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

~~FORM 10-K ANNUAL REPORT UNDER SECTIONS 13 OR 15(d) OF~~WASHINGTON, ~~THE SECURITIES EXCHANGE ACT OF 1934~~ D.C. 20549

For the Fiscal Year Ended: December 31, 2001		Commission File Number: 33-2320
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)
17140 Bernardo Center Drive, Suite 300 San Diego, California 92128 (Address of principal executive offices and zip code)

FORM 10-K

~~Registrant's telephone~~ANNUAL ~~number,~~REPORT ~~including~~UNDER ~~area~~SECTIONS ~~code:~~13 OR 15(~~858~~d) ~~675-9400~~ OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the Fiscal Year Ended:		Commission File Number:
December 31, 2004			33-2320

~~Indicate~~EXCEL 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)PROPERTIES, ~~and (2) has been subject to such filing requirements for the past 90 days~~LTD.

(~~1) Yes /x/ No / /~~Exact name of registrant as specified in its charter)

(1) Yes /x/ No / /

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

17140 Bernardo Center Drive, Suite 310; San Diego, California 92128
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 613-1800

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), (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 12 b-2).

(1) Yes ý No o

(2) Yes ý No o

(3) Yes o No ý

FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K contain forward-looking statements within the meaning of the Private Securities Reform Act of 1995 which provides a “safe harbor” for these types of statements. You can identify these forward-looking statements by forward-looking words such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “should,” “would,” “likely,” “will” and similar expressions in this Annual Report on Form 10-K. These forward-looking statements are subject to a number of risks, uncertainties and assumptions about Excel Properties, Ltd, including, among other things: the effect of economic, credit and market conditions in general and on real estate companies in particular, developments in the real estate industry, the ability to successfully complete real estate transactions, government approvals, actions and initiatives, reliance on tenants, and environmental risks.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Excel Properties, Ltd., a California limited partnership (the "“Partnership"”), was organized to purchase commercial real estate properties for cash and to ~~hold~~ hold these assets for investment. The Partnership has dissolved and completed winding up its affairs and completed distributions to its partners in December 2004. The Partnership filed its cancellation of certificate of limited partnership in February 2005 and anticipates it will file its final federal and California state tax returns by March 2005. The Partnership’s certificate of Limited Partnership will be cancelled and its existence terminated upon the State of California’s issuance of a tax clearance certificate. 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~~ The Company has indemnified New Plan of any general partner liability in exchange for an assignment of their partnership interest. In 2003, Excel Realty Holdings, LLC (formerly Kausay Holdings, LLC) began managing the assets of the Partnership.

~~Properties~~The ~~that have been acquired by the~~ Partnership ~~have~~has been ~~primarily~~ subject to ~~long-term~~certain 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 taxesrisks, ~~property~~uncertainties ~~insurance, repairs~~ and ~~maintenance~~ ~~and~~other ~~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~~factors ~~rent escalation~~including, orbut bynot ~~receipt~~limited ~~of a percentage of the gross sales of the tenant.~~ to:

~~The principal~~Economic ~~investment~~Performance ~~objectives~~and Value of ~~the~~Properties ~~Partnership~~Dependent ~~were~~on ~~originally~~Many toFactors. Real property ~~provide~~investments toare ~~its~~subject ~~limited~~to ~~partners:~~varying ~~(1) preservation,~~degrees ~~protection and eventual return~~ of ~~the~~risk. The ~~investment, (2) distributions~~economic ofperformance ~~cash~~and ~~from~~values ~~operations, some~~ of ~~which~~real estate ~~may~~can be aaffected ~~return~~by ofmany ~~capital~~factors, ~~for~~including ~~tax~~changes ~~purposes~~in ~~rather~~the ~~than taxable income~~national, regional and ~~(3) realization~~local ofeconomic ~~long-term appreciation in value of properties. In recent years~~climates, ~~the~~local ~~Partnership~~conditions ~~has~~such ~~been~~as ~~attempting~~an tooversupply ~~sell all~~ of space ~~its~~or ~~properties.~~reductions ~~The~~in ~~selling~~demand offor ~~the~~real ~~properties~~estate ~~remaining~~in ~~could~~the ~~take~~area, ~~several years as~~ the ~~Partnership attempts~~attractiveness toof ~~maximize~~ the ~~sales~~properties ~~price~~to oftenants, ~~each~~competition ~~property.~~from ~~There~~other ~~can~~available bespace, ~~no assurance that~~ the ability ~~general~~of ~~partners will be successful in selling~~ the ~~remaining~~owner ~~properties~~to orprovide ~~what~~adequate ~~price~~maintenance ~~they~~and ~~can~~insurance ~~obtain. Additionally,~~and ~~the~~increased ~~plans~~operating ~~of the Partnership may change in the future~~costs.

~~ITEM~~Dependence 2on Rental Revenue from Real Property. Since substantially ~~PROPERTIES~~ all of the Partnership’s income is derived from rental revenue from real property, the Partnership’s income and funds for distribution would be adversely affected if a significant number of the Partnership’s tenants were unable to meet their obligations to the Partnership, if the Partnership were unable to lease a significant amount of space in its buildings on economically favorable lease terms, or as the properties are sold. There can be no assurance that any tenant whose lease expires in the future will renew such lease or that the Partnership will be able to re-lease space on economically advantageous terms.

~~The~~Illiquidity of Real Estate Investments. Equity real estate investments are relatively illiquid and therefore tend to limit the ability of the Partnership ~~presently~~to ~~owns~~vary ~~three~~its ~~properties~~portfolio aspromptly ~~follows:~~in response to changes in economic or other conditions.

~~PARAGON~~Risk ~~RESTAURANT~~of ~~GROUP~~Bankruptcy of Tenants or Obligors. The bankruptcy or insolvency of a tenant would have an adverse impact on the property affected and on the income produced by such property. Under bankruptcy law, ~~INC~~ a tenant has the option of assuming (continuing) or rejecting (terminating) any unexpired lease. If the tenant assumes its lease with the Partnership, the tenant must cure all defaults under the lease and provide the Partnership with adequate assurance of its future performance under the lease. If the tenant rejects the lease, the Partnership’s claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim. The amount of the claim would be capped at the amount owed for unpaid pre-petition lease payments unrelated to the rejection, plus the greater of one years’ lease payments or 15% of the remaining lease payments payable under the lease (but not to exceed the amount of three years’ lease payments). In February, 2002, Paragon Steakhouse, the obligor of a note to the Partnership, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.

~~The~~Environmental Risks. Under various federal, state and local laws, ordinances and regulations, the Partnership ~~owns~~may ~~one~~be considered an owner or operator of real property ~~operated~~or asmay ~~Mountain~~have ~~Jack's~~arranged ~~Restaurants~~for the disposal or treatment of hazardous or toxic substances and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on ~~lease~~or toin ~~Paragon~~its ~~Steakhouse~~property ~~Restaurants~~or disposed of by it, ~~Inc.~~ ~~The~~as ~~company~~well isas ~~headquartered~~certain inother ~~San~~potential ~~Diego,~~costs ~~California.~~which ~~Their~~could ~~trade~~relate ~~names~~to ~~include~~hazardous ~~Mountain~~or ~~Jack's~~toxic substances (including governmental fines and ~~Hungry~~injuries ~~Hunter~~to persons and property). Such liability may be imposed whether or not the Partnership knew of, or was responsible for, the presence of such hazardous toxic substances.

~~Mountain Jack's Restaurant—Lafayette, Indiana~~ 2

~~This~~ITEM ~~property was acquired September 29, 1987 is located at 2411 State Road 26 East, Lafayette, Indiana~~2. Lafayette is located between Chicago, Illinois to the north and Indianapolis, Indiana to the south. The property is situated on 1.72 acres, contains 8,274 gross square feet. The annual lease payment is the greater of $107,800 or 5% of the gross sales. The lease expires on September 28, 2005. PROPERTIES

~~Autoworks—Bellevue~~The Partnership sold its last two real properties in 2003. In 2004, ~~Nebraska~~ the Partnership received payment on two promissory notes, which were its last remaining investment assets and made it final distribution to the partners after the last promissory note was paid in December 2004. The Partnership continues to earn interest on some outstanding checks which it intends to offset against any final miscellaneous expenses

~~This~~ITEM ~~property was acquired on July 5, 1988 is located at a shopping center at 915 Fort Crook Road, Bellevue, Nebraska, a suburb of Omaha, Nebraska~~3. ~~The improvements~~LEGAL consist of a free standing concrete block and glass building containing 4,870 square feet. The base minimum annual rent is $87,058 per year with scheduled rental increases occurring every third year of the lease based on increases in the Consumer Price Index not to exceed a 10% increase. The lease expires on July 5, 2008. PROCEEDINGS

2None.

~~Ponderosa~~ITEM ~~Restaurant—Ann~~4. ~~Arbor,~~SUBMISSION ~~Michigan~~ OF MATTERS TO A VOTE OF SECURITY HOLDERS

~~This property was acquired January 20, 1989, contains 5,034 square feet and is situated on approximately one acre located at 3354 East Washtenaw Street,~~Not ~~Ann Arbor, Michigan~~applicable. ~~The lease calls for a minimum rent of $81,047 plus 6.5% of the annual gross sales in excess of the average annual sales for the years 1989 and 1990. The lease expires September 21, 2003.~~

ITEM 35. ~~LEGAL~~MARKET ~~PROCEEDINGS~~ FOR REGISTRANT’S LIMITED PARTNERSHIP UNITS AND RELATED SECURITY HOLDER MATTERS

~~None.~~A) A public market for the Partnership’s units does not exist.

~~ITEM~~B) As 4.of ~~SUBMISSION~~December 31, OF2004, ~~MATTERS~~there TOwere 1,589 Ainvestors ~~VOTE~~holding OF135,199 ~~SECURITY HOLDERS~~ units.

