SB Partners 10Q/A 2008 Q1 Quarterly report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A. – AMENDED QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT 1

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2008

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________________ to __________________

Commission File Number:

0-8952

SB PARTNERS
(Exact name of registrant as specified in its charter)

New York		13-6294787
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


1 New Haven Avenue, Suite 207, Box 11, Milford, CT.		06460
(Address of principal executive offices)		(Zip Code)

(203) 283-9593

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

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. [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

[ ] large accelerated filer [ ] accelerated filer [x] non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). [ ] Yes [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No

Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Not Applicable

EXPLANATORY NOTE

This form 10-Q/A is being filed by SB Partners (the “Registrant”) to amend its quarterly report on Form 10-Q for the period ended March 31, 2008 (the “Amended March 31, 2008 Form 10-Q”), filed with the Securities and Exchange Commission on May 7, 2008 (the “March 31, 2008 Form 10-Q”). This Amended March 31, 2008 Form 10-Q is being filed to revise the following:

Registrant has a thirty percent interest in Sentinel Omaha, LLC, an affiliate of the Registrant’s general partner (“Omaha”). In March 2009, Registrant was informed by the manager of Omaha that Omaha’s 2008 financial statements included a cumulative effect of a change in accounting principle that, as a result of Registrant’s early adoption of Financial Accounting Standards No. 159 in 2007, required Registrant to amend our 2007 financial statements. The change affected the estimated fair value of the mortgage notes, bonds and credit facilities payable reported on the consolidated statement of assets, liabilities and members’ equity for Omaha and the net unrealized depreciation on fair value of mortgage notes and bonds reported on the consolidated statement of operations for Omaha. The net affect of this change to the financial statements of Registrant for 2007 is as follows:

1)	On the Consolidated Balance Sheets a decrease in the Investment in Sentinel Omaha, LLC and of Total Partners Capital of $732,399.

2)	On the Consolidated Statement of Operations an increase in Equity in Net Loss of Investments of $732,399.

The net affect of this change to the financial statements of Registrant for the period ended March 31, 2008 is as follows:

1)	On the Consolidated Balance Sheets a decrease in the Investment in Sentinel Omaha, LLC and of Total Partners Capital of $732,399.

The described change to the Omaha financial statements had no affect on Registrant’s Consolidated Statements of Operations for 2008 as the affect was reported on Registrant’s Consolidated Statements of Operations for 2007. Refer to the Annual Report on Form 10–K, as amended for the year ended December 31, 2007.

SB PARTNERS

INDEX

Part I	Financial Information

	Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007 (audited) (As Restated)	1

	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2008 and 2007	2

	Consolidated Statements of Changes in Partners' Capital (unaudited) for the three months ended March 31, 2008 (As Restated)
		3
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2008 and 2007	4

	Notes to Consolidated Financial Statements (unaudited) (As Restated)	5 – 6

	Management's Discussion and Analysis of Financial Condition and Results of Operations	7 – 10

	Quantitative and Qualitative Disclosures about Market Risk	9

	Controls and Procedures	9


Part II	Other Information	9

	Signatures	10

	Exhibit 31	11 – 12

	Exhibit 32	13

ITEM 1. FINANCIAL STATEMENTS

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED BALANCE SHEETS

		(As Restated)
			March 31,			December 31,
			2008			2007
			(Unaudited)			(Audited)
Assets:
Investments -
	Real estate, at cost
	Land			$4,065,000			$4,065,000
	Buildings, furnishings and improvements			37,474,216			37,474,216
	Less - accumulated depreciation			(2,243,917	)		(2,000,624	)
				39,295,299			39,538,592

	Investment in Sentinel Omaha, LLC			34,641,122			36,227,213
				73,936,421			75,765,805

Other Assets -
	Cash and cash equivalents			731,427			1,679,152
	Other			292,942			169,871

		Total assets		$74,960,790			$77,614,828

Liabilities:
	Mortgage notes and unsecured loan payable			$38,906,517			$38,943,176
	Accounts payable and accrued expenses			464,166			238,821
	Tenant security deposits			99,015			99,017

		Total liabilities		39,469,698			39,281,014

Partners' Capital:
	Units of partnership interest without par value;
	Limited partner - 7,753 units			35,504,950			38,347,305
	General partner - 1 unit			(13,858	)		(13,491	)

		Total partners' capital		35,491,092			38,333,814

		Total liabilities and partners' capital		$74,960,790			$77,614,828

See notes to consolidated financial statements

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For The Three Months
	Ended March 31

