscounted cash flows are less than their carrying amounts.~~2003

~~Asset~~Rental ~~Disposal~~revenue was $0 in the three months ended March 31, 2004 compared to $54,139 in the three months ended March 31, 2003. There was no rental revenue in 2004 since the Partnership’s remaining operating properties were sold in 2003. Interest income was $2,011 in the three months ended March 31, 2004 compared to $17,722 in the three months ended March 31, 2003. This difference is primarily related to a note that was outstanding in the amount of $685,217at March 31, 2003 and was paying interest at 8.5%. This note was repaid in September 2003.

In ~~August 2001,~~ the ~~FASB~~three ~~issued~~months ~~SFAS~~ended ~~No.~~March ~~144~~31, ~~Accounting~~2004 ~~for~~accounting ~~the~~and ~~Impairment~~legal orexpenses were ~~Disposal~~$32,046 ~~of Long-Lived~~compared ~~Assets. SFAS~~to ~~No.~~$23,458 ~~144~~in ~~addresses financial~~the ~~accounting~~three ~~for~~months ~~the~~ended ~~impairment~~March or31, ~~disposal~~2003. This ofincrease ~~long-lived~~was ~~assets~~primarily ~~and~~due isto expenses ~~effective~~related into ~~fiscal~~the ~~years~~preparation ~~beginning~~of ~~after~~the ~~December 15,~~2003 ~~2001~~partner tax filings in 2004. ~~The~~Depreciation ~~Partnership~~expense ~~adopted~~was ~~this~~$8,773 ~~statement~~in ~~but~~2003 ~~had~~compared noto ~~longer has~~$0 ~~any~~in ~~operating~~2004 ~~assets. Since~~since ~~there are~~the Partnership no ~~remaining~~longer ~~operating~~owned ~~properties,~~any ~~operations~~depreciable real ~~from~~estate ~~discontinued~~in ~~operations~~2004. The other expenses ~~have~~did not ~~been~~significantly ~~separately~~vary ~~identified~~between the two periods.

~~Liquidity~~In ~~and~~the ~~Capital~~three ~~Resources~~months ended March 31, 2003, there was gains on sales of real estate of $30,505. There were no real estate sales in 2004.

~~The Partnership~~Liquidity ~~has $961,446 in cash at September 30, 2003~~ and noCapital debt. The Partnership has no remaining operating assets which generate income but will have on-going general and administrative expenses until the Partnership is dissolved. The Partnership intends to make a distribution of the cash available while maintaining some reserves for the on-going expenses. The Partnership has one remaining note receivable that does not require payments until the asset securing the note, which is land located in Las Vegas, NV is sold. Once the Partnership collects on this note receivable, it intends to distribute the remaining available cash and dissolve the Partnership.Resources

The ~~balance~~Partnership has $64,705 ofin ~~the~~cash at March 31, 2004. The Partnership’s ~~remaining~~has ~~note~~no ~~receivable~~remaining atoperating ~~September 30,~~assets ~~2003~~which ~~was~~generate income ~~$165,750.~~but ~~Although~~will ~~the~~have ~~note~~on-going ~~bears~~general ~~interest~~and atadministrative ~~10%,~~expenses until the Partnership is dissolved. The Partnership has ~~not recognized~~one ~~any~~remaining ~~interest~~note ~~income~~receivable ~~from~~(not ~~the~~fully reserved for). This note ~~since~~does nonot ~~interest~~require ~~payments~~cash ~~have~~payments ~~been~~until ~~made and~~ the ~~underlying~~ asset ~~does~~securing ~~not~~the ~~produce~~note, ~~any~~which ~~income. It~~ is ~~the~~land ~~intent~~located ofin ~~the~~Las ~~Partnership~~Vegas, isNV tois ~~cause~~sold. Once the ~~property~~Partnership tocollects beon this ~~marketed~~note ~~for~~receivable, ~~sale~~it inintends ~~order~~ to ~~receive~~distribute ~~payment~~the ~~per~~remaining ~~the terms~~available ofcash and dissolve the ~~note~~Partnership.