~~Not~~C) The ~~applicable~~Partnership made its first cash flow distribution from operations in May 1987. Since that date, cash distributions have been made at the end of each calendar quarter through December 31, 2001. In 2002, the Partnership decided to make cash distributions on an annual basis or upon a capital event which generates excess cash available for distribution. In December 2004, the Partnership made its final distribution.

~~ITEM 5. MARKET FOR REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED SECURITY HOLDER MATTERS~~ 3

3PART II

ITEM 6. ~~PART~~SELECTED II FINANCIAL DATA

~~ITEM~~The following 6.information ~~SELECTED~~has ~~FINANCIAL~~been ~~DATA~~ selected from the financial statements of the Partnership:

The following information has been selected from the financial statements of the Partnership:

	2004		2003		2002		2001		2000
INCOME STATEMENT DATA

Total rental revenue	$	—	$	68,966	$	286,895	$	493,522	$	532,483
Interest and other income	63,705		50,724		68,673		91,833		102,066

Operating expenses:
Property expenses	—		773		52,825		6,788		(21,612		)
General and administrative	40,694		52,277		48,775		60,282		88,935
Depreciation	—		17,734		48,673		78,209		89,582

Net income before real estate sales	23,011		48,906		205,295		440,076		477,644

Gain on sale of real estate	—		229,622		108,181		727,913		—

Net income	23 011		278,528		313,476		1,167,989		477,644
Per Unit Data:
Net income	0.09		2.01		2.29		8.55		3.49
Distributions	8.28		17.83		5.49		14.74		4.42

BALANCE SHEET DATA

Net real estate	—		—		1,212,012		1,852,504		3,182.259
Cash	92		941,198		1,181,015		917,409		265,054
Accounts receivable, net	—		—		8,983		12,584		11,184
Total assets	92		1,107,355		3,264,141		3,719,495		4,595,140

Total liabilities	—		3		466		19,294		49,926
Partners’ equity	92		1,107,352		3,263,675		3,700,201		4,545,214

		2001		2000			1999		1998		1997
INCOME STATEMENT DATA
Total rental revenue		$	493,522	$	532,483		$	598,103	$	670,691	$	827,221
Interest and other income			91,833		102,066			120,217		119,518		156,668
Operating expenses:
	Property expenses		6,788		(21,612	)		37,234		32,240		70,308
	General and administrative		60,282		88,935			46,763		49,893		94,589
	Depreciation		78,209		89,582			98,669		126,485		143,021
Net income before real estate sales			440,076		477,644			535,654		581,591		675,971
Gain on sale of real estate			727,913		—			389,300		99,986		84,373
Net income		$	1,167,989	$	477,644		$	924,954	$	681,577	$	760,344
Per Unit Data:
	Net income		8.64		3.49			6.77		4.71		5.45
	Distributions		14.89		4.47			16.83		15.05		21.96
BALANCE SHEET DATA
Net real estate			1,852,504		3,182,259			3,271,841		4,452,546		5,777,802
Cash			917,409		265,054			289,446		412,033		444,616
Accounts receivable, net			12,584		11,184			2,222		8,998		19,897
Total assets			3,719,495		4,595,140			4,717,775		6,041,019		7,415,403
Total liabilities			19,294		49,926			46,172		19,369		37,333
Partners' equity			3,700,201		4,545,214			4,671,603		6,021,650		7,378,070

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

~~ITEM~~Critical 7.Accounting ~~MANAGEMENT'S~~Policies ~~DISCUSSION~~and ~~AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS~~ Estimates

~~Results of Operations~~ General

~~Certain~~The financial statements including in this Form 10-K ~~may~~have bebeen ~~deemed~~prepared toin accordance bewith ~~"forward-looking~~accounting ~~statements"~~principles ~~within~~generally accepted in the ~~meaning~~United States of ~~Section 27A~~America (GAAP). Preparation of ~~the~~our ~~Securities~~financial ~~Act~~statements ofin ~~1933,~~accordance aswith ~~amended~~GAAP ~~and~~requires ~~Section 21E~~management ofto ~~the~~make estimates ~~Securities~~ and ~~Exchange~~judgments ~~Act~~that affect the reported amounts of ~~1934~~assets, liabilities, asrevenues ~~amended.~~and ~~Such~~expenses ~~forward-looking~~and ~~statements~~the ~~involve~~related ~~known~~notes. The ~~and~~Partnership ~~unknown~~believes ~~risks,~~that ~~uncertainties~~the ~~and~~following ~~other~~accounting ~~factors~~policies ~~which~~are ~~may~~critical ~~cause~~because they affect the ~~actual~~more ~~results~~significant judgments ofand ~~the~~estimates ~~Partnership~~used toin bethe ~~materially~~preparation ~~different~~of ~~from~~our ~~historical~~financial statements. Actual results ormay differ from these ~~any~~estimates ~~results~~under ~~expressed~~different assumptions or ~~implied~~conditions. For bya ~~such~~detailed ~~forward-looking~~discussion ~~statements.~~on the application of these and other accounting policies, see Note 1 in the Notes to Financial Statements in this Form 10-K.

The following discussion should be read in conjunction with the financial statements and the notes thereto. Historical results and percentage relationships set forth in the Statements of Income contained in the Financial Statements, including trends which might appear, should not be taken as indicative of future operations. 4

~~Comparison~~Revenue ~~of year ended December 31, 2001 to year ended December 31, 2000.~~ Recognition

~~The~~Recognition of ~~net~~revenue ~~income~~had been dependent upon the quality and ability of the ~~Partnership~~tenants ~~increased~~to pay bytheir ~~$690,345~~rent in ~~2001~~a timely manner. Rental revenues included minimum annual rentals, adjusted for the straight-line method for the recognition of fixed future increases. Gain or loss on sale of real estate was recognized when ~~compared~~the tosales ~~2000~~contract was executed, title passed, payment was received, and the Partnership no longer had continuing involvement in the asset. In December 2004, the Partnership’s remaining investment asset, a notes receivable, was repaid. The ~~differences~~Partnership indid not recognize any interest income prior to the payment on the note since it did not receive any prior interest payments and ~~expenses~~the ~~are~~land, ~~explained~~which ~~below.~~secured this note receivable, did not produce any income.

4Real Estate Assets

~~Rental~~Real ~~revenue~~estate ~~decreased~~assets bywere ~~$38,961~~recorded orat 7%historical tocosts ~~$493,522~~and inadjusted ~~2001~~for ~~from~~recognition ~~$532,483~~of impairment ~~in 2000~~losses. Buildings ~~The~~were depreciated ~~decrease~~using inthe ~~rental~~straight-line ~~revenue~~method ~~was~~over ~~primarily~~the ~~attributed~~tax tolife ~~the~~of ~~property~~31.5 ~~sales~~years. The intax ~~2001.~~life ~~During~~did ~~2001,~~not differ materially from the ~~Partnership~~economic ~~sold~~useful ~~five~~life. Expenditures for ~~properties~~maintenance and repairs were charged to expense as incurred. Significant ~~These~~renovations ~~properties~~were ~~accounted~~capitalized. The ~~for~~cost ~~$247,023~~and inrelated ~~rental~~accumulated ~~revenue~~depreciation of inreal ~~2000~~estate aswere ~~compared~~removed tofrom ~~$197,672~~the inaccounts ~~2001~~upon disposition. Gains ~~There~~and losses arising from dispositions were noreported ~~property~~as ~~sales~~income inor ~~2000~~expense.

~~Interest~~The ~~income~~Partnership ~~decreased~~reviewed ~~$10,233~~long-lived orassets ~~10%~~for ~~over~~impairment ~~2000.~~when ~~This~~events ~~decrease~~or ~~was~~changes ~~largely~~in business ~~due~~conditions toindicate ~~cash~~that ~~balances~~their ~~from~~full ~~proceeds~~carrying ~~relating~~value tomay ~~the~~not ~~2000~~be recovered. The ~~property~~Partnership ~~sales~~considered assets ~~before~~to ~~the~~be ~~funds~~impaired ~~were~~and ~~distributed~~wrote them down to ~~the~~ ~~partners,~~fair ~~and~~value ~~the~~if ~~decrease~~their ofexpected associated ~~interest~~future ~~rates~~undiscounted ~~paid~~cash onflows ~~the~~were ~~bank~~less ~~accounts~~than ~~balances.~~their carrying amounts.

~~Operating expenses~~Asset decreased by $11,626 or 7% in 2001 from 2000. Of this, depreciation expense decreased by $11,373 or 13% due to property sales in 2001. Accounting and legal expenses decreased by $26,523 or 39% due to legal matters related to the transfer and ownership of certain partnership units in 2000. Bad debt expense increased by $28,955 as compared to 2000. The increase in bad debt expense relates to a reversal of expense in 2000 for rents collected that were previously written off. In 2001, the Partnership wrote off $1,987 in finance charges that was assessed in 2000. Other expenses and other income did not significantly change between the two accounting periods. Disposal

~~Gains from sales of properties accounted for $727,913 of net income.~~ In ~~April~~ August 2001, the ~~Partnership~~FASB ~~sold~~issued aSFAS ~~building~~No. ~~in West Carrollton~~144, ~~Ohio~~Accounting ~~that was formerly on lease to Kindercare. The net sale price~~ for the ~~building~~Impairment ~~was~~or ~~$283,333~~Disposal ~~and~~of aLong-Lived ~~$148,012~~Assets. SFAS ~~gain was recognized on the sale~~No. In144 ~~June 2001,~~addresses ~~the~~financial ~~Company received~~accounting ~~$20,289~~ for the ~~holdback~~impairment onor ~~the~~disposal ~~1999 sale~~ of ~~Kindercare~~long-lived inassets ~~Grove~~and ~~City,~~is ~~Ohio~~effective ~~which was recognized as income~~ in ~~2001. In September 2001, the Partnership sold two properties. The building in~~fiscal ~~Columbus,~~years ~~Ohio~~beginning ~~was~~after on lease to South Eastern Education. The sale prices was $253,000. The building in Middleberg, Ohio was on lease to Mountain Jack's. The sale price was $900,000. The Partnership recognized a gain of $123,231and $149,014, respectively, on the September sales. In December ~~2001~~15, ~~the Partnership sold two buildings that were on lease to Kindercare~~2001. ~~The sale price on the~~ ~~building in Dayton, Ohio was $283,333.~~ The Partnership ~~recognized~~adopted athis ~~gain~~statement ofbut ~~$151,817~~no onlonger ~~the~~has ~~sale~~any operating assets. Since ~~The~~there ~~sale~~are ~~price~~no ~~on the building in Indianapolis, Indiana was $283,333. The~~remaining ~~Partnership~~operating ~~recognized a gain of $135~~properties,~~550~~ onoperations ~~the~~from ~~sale.~~discontinued ~~There~~operations ~~were~~have nonot ~~property~~been separately ~~sales in 2000~~identified.