	2008			2007
Revenues:
Base rental income		$697,893			$699,750
Other rental income		214,296			190,845
Interest		8,154			180,686

Total revenues		920,343			1,071,281

Expenses:
Real estate operating expenses		144,104			168,645
Interest on mortgage notes payable		560,000			249,143
Depreciation and amortization		253,003			244,419
Real estate taxes		161,369			151,654
Management fees		197,005			175,592
Other		8,608			9,166

Total expenses		1,324,089			998,619

Income (loss) from operations		(403,746	)		72,662

Equity in net loss of investment		(1,586,091	)		-

Income (loss) from continuing operations		(1,989,837	)		72,662

Income from discontinued operations		-			52,430

Net income (loss)		(1,989,837	)		125,092

Income (loss) allocated to general partner		(257	)		16

Income (loss) allocated to limited partners		$(1,989,580	)		$125,076

Earnings per unit of limited partnership interest
(basic and diluted)

Continuing operations		$(256.62	)		$9.37

Discontinued operations		$-			$6.76

Net income (loss)		$(256.62	)		$16.13

Weighted Average Number of Units of Limited
Partnership Interest Outstanding		7,753			7,753

See notes to consolidated financial statements.

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

For the three months ended March 31, 2008 (Unaudited)

(As Restated)

Limited Partners:
	Units of Partnership Interest
					Cumulative			Accumulated
	Number		Amount		Cash Distributions			Earnings			Total

Balance, January 1, 2008		7,753		$119,968,973		$(110,868,811	)		$29,247,143			$38,347,305
Cash distributions		-		-		(852,775	)		-			(852,775	)
Net income (loss)		-		-		-			(1,989,580	)		(1,989,580	)
Balance, March 31, 2008		7,753		$119,968,973		$(111,721,586	)		$27,257,563			$35,504,950


General Partner:
	Units of Partnership Interest
					Cumulative			Accumulated
	Number		Amount		Cash Distributions			Earnings			Total

Balance, January 1, 2008		1		$10,000		$(26,254	)		$2,763			$(13,491	)
Cash distributions		-		-		(110	)		-			(110	)
Net income (loss)		-		-		-			(257	)		(257	)
Balance, March 31, 2008		1		$10,000		$(26,364	)		$2,506			$(13,858	)

See notes to consolidated financial statements.

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Three Months Ended
	March 31,
	2008			2007

Cash Flows From Operating Activities:
Net income (loss)		$(1,989,837	)		$125,092
Adjustments to reconcile net income (loss)
to net cash (used in) provided by operating activities:
Depreciation and amortization		253,003			247,425
Equity in net loss of investment		1,586,091			-
Accrued interest on marketable securities		-			(133,912	)
Net (increase ) decrease in operating assets		(132,781	)		35,259
Net increase in operating liabilities		225,343			35,275
Net cash (used in) provided by operating activites		(58,181	)		309,139

Cash Flows From Investing Activities:
(Increase) decrease in cash held in escrow		-			(44,051	)
Proceeds from sale of marketable securities		-			2,957,500
Deposit on future sale of real estate investment		-			500,000
Capital additions to real estate owned		-			(200,755	)
Net cash provided by investing activites		-			3,212,694

Cash Flows From Financing Activities:
Principal payments on mortgage notes payable		(36,659	)		(72,494	)
Distributions paid to partners		(852,885	)		(2,713,725	)
Net cash used in financing activities		(889,544	)		(2,786,219	)


Net increase (decrease) in cash and cash equivalents		(947,725	)		735,614
Cash and cash equivalents at beginning of period		1,679,152			999,342

Cash and cash equivalents at end of period		$731,427			$1,734,956


Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$560,000			$433,663

See notes to consolidated financial statements.

SB PARTNERS

Notes to Consolidated Financial Statements (Unaudited)

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

SB Partners, a New York limited partnership, and its subsidiaries (collectively, the "Partnership"), have been engaged since April 1971 in acquiring, operating, and holding for investment a varying portfolio of real estate interests. SB Partners Real Estate Corporation (the "General Partner") serves as the general partner of the Partnership.

The consolidated financial statements included herein are unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair presentation of the financial position, results of operations and cash flows for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Partnership’s latest annual report on Form 10-K, as amended.

The results of operations for the three month period ended March 31, 2008 are not necessarily indicative of the results to be expected for a full year.

For a discussion of the significant accounting and financial reporting policies of the Partnership, refer to the Annual Report on Form 10–K, as amended for the year ended December 31, 2007.