~~Prior to~~The ~~2002,~~balance of the Partnership’s ~~has~~remaining ~~paid~~note receivable ~~quarterly~~at ~~distributions~~March to31, ~~the~~2004 ~~limited partners~~was of$165,750. Although the ~~actual~~note ~~cash~~bears ~~earned~~interest byat 10%, the Partnership inhas ~~the~~not ~~preceding quarter. In~~recognized ~~2002,~~any interest income from the ~~Partnership~~note since ~~adopted~~no ainterest ~~policy~~payments ofhave ~~paying~~been ~~distributions~~made ~~when~~and itthe ~~receives~~underlying ~~cash~~asset ~~from~~does anot produce ~~significant~~any ~~capital event~~income. ~~Once~~ It is the ~~remaining~~intent ~~note~~of the ~~receivable~~Partnership isto ~~collected,~~cause the ~~Partnership~~property ~~will~~to ~~make~~be amarketed ~~final~~for ~~distribution~~sale in order to receive payment per the terms of the note.

~~Inflation~~Prior isto ~~not~~2002, ~~expected~~the Partnership has paid quarterly distributions to ~~negatively~~the limited partners of the ~~impact~~actual cash earned by the ~~operations~~Partnership in the preceding quarter. In 2002, the Partnership adopted a policy of paying distributions when it receives cash from a significant capital event. Once the remaining note receivable is collected, the Partnership aswill ~~there~~make ~~are~~a ~~minimal~~final distribution.

12Inflation is not expected to negatively impact the operations of the Partnership as there are minimal operational expenses.

~~operational~~ITEM ~~expenses~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Results~~The Partnership’s balance sheet contains financial instruments in the form of ~~Operations~~interest-earning notes receivable. The notes contain fixed interest rates and are thus not subject to changes in market

~~The following discussion should be read in conjunction with the financial statements and the notes thereto.~~12

~~Comparison~~interest rates. The ofPartnership estimates that the ~~three~~fair ~~months~~value ~~ended~~of ~~September 30,~~the ~~2003 to~~notes ~~the~~approximates ~~three~~market ~~months~~value ~~ended~~at ~~September 30~~December 31, ~~2002~~2003.

~~Rental income~~ITEM ~~decreased $68,749 or 97% from the previous year~~4. ~~The~~CONTROLS ~~net~~AND ~~decrease was due to the property sales in 2003 and 2002. The Partnership sold its last operating property in the three months ended September 30, 2003 and no longer receives any rents.~~PROCEDURES

~~Overall~~We ~~operating~~maintain ~~expenses~~disclosure ~~decreased~~controls byand ~~$59,016~~procedures that are designed to ensure that information required to be disclosed in ~~the~~our ~~three~~Exchange ~~months~~Act ~~ended~~reports ~~September 30~~is recorded, ~~2003~~processed, ~~from~~summarized and reported within the ~~three~~time ~~months~~periods ~~ended~~specified ~~September 30,~~in ~~2002. Of~~the rules ~~this~~and ~~amount,~~forms ~~$50~~of the Securities and Exchange Commission,~~000~~ ~~related~~and tothat ~~bad~~such ~~debts~~information ~~from~~is aaccumulated ~~note~~and ~~receivable~~communicated ~~from~~to ~~Steakhouse~~our ~~Partners~~management, ~~Inc. The~~including ~~obligor~~our General ~~had~~Partner ~~stopped~~and ~~making~~Chief ~~interest payments~~Accounting onOfficer, ~~this~~as ~~note~~appropriate, ~~and~~to ~~filed~~allow ~~bankruptcy~~timely decisions regarding required disclosure. ~~Depreciation~~In ~~expense~~designing and ~~decreased~~evaluating $9the disclosure controls and procedures,~~294~~ management orrecognized ~~73%~~that any controls and procedures, ~~which~~no ~~was~~matter ~~attributable~~how towell ~~the~~designed ~~property~~and ~~sales~~operated, incan ~~2003~~provide ~~and~~only ~~2002.~~ reasonable assurance of achieving the ~~Other~~desired ~~expenses~~control objectives, and ~~other~~management ~~income~~necessarily ~~did~~was ~~not~~required ~~vary~~to ~~significantly~~apply its ~~between~~judgment in evaluating the cost-benefit relationship of possible ~~two~~controls ~~accounting~~and ~~periods~~procedures.