~~Comparison~~Results of ~~year ended December 31, 2000 to year ended December 31, 1999.~~ Operations

~~The~~Certain statements ~~net~~in ~~income~~this Form 10-K may be deemed to be “forward-looking statements” within the meaning of Section 27A of the ~~Partnership~~Securities ~~decreased~~Act byof ~~$447~~1933,~~310~~ inas amended ~~2000~~and ~~when~~Section 21E ~~compared~~of tothe ~~1999~~Securities and Exchange Act of 1934, as amended. Such ~~The~~forward-looking ~~differences~~statements involve inknown ~~income~~and unknown risks, uncertainties and ~~expenses~~other ~~are~~factors ~~explained~~which ~~below.~~may cause the actual results of the Partnership to be materially different from historical results or from any results expressed or implied by such forward-looking statements.

~~Rental~~The ~~revenue~~following ~~decreased~~discussion byshould ~~$65,620~~be orread ~~11% to $532,483~~ in ~~2000~~conjunction ~~from~~with ~~$598,103 in 1999. The decrease in rental revenue was primarily attributed to~~ the ~~property~~financial statements ~~sales~~and ~~in 1999. During 1999,~~ the ~~Partnership~~notes ~~sold four properties~~thereto. ~~In February~~ ~~1999, the Partnership sold a vacant building in Kenner, Louisiana that was formerly on lease to Toddle House~~ ~~Restaurant.~~Historical ~~The~~results ~~net sale price for the building was $222,849~~ and apercentage ~~$34,534~~relationships ~~gain~~set ~~was~~forth ~~recognized on the sale. In March 1999, the Partnership sold a building~~ in ~~Plant City, Florida that was on lease to Payless Shoe Store. The net sale price for~~ the ~~building was $645,975 and a $71,313 gain was recognized on the sale. In September 1999, the~~ ~~Partnership~~Statements ~~sold~~of ~~two~~Income ~~buildings~~contained ~~that~~in ~~were on lease to Kindercare. The net sale price for~~ the ~~Kindercare~~Financial ~~located in Gahanna~~Statements, ~~Ohio~~including ~~was $325,019 and the net sale price for the Kindercare located in Grove~~trends ~~City,~~which ~~Ohio~~might ~~was $271~~appear,~~291.~~ ~~The~~should ~~partnership~~not ~~recognized~~be ataken ~~gain~~as indicative of ~~$170,848~~future ~~and $112,605, respectively, on these sales~~operations. ~~These properties accounted for $71,228 in rental revenue in 1999. There were no property sales in 2000.~~

~~Interest income~~Comparison ~~decreased~~of ~~$18,151~~year orended ~~15%~~December 31, 2004 ~~over 1999. This decrease was largely due~~ to ~~cash~~year ~~balances~~ended ~~from~~December 31, ~~proceeds relating to the 1999 property sales before the funds were distributed to the partners~~2003.

~~Operating~~The ~~expenses~~net ~~decreased~~income byof ~~$25,761~~the orPartnership ~~14% in 2000 from 1999. Depreciation expense~~ decreased by $9255,~~087~~517 orin 9%2004 ~~due~~when compared to 2003. The ~~property~~differences ~~sales~~ in ~~1999.~~income ~~Accounting~~ and ~~legal~~ expenses ~~increased~~are byexplained below.

5Rental revenue was $0 in 2004 compared to $68,966 since the remaining Partnership operating properties were sold in 2003.

Interest ~~$42,062~~income ~~due~~increased to ~~legal~~$63,705 ~~matters~~or ~~related~~26% toin ~~the~~2004 ~~transfer~~from ~~and~~$50,724 ~~ownership~~in ~~of certain partnership units~~2003. In ~~Bad~~2004, ~~debt~~interest ~~expense~~income ~~decreased~~of by $5760,~~967~~250 aswas recognized ~~compared~~when tothe ~~1999.~~final ~~The~~note ~~decrease~~receivable inwas ~~bad~~collected ~~debt~~in ~~expense~~December 2004. The ~~relates~~Partnership ~~to reserves~~was ~~for~~not arecognizing ~~tenant~~income ~~which~~on this ~~was~~note ~~delinquent~~since onit ~~their~~was ~~rents,~~secured ~~but~~only ~~paid~~by ~~current~~vacant ~~in May 2000~~land. In ~~Other~~2003, ~~expenses~~the ~~and~~Partnership ~~other~~recognized ~~income~~interest on ~~varied~~higher ~~very~~cash ~~little~~balances ~~between~~and ~~the~~other ~~two~~outstanding ~~accounting~~notes ~~periods~~receivable.

~~Liquidity~~Operating expenses decreased by $40,694 or 43%. Depreciation expense decreased $17,734 to $0 in 2004 since the Partnership no longer owned any operating properties in 2004. Accounting and ~~Capital~~legal ~~Resources~~ expenses $40,005 or 121%. Due to the Partnership’s dissolution, the Partnership paid fees for the 2004 audit and tax

The Partnership has $917,409 in cash at December 31, 2001, with no outstanding debt on any of the properties that it owns. In January 2002, the Partnership distributed accumulated cash to the partners in the amount of $750,000. The Partnership has income of approximately $23,543 per month from rental revenue. Also, management does not expect the Partnership to incur any significant operational expenses as the Partnership properties are subject to triple-net leases. 5

~~The~~return ~~Partnership's~~in ~~primary~~December 2004 ~~source~~and ofrecognized ~~cash~~the isexpense ~~from~~in ~~rental of~~ the ~~three~~same ~~real~~period. These ~~estate~~fees ~~properties~~were ~~currently~~paid ~~owned.~~in ~~The~~the ~~Partnership~~following ~~may~~year ~~also~~in past ~~sell~~years. In ~~properties~~addition, ~~which~~the ~~would~~Partnership paid ~~provide cash~~ for ~~distribution. Management~~ ~~believes~~legal ~~that~~fees ~~rental~~related ~~revenue~~to ~~should cover~~ the ~~recurring~~dissolution. Bad ~~operating~~debt ~~expenses~~expense ofwas ~~the~~$50,000 ~~Partnership~~in ~~and~~2002 ~~allow~~related ~~for~~to ~~cash~~a ~~distributions~~$50,000 tonote receivable bewhere ~~made~~the toobligor ~~the~~stopped ~~limited~~making ~~partners~~payments ~~unless~~and ~~buildings~~declared ~~become vacant~~bankruptcy. In ~~The~~2004, the Partnership ~~has~~recovered ~~the~~$48,644 and ~~policy~~reversed ofthis ~~paying~~reserve. Bad ~~quarterly~~debt expense ~~distributions~~was to$0 ~~the~~in ~~limited~~2003. ~~partners~~Office ofand ~~the~~other ~~actual~~expenses ~~cash~~decreased ~~earned~~to by$5,412 ~~the~~or ~~Partnership~~35% in 2004 ~~the~~from ~~preceding quarter. Therefore~~$8,356 ifin ~~expenses~~2003. This ~~were~~was primarily due to ~~increase~~ orless ~~revenue~~operations ~~were~~in to2004 ~~decrease,~~as the Partnership ~~would~~no ~~decrease~~longer ~~the~~owned ~~quarterly~~any operating ~~distributions~~properties. Management fees were $0 in 2004 compared to ~~the~~$773 ~~limited~~in ~~partners~~2003.

~~The~~In ~~Partnership~~2003, ~~has continued to distribute cash flows to~~ the ~~limited~~partnership ~~partners~~recognized ~~since~~a ~~1989.~~gain 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~~$229,622 ason ~~additional properties are sold or notes receivable are repaid, proceeds will be distributed to~~ the ~~partners~~sale ~~instead~~ of ~~reinvested, and future distributions are expected to decrease~~two properties. In ~~Eventually~~2004, there ~~may~~were no property ~~longer be enough cash flows for distributions~~sales.

~~Inflation is~~Comparison ~~not expected to negatively impact the operations~~ of ~~the~~year ~~Partnership~~ended ~~due to the structure of its investment portfolio. The leases all provide a minimum rental which the lessee is obligated to pay. Additionally~~December 31, ~~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~~2003 ~~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~~year ~~all~~ended ~~property operating expenses~~December 31, ~~the net effect is that the revenue received will not be eroded away as operating expenses increase due to inflation~~2002. ~~Should buildings become vacant, however, the Partnership may be responsible for certain expenses, including property taxes which are now being paid by tenants.~~

~~Certain~~The net ~~Cautionary~~income ~~Statements~~ of the Partnership decreased by $34,948 in 2003 when compared to 2002. The differences in income and expenses are explained below.