(2) ADJUSTMENTS TO PRIOR PERIODS In March 2009, Registrant was informed by the manager of Omaha that Omaha’s 2008 financial statements included a cumulative effect of a change in accounting principle that, as a result of Registrant’s early adoption of Financial Accounting Standards No. 159 in 2007, required Registrant to amend our 2007 financial statements. The change affected the estimated fair value of the mortgage notes, bonds and credit facilities payable reported on the consolidated statement of assets, liabilities and members’ equity for Omaha and the net unrealized depreciation on fair value of mortgage notes and bonds reported on the consolidated statement of operations for Omaha. The net affect of this change to the financial statements of Registrant for 2007 is as follows:

1)	On the Consolidated Balance Sheets a decrease in the Investment in Sentinel Omaha, LLC and of Total Partners Capital of $732,399.

2)	On the Consolidated Statement of Operations an increase in Equity in Net Loss of Investments of $732,399.

The net affect of this change to the financial statements of Registrant for the period ended March 31, 2008 is as follows:

1) On the Consolidated Balance Sheets a decrease in the Investment in Sentinel Omaha, LLC and of Total Partners Capital of $732,399.

2) The described change to the Omaha financial statements had no affect on Registrant’s Consolidated Statements of Operations for 2008 as the affect was reported on Registrant’s Consolidated Statements of Operations for 2007.

(3) INVESTMENTS IN REAL ESTATE

As of March 31, 2008, the Partnership owns an industrial flex property in Maple Grove, Minnesota and warehouse distribution centers in Lino Lakes, Minnesota and Naperville, Illinois. The following is the cost basis and accumulated depreciation of the real estate investments owned by the Partnership at March 31, 2008 and December 31, 2007:


	No. of		Year of			Real Estate at Cost
Type	Prop.		Acquisition		Description	3/31/2008			12/31/2007

Industrial flex property		1	2002		60,345 sf		$5,172,506			$5,172,506
Warehouse distribution property		2		2005-06	596,605 sf		36,366,710			36,366,710

Total cost							41,539,216			41,539,216
Less: Accumulated depreciation							(2,243,917	)		(2,000,624	)

Total investments in real estate							$39,295,299			$39,538,592

(4) INVESTMENT IN SENTINEL OMAHA, LLC

In 2007, the Registrant made an investment in the amount of $37,200,000 in Sentinel Omaha, LLC (“Omaha”), the manager of which is an affiliate of the Registrant’s General Partner. The investment represents a 30% ownership interest in Omaha.

The following are the condensed financial statements (000’s omitted) of Omaha as of and for the periods ended March 31, 2008 and December 31, 2007.

	(Unaudited)			(Audited)
Balance Sheet	March 31, 2008			December 31, 2007

Investment in real estate, net		$496,150			$545,304
Other assets		21,912			24,609
Debt		(392,646	)		(435,621	)
Other liabilities		(7,504	)		(11,093	)
Member's Equity		$117,912			$123,199

	(Unaudited)
Statement of Operations	March 31, 2008

Rent and other income		$13,999
Real estate operating expenses		(7,747	)
Other income and expenses		(5,548	)
Unrealized losses		(3,240	)
Loss on sale of real estate properties		(2,751	)

Net loss		$(5,287	)

In March 2009, Registrant was informed by the manager of Omaha that Omaha’s 2008 financial statements included a cumulative effect of a change in accounting principle that, as a result of Registrant’s early adoption of Financial Accounting Standards No. 159 in 2007, required Registrant to amend our 2007 financial statements. See Footnote 2 of the Financial Statements.

(5) MORTGAGE NOTES AND UNSECURED LOAN PAYABLE

Mortgage notes and unsecured loan payable consist of the following non-recourse first liens:


					Annual					Net Carrying Amount
	Interest				Installment			Amount Due		March 31,		December 31,
Property	Rate			Maturity Date	Payments			at Maturity		2008		2007


Lino Lakes		5.800	%	October, 2015		$580,000	(a)		$10,000,000		$10,000,000		$10,000,000
Ambassador Drive		5.880	%	October, 2010		554,178	(b)		6,508,785		6,906,517		6,943,176

Bank Loan:
Unsecured (c )		5.069	%	October, 2008		n/a			22,000,000		22,000,000		22,000,000
											$38,906,517		$38,943,176

(a) Annual installment payments include interest only.

(b) Annual installment payments include principal and interest.

$22,000,000, that matures on October 1, 2008 and provides for interest only monthly payments based upon LIBOR plus1.95%. The outstanding amount of the loan at March 31, 2008 was $22,000,000. The loan provides for a pledge of the proceeds of sale or refinancing of the industrial flex property located in Maple Grove, Minnesota.