InWithin 90 days prior to the ~~three~~ ~~months~~date ~~ended~~of ~~September 30~~this quarterly report, ~~2003~~we carried out an evaluation, under the ~~Partnership~~supervision ~~recognized~~and awith ~~gain~~ the participation of ~~$199~~our management,~~117~~ including ~~from~~our ~~the~~General ~~sale~~Partner and Principal Accounting Officer, of athe effectiveness ~~property~~of ~~leased~~the todesign ~~Mountain~~and ~~Jack~~operation of the company’s ~~Restaurant,~~disclosure controls ~~which~~and ~~was~~procedures. Based ~~located~~on inthe ~~Lafayette~~foregoing, our ~~Indiana.~~General ~~There~~Partner ~~were~~and noPrincipal ~~sales~~Accounting inOfficer ~~the~~concluded ~~three~~that the ~~months~~company’s ~~ended~~disclosure ~~September 30,~~controls ~~2002~~and procedures were effective.

~~Comparison~~There have ofbeen ~~the~~no ~~nine~~significant ~~months~~changes ~~ended~~in ~~September 30,~~our ~~2003~~internal controls or in other factors tothat could significantly affect the ~~nine~~internal ~~months~~controls ~~ended~~subsequent ~~September 30,~~to ~~2002~~the date we completed our evaluation.

~~Base rent~~PART ~~decreased $139,325 or 67% from the previous year~~II. ~~The net decrease was due to the property~~OTHER ~~sales in 2003 and 2002.~~INFORMATION

InItems ~~March 2003, the~~1 ~~company~~through ~~recognized~~5 ahave ~~gain~~been ofomitted ~~$30,505 relating~~since tono ~~the~~events occurred ~~sale~~with ofrespect ~~a building leased~~ to ~~Autoworks,~~these ~~in Bellevue, Nebraska~~items. ~~There were no sales in the Nine months ended September 30,2002.~~

~~Operating expenses~~Item ~~decreased by $67,860 or 51%~~6. ~~Depreciation~~Exhibits ~~expense decreased $19,148 or 52%~~ and ~~management~~Reports ~~fee expenses~~on ~~decreased~~Form $1,346 or 64% to the nine months ended September 30, 2003 from the nine months ended September 30, 2002. These decreases are attributable to the property sales in 2002. Other expenses and other income did not vary significantly between the two accounting periods.8-K

In the nine months ended September 30, 2003, the property recognized a gain of $229,622 on the sale of two properties. There were no sales in the nine months ended September 30, 2003.

(a)	Exhibits:

	Exhibit 31.1 and 31.2.	302 Officers’ Certifications

	Exhibit 32.1 and 32.2.	906 Officers’ Certifications

(b)	Reports on Form 8-K:

	The Partnership filed no reports on Form 8-K during the quarter ended March 31, 2004.

Management does not expect inflation to significantly impact the operations of the Partnership since it only has one remaining note receivable. To the extent the collection of this final note receivable takes several years, on-going general and administrative expenses may increase due to inflation.13

~~Certain Cautionary Statements~~SIGNATURES

~~Certain statements~~Pursuant into ~~this~~the ~~Quarterly~~requirements ~~Report~~of onthe ~~Form~~Securities Exchange ~~10-Q,~~Act ~~including~~of 1934, ~~but~~the ~~not~~Registrant ~~limited~~ has duly caused this report to, ~~“Item~~be 2signed on –its behalf by the undersigned thereunto duly authorized.

Dated: April 20, 2004	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

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, 2002.14

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Partnership’s balance sheet contains financial instruments a note receivable. The note contains a fixed interest rate and are thus not subject to changes in market interest rates. The Partnership estimates that the fair value of this note approximates market value at September 30, 2003.

Item 4. Controls and Procedures

We maintain 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 designing and evaluating the disclosure controls and 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.

Within 90 days prior to the date of this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our General Partner and Principal Accounting Officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures. Based on the foregoing, our General Partner and Principal Accounting Officer concluded that the Partnership’s disclosure controls and procedures were effective.

There have 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.

PART II. OTHER INFORMATION

Items 1 through 5 have been omitted since no events occurred with respect to these items.

Item 6. Exhibits and Reports on Form 8-K
	(a)	Exhibits:
		Exhibit 31.1 and 31.2. 302 Officers' Certifications
		Exhibit 32.1 and 32.2. 906 Officers' Certifications
	(b)	Reports on Form 8-K
	The Partnership filed no reports on Form 8-K during the quarter ended September 30, 2003.

SIGNATURES

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

Dated: October 27, 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

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