~~Certain~~Rental revenue ~~statements~~decreased inby ~~this~~$217,929 ~~Form 10-K~~or ~~are~~76% ~~not~~to ~~historical~~$68,966 ~~fact~~in ~~and~~2003 ~~constitute~~from ~~"forward-looking~~$286,895 ~~statements"~~in 2002. The ~~within~~decrease ~~the~~in ~~meaning~~rental ofrevenue ~~the Private~~was ~~Securities~~primarily ~~Litigation~~attributed ~~Reform~~to ~~Act~~the ofproperty ~~1995.~~sales ~~Such~~in ~~forward-looking~~2003 ~~statements involve known~~ and ~~unknown~~2002. The ~~risks,~~Partnership ~~uncertainties~~sold ~~and~~its ~~other~~last ~~factors~~operating ~~which~~property ~~may~~in ~~cause the actual results of the Partnership to be~~August 2003 ~~materially~~and ~~different~~no ~~from~~longer ~~historical~~receives ~~results or from~~ any ~~results expressed or implied by such forward-looking statements~~rents. ~~Such risk, uncertainties and other factors include, but are not limited to, the following risks:~~

~~Economic~~Interest income ~~Performance~~decreased ~~and~~$17,949 ~~Value~~or of26% ~~Properties~~when ~~Dependent~~compared onto ~~Many Factors~~2002. ~~Real~~ This ~~property~~decrease ~~investments~~was ~~are~~mostly ~~subject~~due to ~~varying~~lower ~~degrees~~interest ofrates ~~risk.~~on ~~The~~cash ~~economic~~balances ~~performance~~ and ~~values~~notes ofreceivable ~~real~~repaid ~~estate can be affected by many factors, including changes~~ in ~~the~~2003 ~~national, regional~~ and local economic climates, local conditions such as an oversupply of space or reductions in demand for real estate in the area, the attractiveness of the properties to tenants, competition from other available space, the ability of the owner to provide adequate maintenance and insurance and increased operating costs2002.

6Operating expenses decreased by $79,489 or 53%. Depreciation expense decreased $30,939 or 64% and management fee expenses decreased $2,052 or 73% in 2003 when compared to 2002. These decreases are attributable to the property sales in 2003 and 2002. Bad debt expense was $50,000 in 2002 compared to $0 in 2003. The bad debt expense in 2002 related to a $50,000 note receivable. The obligor stopped making payments and declared bankruptcy. As such, the partnership reserved against the full note in 2002. Other expenses and other income did not vary significantly between the two accounting periods.

~~Dependence on Rental Revenue from Real Property. Since substantially all of the Partnership's income is derived from rental~~In ~~revenue from real property~~2003, the ~~Partnership's~~partnership ~~income~~recognized ~~and funds for distribution would be adversely affected if~~ a ~~significant~~gain ~~number~~ of ~~the~~$229,622 ~~Partnership's~~on ~~tenants~~the ~~were~~sale ~~unable~~of ~~to meet their obligations~~two toproperties. In ~~the Partnership~~2002, if the ~~Partnership~~partnership recognized ~~were unable to lease~~ a ~~significant~~gain ~~amount~~ of ~~space~~$108,181 ~~in its buildings~~ on ~~economically favorable lease terms, or as~~ the ~~properties~~sale ~~are~~of ~~sold.~~one ~~There can be no assurance that any tenant whose lease expires in the future will renew such lease or that the Partnership will be able to re-lease space on economically advantageous terms~~property.

~~Illiquidity~~Liquidity ~~of Real Estate Investments. Equity real estate investments are relatively illiquid~~ and ~~therefore~~Capital ~~tend to limit the ability of the Partnership to vary its portfolio promptly in response to changes in economic or other conditions.~~ Resources

~~Risk of Bankruptcy of Tenants.~~ The ~~bankruptcy or insolvency of a tenant would have an adverse impact on the property affected~~ ~~and~~Partnership onhas $92 ~~the~~in ~~income~~cash ~~produced~~at ~~by such property. Under bankruptcy law~~December 31, a2004 ~~tenant~~and ~~has~~no ~~the~~other ~~option of assuming (continuing)~~ assets or ~~rejecting (terminating) any unexpired lease~~liabilities. In ~~If the tenant assumes its lease with~~December 2004, the Partnership, ~~the~~made ~~tenant~~its ~~must~~final ~~cure~~distribution ~~all~~to ~~defaults under the lease and provide the Partnership with adequate assurance of~~ its ~~future~~partners ~~performance~~after ~~under~~paying ~~the lease. If the tenant rejects the lease, the~~for ~~Partnership's~~anticipated ~~claim~~expenses ~~for~~related ~~breach~~to ofyear-end ~~the~~audit ~~lease~~and ~~would~~tax ~~(absent~~services ~~collateral securing the claim) be treated~~ as awell ~~general unsecured claim. The amount of the claim would be capped at the amount owed for unpaid~~as ~~pre-petition~~anticipated ~~lease~~costs ~~payments unrelated~~ to ~~the~~dissolve ~~rejection, plus~~ the ~~greater of one years' lease payments or 15% of the remaining lease payments payable under the lease (but not to exceed the amount of three years' lease payments)~~Partnership. ~~At December 31, 2001, the Company had no tenants under bankruptcy.~~

~~Environmental~~ITEM ~~Risks~~7A. ~~Under~~ ~~various~~QUANTITATIVE ~~federal,~~AND ~~state~~QUALITATIVE ~~and~~DISCLOSURES ~~local~~ABOUT ~~laws,~~MARKET ordinances and regulations, the Partnership may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in its property or disposed of by it, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not the Partnership knew of, or was responsible for, the presence of such hazardous toxic substances. RISK

7At December 31, 2004, the Partnership’s only asset is $92 in cash.

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~ 6

~~The~~ITEM ~~Partnership~~8. isFINANCIAL ~~filing~~STATEMENTS asAND ~~part~~SUPPLEMENTARY ~~of this report, its financial statements which contain the following:~~ DATA

		Page
1)	Report of Independent Accountants	F-2
2)	Balance Sheets
	December 31, 2001 and 2000	F-3
3)	Statements of Income
	Years Ended December 31, 2001, 2000 and 1999	F-4
4)	Statements of Changes in Partners' Equity
	Years Ended December 31, 2001, 2000 and 1999	F-5
5)	Statements of Cash Flows
	Years Ended December 31, 2001, 2000 and 1999	F-6
6)	Notes to Financial Statements	F-7
7)	Financial Statement Schedules:
	II — Valuation and Qualifying Accounts
	Years Ended December 31, 2001, 2000 and 1999	F-11
	III — Real Estate and Accumulated Depreciation
	December 31, 2001	F-12

The Partnership is filing as part of this report, its financial statements which contain the following:

81) Report of Independent Accountants 2) Balance Sheets December 31, 2004 and 2003 3) Statements of Income Years Ended December 31, 2004, 2003 and 2002 4) Statements of Changes in Partners’ EquityYears Ended December 31, 2004, 2003 and 2002 5) Statements of Cash Flows Years Ended December 31, 2004, 2003 and 2002 6) Notes to Financial Statements 7) Financial Statement Schedules: II - Valuation and Qualifying Accounts Years Ended December 31, 2004, 2003 and 2002

~~PART III~~ 7

~~ITEM~~PART ~~10. GENERAL PARTNERS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP~~ III

~~The~~ITEM ~~general partners of the Partnership are New Plan Excel Realty Trust, Inc~~10., aGENERAL ~~Maryland~~PARTNERS ~~corporation~~AND ~~("New~~EXECUTIVE ~~Plan"),~~OFFICERS ~~and~~OF ~~Gary~~THE B. Sabin. 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. Neither Gary B. Sabin nor the executive officers of the company receive compensation from the Partnership. The Company has indemnified New Plan of any general partner liability in exchange for an assignment of their partnership interest. The General Partner and the officers and employees of the Company spend such time in the administration of Partnership affairs to the extent deemed necessary. PARTNERSHIP

The ~~names~~general partners of the Partnership are New Plan Excel Realty Trust, ~~ages~~Inc., a Maryland corporation (“New Plan”), and ~~positions~~Gary B. Sabin. In 1999, Excel Legacy Corporation, now known as Price Legacy Corporation (“Price Legacy”), began managing the assets of ~~responsibility~~the Partnership ~~held~~when bycertain officers of New Plan resigned. Price Legacy indemnified New Plan of any general partner liability in exchange for an assignment of their partnership interest. In 2003, Excel Realty Holdings, LLC (“Excel RH”) began managing the ~~executive~~assets of the Partnership. Neither Gary B. Sabin nor the executive officers of Excel RH receive compensation from the ~~Company~~Partnership. The ~~who~~General Partner and the officers and employees of Excel RH spend such time in the ~~Partnership~~administration of Partnership affairs ~~are~~to asthe ~~follows:~~extent deemed necessary.

Name	Age	Position
Gary B. Sabin	47	President and Co-chairman of the Board
Graham R. Bullick, Ph.D	51	President and Chief Operating Officer
Richard B. Muir	46	Vice Chairman and Director
Mark T. Burton	41	Senior Vice President
James Y. Nakagawa	36	Chief Financial Officer
S. Eric Otteson	46	Senior Vice President
John Visconsi	57	Senior Vice President

The names, ages and positions of responsibility held by the executive officers of Excel RH who spend time in the Partnership affairs are as follows:

Family Relationships

Name	Age	Position

Gary B. Sabin	50	Principal and Managing Member
Graham R. Bullick, Ph.D	54	Principal and Member
Richard B. Muir	49	Principal and Member
Mark T. Burton	44	Principal and Member
James Y. Nakagawa	39	Principal, Member and Chief Financial Officerr
S. Eric Ottesen	49	Principal and Member

~~Not~~Family ~~Applicable.~~ Relationships

~~Business Experience~~ Not Applicable.