(6) DISTRIBUTIONS

On March 1, 2008, the Partnership made a cash distribution of $110 per unit to Unitholders of record as of December 31, 2007, which totaled $852,885 based on 7,754 units outstanding.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

General

The consolidated financial statements for the three months ended March 31, 2008, reflect the operations of one industrial flex property and two warehouse distribution centers as well as a 30% interest investment in Omaha. The consolidated financial statements for the three months ended March 31, 2007 reflect the same composition as 2008, with the inclusion of Le Coeur du Monde Apartments which was sold on April 24, 2007 and the exclusion of the investment in Omaha which was purchased in the second and third quarters of 2007.

Results of Operations

Total revenues from continuing operations for the three months ended March 31, 2008 decreased approximately $151,000 to approximately $920,000 from approximately $1,071,000. Income (loss) from continuing operations decreased $2,062,000 to a loss of approximately $1,990,000 for the three months ended March 31, 2008, as compared to an approximate income of $73,000 for the three months ended March 31, 2007. Income from discontinued operations for the three months ended March 31, 2008, decreased by approximately $52,000 to zero from an approximate income of $52,000 for the same period in 2007 due to the sale of Le Coeur du Monde Apartments. Total expenses from continuing operations for the three months ended March 31, 2008, increased approximately $325,000 to approximately $1,324,000 from $999,000 for the three months ended March 31, 2007.

The changes in revenues, expenses and net income and loss are primarily the result of the changes from 2007 to 2008 in the composition of the portfolio. For additional analysis, please refer to the discussions of the individual properties below.

This report on Form 10-Q includes statements that constitute "forward looking statements" within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. By their nature, all forward looking statements involve risks and uncertainties as further described in the Registrant’s latest annual report on Form 10-K, as amended. Actual results may differ materially from those contemplated by the forward looking statements.

CRITICAL ACCOUNTING POLICIES

The Registrant’s critical accounting policies are described in its Annual Report on Form 10-K, as amended, for the year ended December 31, 2007. There were no significant changes to such policies in 2008. There are no accounting pronouncements or interpretations that have been issued, but not yet adopted, that the Partnership believes will have a material impact on its consolidated financial statements.

Liquidity and Capital Resources

As of March 31, 2008, the Registrant had cash and cash equivalents of approximately $731,000. These balances are approximately $948,000 lower than cash and cash equivalents held on December 31, 2007. Distributions of approximately $853,000 were paid to unit holders of record as of December 31, 2007. Operating activities further reduced cash and cash equivalents by approximately $58,000 during the three months ended March 31, 2008 due to higher interest costs. Other uses of cash during the period included principal payments of approximately $37,000.

Total outstanding debt at March 31, 2008, consisted of approximately $16,907,000 of long-term non-recourse first mortgage notes, secured by real estate owned by the Registrant and $22,000,000 under an unsecured credit facility (see Note 5 to the Consolidated Financial Statements). The Registrant has no other debt except normal trade accounts payable and accrued interest on mortgage notes payable.

Inflation and changing prices during the current period did not significantly affect the markets in which the Registrant conducts its business, or the Registrant's business overall.

In March 2008, the Registrant made a distribution of $110 per unit to Unit holders of record as of December 31, 2007. However, there is no requirement to make such distributions, nor can there be any assurance that future operations will generate cash available for distributions.

The Registrant's properties are expected to generate sufficient cash flow to cover operating, financing, capital improvement costs, and other working capital requirements of the Registrant for the foreseeable future.

Le Coeur du Monde Apartments (St. Louis, Missouri)

On April 24, 2007, the Registrant sold Le Coeur du Monde Apartments for $16,000,000 in an all cash transaction. The net proceeds from the sale were used, in part, to retire the mortgage note of approximately $9,427,000 that had been secured by the property. The sale of Le Coeur du Monde Apartments resulted in a net gain for financial reporting purposes of approximately $2,518,000. (Please refer to the 8-K filed May 8, 2007, in connection with this transaction.) The gain for tax purposes will be computed using the tax basis of the asset sold, and will be different from the gain reported on the consolidated financial statements.

There was no material revenue or expenses for the three months ended March 31, 2008, as a result of the sale on April 24, 2007. Total revenues for the three months ended March 31, 2007 were approximately $476,000. Net income for the three months, which includes deductions for interest expense, was approximately $52,000.