~~The~~Business ~~following is a brief background of the directors and executive officers of the Company.~~ Experience

~~Gary~~The B.following ~~Sabin has served as Chief Executive Officer, President and Chairman of the Board of Directors since January 1989. He~~ is a ~~graduate~~ ofbrief ~~Brigham~~background ~~Young University and Stanford University's Graduate School~~ of ~~Business where he received a master's degree as a Sloan Fellow. Mr. Sabin has extensive experience in~~ the ~~financial~~ ~~services~~officers ~~industry with emphasis in the areas~~ of ~~commercial~~Excel ~~real estate and marketable securities~~RH.

~~Graham~~Gary RB. ~~Bullick,~~Sabin ~~Ph.d.~~ has ~~served~~been asa ~~President~~principal and ~~Chief~~member ~~Operating Officer~~ of ~~our~~Excel ~~Company~~RH since ~~September~~October ~~2001.~~2003 ~~Mr. Bullick~~and served as ~~Senior~~Chief ~~Vice~~Executive Officer, President BBand ~~Capital~~Chairman ~~Markets~~ of the ~~Company~~Board ~~since~~of Directors ~~November 1999~~of ~~and~~Price ~~in the same position with Excel~~ Legacy ~~since~~from ~~its~~January 1989 ~~formation.~~to ~~Mr.~~October ~~Bullick served~~2003. He asis ~~Senior~~a ~~Vice~~graduate ~~President BB Capital Markets~~ of ~~Excel~~Brigham ~~Realty~~Young ~~Trust~~ University and ~~then~~Stanford ~~New~~University’s ~~Plan~~Graduate ~~Excel~~School ~~from~~of ~~January 1991~~Business towhere ~~April 1999.~~he ~~Previously,~~received ~~Mr. Bullick was associated with Excel~~a ~~Realty~~master’s ~~Trust~~degree as a ~~Director~~Sloan ~~from 1991 to 1992~~Fellow. ~~From 1985 to 1991,~~ Mr. ~~Bullick~~ Sabin ~~served~~has asextensive ~~Vice~~experience ~~President~~in ~~and~~the ~~Chief~~financial ~~Operations~~services ~~Officer~~industry ~~for~~with ~~a real estate investment firm, where his responsibilities~~emphasis ~~included~~in ~~acquisition~~the ~~and~~areas ~~financing~~ of ~~investment~~commercial real estate ~~projects.~~and marketable securities.

~~Richard~~Graham BR. ~~Muir~~Bullick, Ph.d. has been a principal and member of Excel RH since October 2003 and served as President ~~Vice~~and ~~Chairman~~Chief Operating Officer of ~~the~~Price ~~Company~~Legacy ~~since~~from September 2001 to ~~and~~October 2003. ~~Executive~~Mr. Bullick served as Senior Vice President, ~~Secretary~~–– ~~and~~Capital ~~Director~~Markets of ~~New~~Price ~~Plan~~Legacy since November 1999 and~~/or~~ in the ~~Company~~same position with Excel Legacy Corporation since its formation. Mr. Bullick served as Senior Vice President –– Capital Markets of Excel Realty Trust and then New Plan from January ~~1989~~1991 to April 1999. Previously, Mr. ~~Muir~~ ~~has~~Bullick ~~worked~~was ~~extensively~~associated inwith ~~the~~Excel ~~field~~Realty Trust ofas ~~commercial~~a ~~real~~Director ~~estate~~from 1991 to 1992. From 1985 to 1991, ~~developing~~Mr. ~~expertise~~Bullick inserved as Vice President and Chief Operations Officer for a real estate ~~acquisition~~investment firm, ~~property~~where ~~management,~~his ~~leasing~~responsibilities ~~and~~included ~~project~~acquisition and financing. of investment real estate projects.

~~Mark~~Richard TB. ~~Burton~~Muir has been a principal and member of Excel RH since October 2003 and served as Vice ~~President~~Chairman of Price Legacy from September 2001 to October 2003 and Executive Vice President, Secretary and Director of New Plan and /or the ~~Company~~Price Legacy since January 1989. Mr. ~~and~~Muir ashas aworked ~~Senior~~extensively ~~Vice~~in ~~President~~the ~~since~~field ~~January 1996.~~of commercial real estate, developing expertise in real estate acquisition, property management, leasing and project financing. Mr. ~~Burton's~~ ~~duties~~Muir ~~for~~sold ~~the~~his ~~Company~~interest in Excel RH in December 2004.

9Mark T. Burton has been a principal and member of Excel RH since October 2003 and served as Vice President of New Plan and/or Price Legacy since January 1989 and as a Senior Vice President since January 1996.

~~primarily consist of the evaluation and selection of property acquisitions and dispositions. Mr. Burton has served in various capacities with other affiliated companies since 1984.~~ 8

~~James Y~~Mr. Burton’s ~~Nakagawa~~duties ~~has~~for ~~served~~Excel asRH ~~Chief~~primarily ~~Financial~~consist ~~Officer~~ of the ~~Company~~evaluation ~~since~~and ~~October 1998. Prior to March 1998 to~~selection ~~October 1998, Mr. Nakagawa served as Controller~~ of ~~the~~property ~~Company~~acquisitions ~~since~~and ~~its formation~~dispositions. ~~Mr.~~ ~~Nakagawa served as Controller of New Plan from September 1994 to April 1999.~~ ~~Prior to joining New Plan,~~ Mr. ~~Nakagawa~~ asBurton ahas ~~manager~~served atin ~~Coopers &~~various ~~Lybrand~~capacities ~~LLP.~~with Heother isaffiliated companies asince ~~certified public accountant~~1984.

SJames Y. ~~Eric~~Nakagawa ~~Otteson~~ has ~~served~~been asa ~~Senior Vice President~~principal, ~~General~~member ~~Counsel~~ and ~~Assistant~~Chief Financial ~~Secretary~~Officer ~~since~~of ~~the~~Excel ~~Company's~~RH ~~formation. Mr.~~since October ~~Otteson~~2003 and served as ~~Senior~~Chief Financial ~~Vice~~Officer ~~President—Legal Affairs and Secretary~~ of ~~New~~Price ~~Plan~~Legacy ~~Excel~~ from ~~September~~October 1998 to ~~April~~December ~~1999~~2003. From March 1998 to October 1998, Mr. ~~Otteson~~ ~~also~~Nakagawa served as ~~Senior~~Controller of ~~Vice~~the ~~President,~~Price ~~General~~Legacy ~~Counsel~~ and ~~Assistant~~as ~~Secretary~~Controller of ~~Excel~~New ~~Realty~~Plan ~~Trust~~ from September ~~1996~~1994 to ~~September~~April ~~1998~~1999. Prior ~~From~~to ~~1987~~joining toNew ~~1995~~Plan, heMr. Nakagawa was a manager ~~senior~~at ~~partner~~Coopers in& aLybrand ~~San~~LLP. He is ~~Diego~~a ~~law~~certified ~~firm.~~public accountant.

~~John A~~S. ~~Visconsi~~Eric Ottesen has been a principal and member of Excel RH since October 2003 and served as ~~Legacy's~~ Senior Vice President, ~~-Leasing/Asset~~General ~~Management~~Counsel and Assistant Secretary of Price Legacy since ~~May~~October ~~1999~~1998. Mr. ~~Visconsi~~ Ottesen served as Senior Vice President~~—Leasing~~ ~~with~~- Legal ~~Excel~~Affairs ~~Realty Trust~~ and ~~then~~Secretary of New Plan ~~Excel~~ from ~~January~~September ~~1995~~1998 to April 1999. Mr. HeOttesen also served as Senior Vice President, General Counsel and Assistant Secretary of ~~Price~~Excel ~~Enterprises~~Realty Trust from ~~January 1994~~ September 1996 to ~~March~~September ~~1995~~1998. From ~~1981~~1987 to ~~1994~~ 1995, ~~Mr. Visconsi~~he was ~~Director~~a ofsenior ~~Leasing~~partner ~~and~~in ~~Land~~a ~~Development~~San ofDiego ~~Ernest~~law Wfirm. ~~Hahn, Inc.~~

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no executive officers and has not paid nor proposes to pay any compensation or retirement benefits to the directors or executive officers of New Plan, Price Legacy, or ~~the~~Excel ~~Company~~RH. See ITEM 13 for compensation to the general partner.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No person is known by the Partnership to be the beneficial owner of more than 5% of the limited partner units. The following information sets forth the number of units owned directly or indirectly by affiliates.

Title of Class	Beneficial Owner	Number of Units	Percent of Units at 12/31/0104
Units of Limited
Units of Limited Partnership Interest	Gary B. Sabin	None	None
Partnership Interest	Gary B. Sabin	None	None
Units of Limited Partnership Interest	Price Legacy Corporation	853	0.631	%
Units of Limited
Partnership Interest	Price Legacy Corporation	853	0.630	%

The table below reflects compensation paid to the ~~Company~~Excel RH, Price Legacy Corporation, or their affiliates during the years ended December 31, ~~2001~~2004, ~~2000~~ 2003, and ~~1999~~2002:

Description	~~2001~~2004		~~2000~~2003		~~1999~~2002
Management fees	$	~~4,801~~—	$	~~5,356~~773	$	62,~~019~~825
Administrative fees	10,800	~~10,800~~	10,800	~~10,800~~	10,800	~~10,800~~
Accounting	6,480	~~6,480~~	6,480	~~6,480~~	6,480	~~6,480~~

10ITEM 14 CONTROLS AND PROCEDURES

~~ITEM~~The Partnership 14maintains 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 the General Partner and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. In ~~EXHIBITS~~designing and evaluating the disclosure controls and procedures, the ~~FINANCIAL~~Partnership ~~STATEMENT~~recognizes ~~SCHEDULES~~that any controls and procedures, ~~AND~~no ~~REPORTS~~matter ONhow ~~FORM~~well designed ~~8-K~~ and operated, can provide only reasonable assurance of achieving

~~(1)(2) Financial statements under Item 8 in Part II hereof.~~ 9

~~(3) Exhibits:~~the ~~None~~desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

NoWithin ~~reports~~90 ondays prior to the date of this Form 8 10-K, ~~have~~the ~~been~~Partnership ~~filed~~carried ~~during~~out an evaluation of the ~~past~~effectiveness ~~year~~of the design and operation of the its disclosure controls and procedures. Based on the foregoing, it was concluded that the partnership’s disclosure controls and procedures were effective.

11There have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date that the evaluation was completed.

ITEM 15. ~~SIGNATURES~~ EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

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

(A)	Documents filed as part of this report:

	(1) (2)	Financial statements under Item 8 in Part II hereof.

	(3)	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

	No reports on Form 8-K have been filed during the past year.

Date: March 27, 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

12SIGNATURES

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

			Page
Date: February 23, 2005	Excel Properties, Ltd.
1. FINANCIAL STATEMENTS:
	(Registrant)
	Report of Independent Accountants—Squire & Company, PC.		F-2
	By:	/s/ Gary B. Sabin
	Balance Sheets
		Gary B. Sabin
		December 31, 2001 and 2000	F-3
		General Partner
	Statements of Income
	By:	/s/ James Y. Nakagawa
		Years Ended December 31, 2001, 2000 and 1999	F-4
		James Y. Nakagawa
	Statements of Changes in Partners' Equity
		Principal Accounting Officer
		Years Ended December 31, 2001, 2000 and 1999	F-5
	Statements of Cash Flows
		Years Ended December 31, 2001, 2000 and 1999	F-6
	Notes to Financial Statements		F-7
2. FINANCIAL STATEMENT SCHEDULES:
	Schedule II — Valuation and Qualifying Accounts
		Years Ended December 31, 2001, 2000 and 1999	F-11
	Schedule III — Real Estate and Accumulated Depreciation
		December 31, 2001	F-12

~~F-1~~11

INDEX TO ~~REPORT~~FINANCIAL ~~OF INDEPENDENT ACCOUNTANTS~~ STATEMENTS

To the Partners of Excel Properties, Ltd.

1.	FINANCIAL STATEMENTS:

	Report of Independent Accountants - Squire & Company, PC

	Balance Sheets December 31, 2004 and 2003

	Statements of Income Years Ended December 31, 2004, 2003 and 2002

	Statements of Changes in Partners’ Equity Years Ended December 31, 2004, 2003 and 2002

	Statements of Cash Flows Years Ended December 31, 2004, 2003 and 2002

	Notes to Financial Statements

2.	FINANCIAL STATEMENT SCHEDULES:

	Schedule II - Valuation and Qualifying Accounts Years Ended December 31, 2004, 2003 and 2002

We have audited the accompanying balance sheets of Excel Properties, Ltd., as of December 31, 2001 and 2000, and the related statements of income, changes in partners= equity, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Partnership=s management. Our responsibility is to express an opinion on these financial statements based on our audits. F-1

~~We conducted~~REPORT ~~our~~OF ~~audits~~INDEPENDENT in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. ACCOUNTANTS

InTo ~~our opinion,~~ the ~~financial~~Partners ~~statements referred to above present fairly, in all material respects, the financial position~~ of Excel Properties, Ltd., as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

~~Our~~We ~~audits~~have ~~were~~audited ~~made~~the ~~for~~accompanying ~~the~~balance ~~purposes~~sheets of ~~forming~~Excel anProperties, ~~opinion~~Ltd., ~~in the basic financial statements taken~~ as aof ~~whole.~~December 31, 2004 ~~Financial~~and ~~statement~~2003, ~~Schedules II~~ and ~~III~~the ~~are~~related ~~presented~~statements ~~for~~of ~~the~~income, ~~purpose~~changes ofin partners’ ~~additional~~equity, ~~analysis~~ and ~~are~~cash ~~not~~flows afor ~~required~~each ~~part~~ of the ~~basic~~three ~~financial~~years ~~statements.~~in ~~Such~~the ~~information~~period ~~has~~ended ~~been~~December 31, 2004. These ~~subjected~~financial tostatements ~~the~~are ~~auditing procedures applied in~~ the responsibility ~~audit~~ of the ~~basic~~Partnership’s ~~financial statements~~management. ~~and,~~Our inresponsibility ~~our opinion,~~ is ~~fairly~~to ~~stated~~express inan ~~all~~opinion ~~material~~on ~~respects~~these ~~in relation to the basic~~ financial statements ~~taken~~based ason aour ~~whole~~audits.

~~SQUIRE &~~We ~~COMPANY~~conducted PCour audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~January~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Excel Properties, Ltd., as of December 2831, ~~2002~~2004 and 2003, and the results of its operations and its cash flows for each of ~~Orem~~the three years in the period ended December 31, ~~Utah~~2004, in conformity with accounting principles generally accepted in the United States of America.

~~F-2~~Our audits were made for the purposes of forming an opinion on the basic financial statements taken as a whole. Financial statement Schedule II is presented for the purpose of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

SQUIRE ~~EXCEL~~& ~~PROPERTIES~~COMPANY, ~~LTD. BALANCE SHEETS December 31, 2001 and 2000~~ PC

				2001			2000
ASSETS
Real estate:
	Land			$	979,270		$	1,524,764
	Buildings				1,549,025			2,821,843
	Less: accumulated depreciation				(675,791	)		(1,164,348	)
			Net real estate		1,852,504			3,182,259
Cash					917,409			265,054
Accounts receivable, less allowance for bad debts of $0 in 2001 and 2000					12,584			11,184
Notes receivable					930,290			1,121,859
Interest receivable					6,596			12,291
Other assets					112			2,493
	Total assets			$	3,719,495		$	4,595,140
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
	Accounts payable:
		Affiliates		$	18,677		$	6,562
		Other			617			27,850
		Deferred rental income			—			15,514
	Total liabilities				19,294			49,926
Partners' Equity:
	General partner's equity				20,914			28,582
	Limited partners' equity, 235,308 units authorized, 135,199 units issued and outstanding				3,679,287			4,516,632
	Total partners' equity				3,700,201			4,545,214
	Total liabilities and partners' equity			$	3,719,495		$	4,595,140

February 7, 2005

~~The~~Orem, ~~accompanying notes are an integral part of the financial statements~~ Utah

F-32

EXCEL PROPERTIES, LTD. ~~STATEMENTS OF INCOME For the Years Ended December 31, 2001, 2000, and 1999~~

			2001		2000			1999
Revenue:
	Base rent		$	493,522		532,483		$	598,103
	Interest and other income			91,833		102,066			120,217
		Total revenue		585,355		634,549			718,320
Operating Expenses:
	Depreciation			78,209		89,582			98,669
	Accounting and legal			41,235		67,758			25,696
	Administrative			10,800		10,800			10,800
	Office expenses			8,247		10,377			10,267
	Management fees			4,801		5,356			6,019
	Bad debts			1,987		(26,968	)		30,999
	Property taxes			—		—			216
		Total operating expenses		145,279		156,905			182,666
Net income before real estate sales				440,076		477,644			535,654
Gain—sales of real estate				727,913		—			389,300
	Net income		$	1,167,989	$	477,644		$	924,954
Net income allocated to:
	General partner		$	12,462	$	5,672			10,236
	Limited partners			1,155,527		471,972			914,718
		Total	$	1,167,989	$	477,644		$	924,954
Net income per weighted average limited partnership unit			$	8.64	$	3.49		$	6.77

BALANCE SHEETS
December 31, 2004 and 2003

The accompanying notes are an integral part of the financial statements

	2004			2003
ASSETS
Cash	$		92	$		941,198

Notes receivable, net of allowance of $50,000 at December 31, 2003	—			165,750

Other assets	—			407

Total assets	$		—	$		1,107,355

LIABILITIES AND PARTNERS’ EQUITY

Liabilities:
Accounts payable	$	—		$		3
Total liabilities	—			3

Partners’ Equity:
General partner’s equity	1			150
Limited partners’ equity, 235,308 units authorized, 135,199 units issued and outstanding	91			1,107,202
Total partners’ equity	92			1,107,352
Total liabilities and partners’ equity	$		92	$	1,107,355

~~F-4~~The accompanying notes are an integral part of the financial statements

~~EXCEL PROPERTIES, LTD. STATEMENTS OF CHANGES IN PARTNERS' EQUITY For the Years Ended December 31, 2001, 2000, and 1999~~ F-3

	General Partners			Limited Partners			Total
Balance at January 1, 1999		41,464			5,980,186			6,021,650
Net income—1999		10,236			914,718			924,954
Partner distributions—1999		(22,750	)		(2,252,251	)		(2,275,001	)
Balance at December 31, 1999		28,950			4,642,653			4,671,603
Net Income—2000		5,672			471,972			477,644
Partner distributions—2000		(6,040	)		(597,993	)		(604,033	)
Balance at December 31, 2000		28,582			4,516,632			4,545,214
Net Income—2001		12,462			1,155,527			1,167,989
Partner distributions—2001		(20,130	)		(1,992,872	)		(2,013,002	)
Balance at December 31, 2001	$	20,914		$	3,679,287		$	3,700,201

EXCEL PROPERTIES, LTD.