Eagle Lake Business Center IV (Maple Grove, Minnesota)

Total revenues for the three months ended March 31, 2008, decreased approximately $6,000 to approximately $165,000 from approximately $171,000 for the three months ended March 31, 2007. Net income, which includes deductions for depreciation, for the three months ended March 31, 2008 decreased approximately $17,000 to approximately $46,000 from $63,000 for the three months ended March 31, 2007 due primarily to an increase in real estate tax expense.

435 Park Court (Lino Lakes, Minnesota)

Total revenues for the three months ended March 31, 2008, increased approximately $10,000 to $405,000 from $395,000 for the three months ended March 31, 2007 due to an increase in expense recovery from the tenant. Net income, which includes deductions for interest expense and depreciation, increased only slightly to $33,000 as compared to $32,000 for the three months ended March 31, 2007 due to an increase in expense recovery partially offset by an increase in administrative expenses.

175 Ambassador Drive (Naperville, Illinois)

Total revenues for the three months ended March 31, 2008, increased approximately $23,000 to approximately $342,000 from approximately $319,000 for the three months ended March 31, 2007 due to an increase in tenant base rent charged and expense recoveries. Net income, which includes deductions for depreciation, for the three months ended March 31, 2008 increased approximately $21,000 to approximately $79,000 from $58,000 for the three months ended March 31, 2007 due primarily to an increase in base rent and expense recovery partially offset by an increase in insurance and repairs costs.

Investment in Sentinel Omaha, LLC

During the second and third quarters of 2007, the Registrant acquired a 30% interest in Sentinel Omaha, LLC for $37,200,000. On September 18, 2007, Omaha acquired all the outstanding common shares of America First Apartment Investors, Inc. (“AFAI”) in a transaction valued at $532 million, including the assumption of outstanding debt and excluding transaction costs. At the time of the acquisition, AFAI’s portfolio was comprised of 31 apartment communities and one office complex. Total revenues for the three months ended March 31, 2008 were approximately $13,999,000. Income before deductions for depreciation, unrealized losses and realized losses was $704,000. Major expenses included $5,577,940 for interest expense, $1,291,886 for repairs and maintenance, $2,043,008 for payroll and $1,528,845 for real estate taxes. Omaha reported realized losses on sales of three apartment properties of approximately $2,751,000. The properties were located in Southfield, Michigan, Ann Arbor, Michigan and Newport News, Virginia. In addition, Omaha reported unrealized losses of approximately $3,240,000. For the three months ended March 31, 2008, the Registrant’s equity interest in the loss of Omaha was approximately $1,586,000. During the three months ended March 31, 2007, there were no ongoing operations of Omaha.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2008

On September 17, 2007, the Registrant entered into an unsecured credit facility agreement with a bank under which interest incurred is determined based on current market rates that fluctuate with LIBOR. As such, the Registrant has market risk to the extent interest rates fluctuate during the term of the credit facility and funds are advanced by the bank under the agreement. Based on the weighted average outstanding balance under the credit facility for the three months ended March 31, 2008, a 1% change in LIBOR would impact the Registrant’s three month net loss and cash flows by approximately $55,000.

ITEM 4.

CONTROLS AND PROCEDURES

(a)

The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

(b)

There have been no changes in the Registrant’s internal controls during the quarter ended March 31, 2008 that could significantly affect those controls subsequent to the date of evaluation.

PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 31 – Incorporated herein.

Exhibit 32 – Incorporated herein.

SIGNATURES

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

		SB PARTNERS
		(Registrant)

	By:	SB PARTNERS REAL ESTATE CORPORATION
		General Partner

Dated: May 4, 2009	By:	/s/ David Weiner
		David Weiner
		Chief Executive Officer

		Principal Financial & Accounting Officer
Dated: May 4, 2009	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT 0F 2002

I, David Weiner, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q of SB Partners;

(2)

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

(3)

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

(4)

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

disclosed in this quarterly report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

(5)

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation over internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: May 4, 2009	By:	/s/ David Weiner
		David Weiner
		Chief Executive Officer

John H. Zoeller, certify that:

(1)

I have reviewed this quarterly report on Form 10-Q of SB Partners;

(2)

(3)

(4)

(a)

(b)

(c)

(5)

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: May 4, 2009	By:	Principal Financing & Accounting Officer
Dated: May 4, 2009	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SB Partners (the “Partnership”) on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof we hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated: May 4, 2009	By:	/s/ David Weiner
		David Weiner
		Chief Executive Officer

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated: May 4, 2009	By:	Principal Financing & Accounting Officer
Dated: May 4, 2009	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer

SB Partners 10-Q/A2008 Q1 Quarterly report (amended)