~~The accompanying~~STATEMENTS ~~notes~~OF ~~are~~INCOME For anthe ~~integral~~Years ~~part~~Ended ofDecember 31, ~~the~~2004, ~~financial~~2003, ~~statements~~and 2002

F-5

	2004			2003		2002
Revenue:
Rental Income	$	—		$	68,966	$	286,895
Interest and other income	63,705			50,724		68,673
Total revenue	63,705			119,690		355,568
Operating Expenses:
Depreciation	—			17,734		48,673
Accounting and legal	73,126			33,121		32,792
Administrative	10,800			10,800		10,800
Office and other expenses	5,412			8,356		5,183
Management fees	—			773		2,825
Bad debts	(48,644		)	—		50,000

Total operating expenses	40,694			70,784		150,273

Net income before real estate sales	23,011			48,906		205,295
Gain - sales of real estate	—			229,622		108,181

Net income	$	23,011		$	278,528	$	313,476

Net income allocated to:
General partner	$	11,265		$	7,315	$	3,621
Limited partners	11,746			271,213		309,855
Total	$	23,011		$	278,528	$	313,476
Net income per weighted average limited partnership unit	$	0.09		$	2.01	$	2.29

The ~~EXCEL~~accompanying ~~PROPERTIES,~~notes ~~LTD. STATEMENTS~~are OFan integral ~~CASH~~part of ~~FLOWS For~~ the ~~Years~~financial ~~Ended December 31, 2001, 2000, and 1999~~ statements

				2001			2000			1999
Cash flows from operating activities:
	Net income			$	1,167,989		$	477,644		$	924,954
	Adjustments to reconcile net income to net cash provided by operations:
		Depreciation			78,209			89,582			98,669
		Allowance for doubtful accounts			—			(26,968	)		30,999
		Gain on sale of real estate			(727,913	)		—			(389,300	)
		Changes in operating assets and liabilities:
		(Increase) decrease in assets:
			Accounts receivable		(1,400	)		18,006			(24,223	)
			Interest receivable		5,695			(6,654	)		96
			Other assets		2,381			(2,493	)		2,605
		Increase (decrease) in liabilities:
			Accounts payable		(15,118	)		12,184			19,137
			Property taxes payable		—			(5,174	)		5,174
			Deferred rental income		(15,514	)		(3,256	)		2,492
			Net cash provided by operating activities		494,329			552,871			670,603
Cash flows from investing activities:
	Proceeds from real estate sales				1,929,459			—			1,471,336
	Collection of notes receivable				241,569			26,770			10,475
			Net cash provided by investing activities		2,171,028			26,770			1,481,811
Cash flows from financing activities:
	Cash distributions				(2,013,002	)		(604,033	)		(2,275,001	)
			Net cash used by financing activities		(2,013,002	)		(604,033	)		(2,275,001	)
			Net increase (decrease) in cash		652,355			(24,392	)		(122,587	)
Cash at beginning of year					265,054			289,446			412,033
Cash at end of year				$	917,409		$	265,054		$	289,446

F-4

~~The~~EXCEL ~~accompanying~~PROPERTIES, ~~notes are an integral part of the financial statements~~ LTD.

~~F-6~~STATEMENTS OF CHANGES IN PARTNERS’ EQUITY For the Years Ended December 31, 2004, 2003, and 2002

EXCEL PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS

	General Partners				Limited Partners				Total


Balance at January 1, 2002	$	20,914			$	3,679,287			$	3,700,201
Net Income - 2002	3,621				309,855				313,476
Partner distributions – 2002	(7,500			)	(742,502			)	(750,002		)
Balance at December 31, 2002	17,035				3,246,640				3,263,675
Net income - 2003	7,315				271,213				278,528
Partner distributions - 2003	(24,200			)	(2,410,651			)	(2,434,851		)
Balance at December 31, 2003	150				1,107,202				1,107,352
Net income - 2004	11,265				11,746				23,011
Partner distributions - 2004	(11,414			)	(1,118,857			)	(1,130,271		)
Balance at December 31, 2004	$		1		$		91		$	92

~~1. Summary~~The accompanying notes are an integral part of ~~Significant~~the ~~Accounting~~financial ~~Policies:~~ statements

~~Organization~~ F-5

~~Excel Properties~~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~~LTD.

STATEMENTS ~~Real~~OF ~~Estate~~ CASH FLOWS For the Years Ended December 31, 2004, 2003, and 2002

Land and buildings are recorded at cost. Buildings are depreciated using the straight-line method 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 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 the dispositions are reported as income or expense.

	2004			2003			2002

Cash flows from operating activities:
Net income	$	23,011		$	278,528		$	313,476
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	—			17,734			48,673
Allowance for doubtful accounts	(48,644		)	—			50,000
Gain on sale of real estate	—			(229,622		)	(108,181		)
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable	—			8,983			3,602
Interest receivable	—			4,895			1,701
Other assets	407			12			(308		)
Decrease in liabilities:
Accounts payable	(3		)	(463		)	(18,828		)

Net cash provided by operating activities	(25,229		)	80,067			290,135

Cash flows from investing activities:
Proceeds from real estate sales	—			1,423,900			700,000
Collection of notes receivable	214,394			691,067			23,473

Net cash provided by investing activities	214,394			2,114,967			723,473

Cash flows from financing activities:
Cash distributions	(1,130,271		)	(2,434,851		)	(750,002		)

Net cash used by financing activities	(1,130,271		)	(2,434,851		)	(750,002		)

Net increase (decrease) in cash	(941,106		)	(239,817		)	263,606

Cash at beginning of year	941,198			1,181,015			917,409
Cash at end of year	$	92		$	941,198		$	1,181,015

The ~~Partnership~~ ~~assesses~~accompanying ~~whether~~notes ~~there~~are ~~has been~~ an ~~impairment~~integral ~~in the value of its real estate by considering factors such as expected future operating income, trends, and prospects, as~~part ~~well as the effects~~ of the ~~demand,~~financial 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. statements

~~Cash Deposits~~ F-6

~~At December 31~~EXCEL PROPERTIES, ~~2001, the carrying amount of the Partnership's cash deposits total $917,409. The bank balances are $1,018,542 of which $200,000 which is covered by federal depository insurance.~~ LTD

NOTES ~~Statement~~TO FINANCIAL ~~of Cash Flows—Supplemental Disclosure~~ STATEMENTS

~~There was no interest or taxes paid for the years ended December 31, 2001, 2000, or 1999~~1. Summary ~~The Partnership issued a note receivable as part~~ of ~~a sale of~~Significant ~~real~~Accounting ~~estate during the year ended December 31, 2001. The Partnership had no noncash investing or financing transactions in 2000, or 1999.~~ Policies:

~~Income Taxes~~ Organization

~~The~~Excel ~~Partnership~~Properties, isLtd. ~~not~~(the ~~liable~~“Partnership”) ~~for~~was formed ~~payment~~in the State of ~~any~~California ~~income~~on ~~taxes~~September 19, ~~because~~1985, asfor athe ~~partnership~~purpose of, itbut is not ~~subject~~limited to, ~~income~~acquiring ~~taxes.~~real ~~The~~property ~~tax~~and ~~effects~~syndicating ofsuch ~~its activities accrue directly to the partners~~property.

Real ~~Accounts Receivable~~ Estate

~~All~~Land ~~net~~and ~~accounts~~buildings ~~receivable~~are recorded at cost. Buildings are ~~deemed~~depreciated tousing bethe ~~collectible~~straight-line method ~~within~~over the ~~next~~tax 12life of 31.5 years. ~~months~~ 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 the dispositions are reported as income or expense.

The ~~Financial~~Partnership ~~Statement~~assesses ~~Estimates~~ 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.

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

~~F-7~~At December 31, 2004, the carrying amount of the Partnership’s cash deposits total $92. The bank balance was $349,247 related primarily to outstanding distribution checks of which $100,000 which is covered by federal depository insurance.

Statement ~~Reclassifications~~ of Cash Flows - Supplemental Disclosure

~~Certain~~There ~~reclassifications~~was ~~have~~no ~~been~~interest ~~made~~or totaxes ~~the~~paid ~~financial statements~~ for the years ended December 31, ~~1999~~2004, ~~and~~2003, ~~1998~~or in2002. ~~order~~There towere no ~~conform~~noncash ~~with~~investing ~~the~~or ~~current~~financing ~~period~~transactions ~~presentation.~~in the years ended December 31, 2004, 2003 or 2002.

~~2. Financial~~Income ~~Statement and Tax Return Differences~~ Taxes

The Partnership ~~had~~is ~~the~~not ~~following~~liable ~~differences~~for ~~between~~payment ~~the~~of ~~financial~~any income ~~statements~~taxes ~~and~~because ~~the~~as ~~Partnership~~a ~~tax~~partnership, ~~return~~it is not subject to income taxes. The tax effects of its activities accrue directly to the partners.

			2001			2000			1999
Net income:
	Financial statements		$	1,167,989			477,644		$	924,954
	Tax returns			1,176,228			454,216			956,554
		Difference	$	(8,239	)	$	23,428		$	(31,600	)
Difference is due to:
	Allowance for bad debts		$	—		$	30,999		$	(30,999	)
	Deferred gain—sale of building			(8,239	)		(7,571	)		(601	)
			$	(8,239	)	$	23,428			(31,600	)
Partners' equity:
	Financial statements		$	3,700,201		$	4,545,214		$	4,671,603
	Tax returns			4,924,036			5,760,809			5,910,596
		Difference	$	(1,223,835	)	$	(1,215,595	)	$	(1,238,993	)
Difference is due to:
	Syndication costs		$	(1,496,818	)	$	(1,496,818	)	$	(1,496,818	)
	Allowance for bad debts			—			—			(30,999	)
	Deferred gain on sale of building			272,983			281,223			288,793
	Distributions payable			—			—			31
			$	(1,223,835	)	$	(1,215,595	)	$	(1,238,993	)

Accounts and Notes Receivable

~~3. Fees~~All ~~Paid~~net accounts receivable are deemed to ~~General~~be collectible ~~Partner:~~ 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 and an allowance for bad debts of $50,000 was established. In 2004, $48,644 was collected and this amount was reversed from the allowance account.

~~The Partnership has paid the General Partner or its affiliates the following fees:~~ F-7

	2001		2000		1999
Management fees	$	4,801	$	5,356	$	6,019
Administrative fees		10,800		10,800		10,800
Accounting		6,480		6,480		6,480

Financial Statement Estimates

~~F-8~~The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

42. ~~Notes~~ Financial ~~Receivable:~~ Statement and Tax Return Differences

The ~~Company~~Partnership had the following ~~notes~~differences between ~~receivable~~the atfinancial ~~December 31,~~statements ~~2001~~ and ~~2000:~~the Partnership tax return.

			2001			2000
		2004			2003			2002
Note from the sale of land, interest at 10%. Secured by land sold. Currently due.			$	165,750		$	165,750
Net income:
Note from sale of building, receipts of $1,390 per month at 9% interest. Secured by building sold. Repaid May 2001.				—			119,752
Financial statements		$	23,010		$	278,528		$	313,476
Note from sale of building, receipts of $5,366 per month at 8.5% interest. Secured by building sold. Due November 2003.				714,540			736,107
Tax returns		(1,523,808		)	542,543			372,443
Note from sale of building, receipts of $1,004 per month at 8% interest. Secured by building sold. Repaid in February 2001.				—			100,250
Difference		$	1,546,818		$	(264,015	)	$	(58,967	)
Note from sale of building. Due December 2002. Interest at 10% interest.				50,000			—
Difference is due to:
	Total notes receivable		$	930,290		$	1,121,859
Allowance for bad debts		$	50,000		$	—		$	(50,000	)
Syndication costs		1,496,818			—			—
Deferred gain - sale of building		—			(264,015		)	(8,967		)
		$	1,546,818		$	(264,015	)	$	(58,967	)
Partners’ equity:
Financial statements		$	92		$	1,107,352		$	3,263,675
Tax returns		92			2,654,120			4,546,477
Difference		$	—		$	(1,546,768	)	$	(1,282,802	)
Difference is due to:
Syndication costs		$	—		$	(1,496,818	)	$	(1,496,818	)
Allowance for bad debts		—			(50,000		)	(50,000		)
Deferred gain on sale of building		—			—			264,016
Distributions payable		—			50			—
		$	—		$	(1,546,768	)	$	(1,282,802	)

~~5. Minimum Future Rentals:~~ F-8

~~The Company leases single-tenant buildings to tenants under noncancelable operating leases requiring the greater of fixed or percentage rents~~3. Fees ~~The~~Paid ~~leases are primarily 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~~General ~~next four years for the commercial real estate currently owned and subject to noncancelable operating leases is as follows~~Partner:

Year ending December 31, 2001
2002	$	282,516
2003		221,199
2004		107,800
2005		80,251

The Partnership has paid the General Partner or its affiliates the following fees:

6. Real Estate:

	2004		2003		2002

Management fees	$	—	$	773	$	2,825
Administrative fees	10,800		10,800		10,800
Accounting	6,480		6,480		6,480
Dissolution costs	6,185		—		—

~~During 2001, the Partnership sold five properties~~4. Notes In April 2001, the Partnership sold a building in West Carrollton, Ohio that was formerly on lease to Kindercare. The net sale price for the building was $283,333 and a $148,012 gain was recognized on the sale. In June 2001, the Company received $20,289 for the holdback on the 1999 sale of Kindercare in Grove City, Ohio which was recognized as income in 2001. In September 2001, the Partnership sold a two properties. The building in Columbus, Ohio was on lease to South Eastern Education. The sale prices was $253,000. The Partnership recognized a gain of $123,231 on the sale. The building in Middleberg, Ohio was on lease to Mountain Jack's. The sale price was $900,000. The Partnership recognized a gain of $149,014 on the sale. In December 2001, the Partnership sold two buildings that were on lease to Kindercare. The sale price on the building in Dayton, Ohio was $283,333. The Partnership recognized a gain of $151,817 on the sale. The sale price on the building in Indianapolis, Indiana was $283,333. The Partnership recognized a gain of $135,550 on the sale. There were no property sales during 2000. Receivable:

The ~~following~~ ~~unaudited~~Company ~~Pro~~had ~~Forma Condensed Statements of Income have been presented as if all~~ the ~~property~~following ~~dispositions~~notes ~~that~~receivable ~~occurred~~at ~~in the past three years had occurred on January~~December 131, 2004 ~~1999.~~and ~~This~~ 2003:

F-9

	2004		2003

Note from the sale of land. Secured by land. Repaid December 2004.	$	—	$	165,750

Note from sale of building. Currently due. Interest at 10% interest. Payee has declared bankruptcy. Amount fully reserved for. Received $48,644 in 2004.	—		50,000

Total notes receivable	—		215,750

Allowance for Bad Debts	—		(50,000		)
	$	—	$	165,750

~~information is presented for comparative purposes only and may not be indicative of the actual results had the property dispositions occurred on January 1, 1999~~5. Real Estate:

	For the Year Ended December 31,
	Company Pro forma
	2001			2000			1999
Rental Revenue:	$	301,556		$	276,579		$	266,103
Other revenue:		91,833			102,066			120,217
Operating expenses:		(112,979	)		(113,936	)		(130,963	)
Operating Income:	$	280,410		$	264,709		$	255,357

In August 2003, the Partnership sold a property leased to Mountain Jack’s Restaurant which was located in Lafayette, Indiana. The net sales price for the property was $897,181 and a gain of $199,117 was recognized on the sale. In March 2003, the Partnership sold a property leased to Autoworks, which was located in Bellevue, Nebraska. The net sales price for the building was $543,893 and a gain of $30,505 was recognized on the sale.

~~During 1999 the Partnership sold four properties.~~ In ~~February~~December ~~1999~~2002, the Partnership sold a ~~vacant building in Kenner, Louisiana that was formerly on lease to Toddle House~~ ~~Restaurant. The net sale price for the~~ building ~~was $222,849 and a $34,534 gain was recognized on the sale. In March 1999, the Partnership sold a building~~ in ~~Plant~~Ann ~~City~~Arbor, ~~Florida~~Michigan that was on lease to ~~Payless~~Ponderosa ~~Shoe Store~~Restaurant. The ~~net~~sales ~~sale~~ price ~~for~~of the building was $~~645~~700,~~975~~ 000 and a $71108,~~313~~181 gain was recognized on the sale. In September 1999, the Partnership sold two buildings that were on lease to Kindercare. The net sale price for the Kindercare located in Gahanna, Ohio was $325,019 and the net sale price for the Kindercare located in Grove City, Ohio was $271,291. The partnership recognized a gain of $170,848 and $112,605, respectively, on the sales.

~~F-10~~6. Dissolution of Partnership:

In December 2004, the Partnership made its ~~EXCEL~~final ~~PROPERTIES, LTD. SCHEDULE~~distribution ~~II—VALUATION~~to ~~AND~~its ~~QUALIFYING~~partners ~~ACCOUNTS FOR~~after ~~THE~~paying ~~YEARS~~for ~~ENDED~~anticipated ~~DECEMBER~~expenses related ~~31,~~to ~~2001,~~year-end ~~2000,~~audit ~~AND~~and ~~1999~~ tax services as well as anticipated expenses to dissolve the Partnership. Anticipated expenses recorded and paid in December 2004 totaled $32,985.

				Additions			Deductions
Description		Balance at Beginning of Year		Charged to Expense			Description	Amount		Balance at End of Year
Year ended December 31, 2001:
	Allowance for bad debts	$	0	$	1,987		Written-off bad debts	$	1,987	$	0
Year ended December 31, 2000:
	Allowance for bad debts	$	30,999	$	(26,968	)	Recovery of Previously Written-off bad debts	$	4,031	$	0
Year ended December 31, 1999:
	Allowance for bad debts	$	0	$	30,999		Write-off of Reserves	$	30,999

F-9

~~F-11~~EXCEL PROPERTIES, LTD.

~~EXCEL PROPERTIES, LTD.~~ SCHEDULE II ~~III—REAL~~- ~~ESTATE~~VALUATION AND ~~ACCUMULATED DEPRECIATION~~QUALIFYING ~~DECEMBER~~ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, ~~2001~~ 2004, 2003, AND 2002

												Cost Capitalized Subsequent to Acquisition
		Balance at			Additions								Balance at
															Gross Amount at Which Carried at Close of Period									Life on Which Depreciation in Latest Income Statements is Computed
		Beginning			Charged to			Deductions					End
						Initial Cost
Description		of Year			Expense			Description		Amount			of Year
Description			Encumbrances			Land			Buildings and Improvements			Improvements			Land		Buildings and Improvements		Total (a)(b)		Accumulated Depreciation (c)		Date Acquired
Year ended December 31, 2004:
Paragon Restaurant:
Allowance for bad debts		$	50,000		$	(48,644	)	Recovery of bad debts		$	—		$	—
	Lafayette, Indiana			—			324,029			756,068						324,029		756,068		1,080,097		343,030	1987	31.5 years
Year ended December 31, 2003:
Autoworks:
Allowance for bad debts		$	50,000		$	—		Written-off bad debts		$	—		$	50,000
	Omaha, Nebraska			—			275,432			413,148						275,432		413,148		688,580		176,517	1988	31.5 years
Year ended December 31, 2002:
Ponderosa:
Allowance for bad debts		$	—		$	50,000		Written-off bad debts		$	—		$	50,000
	Ann Arbor, Michigan			—			379,809			379,809						379,809		379,809		759,618		156,244	1989	31.5 years
			$	—		$	979,270		$	1,549,025		$	—		$	979,270	$	1,549,025	$	2,528,295	$	675,791

	2001			2000		1999
Balance at beginning of year	$	4,346,607		$	4,346,607	$	5,652,631
Acquistions		—			—
Cost of property sold		(1,818,312	)		—		(1,306,024	)
Balance at end of year	$	2,528,295		$	4,346,607	$	4,346,607

F-10

	2001			2000		1999
Balance at beginning of year	$	1,164,348		$	1,074,766	$	1,200,084
Expense		78,209			89,582		98,669
Deletions		(566,766	)		—		(223,987	)
Balance at end of year	$	675,791		$	1,164,348	$	1,074,766

F-12

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