UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002

[ ] 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 0-15465

Banyan Strategic Realty Trust
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)

Massachusetts 36-3375345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

55 East Monroe Street, Suite 3850
Chicago, IL 60603
(Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code (312) 424-3999

2625 Butterfield Road, Suite 101N, Oak Brook, IL 60523 (630) 218-7250
(Former address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

None None

Securities registered pursuant to Section 12(g) of the Act:

Shares of Beneficial Interest
(Title of Class)

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. YES [ X ]. NO [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

Shares of beneficial interest outstanding as of December 31, 2002:
15,373,806. The aggregate market value of the Registrant's shares of
beneficial interest held by non-affiliates on such date was $3,096,000.

DOCUMENTS INCORPORATED BY REFERENCE
Exhibit index located on page 39 of sequentially numbered pages.

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . 1

ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . 2

ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . 3

ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS. . . . . . . . . . . . . . . . . 4

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S SHARES AND
RELATED SHAREHOLDER MATTERS. . . . . . . . . . . . . 5

ITEM 6. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . 7

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . 11

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK. . . . . . . . . . . . . . . . . . 13

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . 14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 32

PART III

ITEM 14. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . 32

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . 32

SIGNATURES/CERTIFICATIONS . . . . . . . . . . . . . . . . . . . 33

PART I

ITEM 1. BUSINESS

Certain statements in this annual report that are not historical in
fact constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are
based on our current expectations, estimates and projections. These
statements are not a guaranty of future performance. Without limiting the
foregoing, words such as "believes," "intends," "anticipates," "expects,"
and similar expressions are intended to identify forward-looking statements
which are subject to a number of risks and uncertainties, including, among
other things:

. resolution of existing litigation; and
. potential inadequacy of our cash reserves.

Actual results could differ materially from those projected in these
forward-looking statements. See "Managements's Discussion and Analysis of
Financial Condition and Results of Operations -Risk Factors" for a more
complete discussion.

GENERAL

On January 3, 2003, we completed our termination and dissolution by
transferring all of our assets and liabilities into the newly-formed BSRT
Liquidating Trust (the "Liquidating Trust"). After the close of trading on
January 2, 2003, our shareholders automatically received an uncertificated
interest in the BSRT Liquidating Trust, equal to their prior interest in
Banyan Strategic Realty Trust. The Liquidating Trust interests will not be
listed on any stock exchange and will not be exchangeable or transferable,
except by operation of law. The transfer into the Liquidating Trust
constitutes a distribution, in kind, to our shareholders, the effect of
which must be reported by our shareholders on their individual income tax
returns for the year 2003 (filed in Spring of 2004).

Prior to our termination and dissolution, we were a self-administered
infinite life real estate investment trust ("REIT"), organized as a
Massachusetts business trust. On January 5, 2001, we adopted a Plan of
Termination and Liquidation (the "Plan"). The Plan called for the
liquidation of all of our assets as soon as practical but provided that a
liquidating trust could be established if, in the judgment of our Board of
Trustees, all liabilities could not be discharged or adequately provided
for within a two-year period. During the term of the Plan, we sold our
entire real estate portfolio, realizing more than $220 million in gross
proceeds and made a total of $5.45 per share in liquidating distributions
to our shareholders. However, we remain involved in a lawsuit with our
suspended President, Leonard G. Levine, that has been pending in the
Circuit Court of Cook County since October of 2000 (the "Levine
Litigation"). (See - Item 3. Legal Proceedings section below.)

BUSINESS

The transfer of our net assets to BSRT Liquidating Trust was completed
in an effort to reduce costs and maximize the final distribution to the
shareholders as we resolve the Levine Litigation. The Liquidating Trust
took over the management of the lawsuit effective January 3, 2003 and will
be administered by our First Vice President and General Counsel, Robert G.
Higgins, as the Primary Liquidating Trustee, and Interim President and CEO,
L. G. Schafran, as the Secondary Liquidating Trustee. The Primary
Liquidating Trustee will be responsible for the operation of the
Liquidating Trust including the day-to-day administrative tasks, while the
Secondary Liquidating Trustee will act in an advisory role. We expect that
the liquidating trust will have a three-year term, subject to extension, if

necessary, depending upon the status of the assets of the trust at the end
of the three years. If all of the assets are liquidated prior to the end
of the three-year period, the Liquidating Trust will be terminated and make
a final distribution to its beneficiaries. In October of 2002, we
announced that no further distributions would be made to our shareholders
until the litigation with Mr. Levine was completed.

OTHER INFORMATION

Our business operations are not seasonal.

We had no real property investments located outside of the United
States. We do not segregate revenue or assets by geographic region, since,
in management's view, such a presentation would not be significant to an
understanding of our business or financial results taken as a whole.

As of December 31, 2002, we had seven employees, four of whom serve as
executive officers.

We reviewed and monitored compliance with federal, state and local
provisions which have been enacted or adopted regulating the discharge of
material into the environment, or otherwise relating to the protection of
the environment.

ITEM 2. PROPERTIES

As of December 31, 2002, we did not own any properties.

On May 17, 2001, we sold 24 of our 27 properties to affiliates of
Denholtz Management Corporation ("Denholtz") for a total sales price of
$185.3 million. On March 14, 2002, we acquired the interests of our
partner, M&J Wilkow, Ltd., in the Northlake Tower Shopping Center property
for a gross purchase price of $1.3 million. On April 1, 2002, we sold our
University Square Business Center for a total sales price of $8.5 million.
On May 1, 2002, we sold our 6901 Riverport Drive in Louisville, Kentucky
for a total sales price of approximately $5.7 million to Riverport LLC and
Riverport Group, LLC. On October 15, 2002, we sold our Northlake Tower
Shopping Center in Atlanta, Georgia for a total sales price of
approximately $20.4 million to Northlake Festival, LLC.

ITEM 3. LEGAL PROCEEDINGS

On August 14, 2000, we exercised our rights under the Trust's
employment agreement with Mr. Leonard G. Levine by suspending him and
placing him on leave from his position as president. Simultaneously, we
initiated an arbitration proceeding as required under the employment
agreement. On October 5, 2000, Mr. Levine filed an action in the Circuit
Court of Cook County, Illinois asking the court to terminate the
arbitration proceedings by reason of improper forum. On October 18, 2000,
we filed a lawsuit against Mr. Levine in the Circuit Court of Cook County,
Illinois. Our complaint alleged violations of Mr. Levine's duty of loyalty
owed to the Trust.

On December 6, 2000, we and Mr. Levine, through our respective
attorneys, agreed to dismiss the arbitration action and Mr. Levine's
lawsuit challenging the arbitration and further agreed to resolve all
issues under Mr. Levine's employment contract within the lawsuit we have
filed against Mr. Levine in the Circuit Court of Cook County (the
"Employment Litigation").

On January 19, 2001, Mr. Levine filed an answer, affirmative defenses
and counterclaim in the Employment Litigation. The pleading generally
denies that Mr. Levine breached his fiduciary duties, raises various
defenses and seeks a judgment in favor of Mr. Levine and against us on the
counterclaim for money damages and also seeks a reinstatement to active
employment status. Discovery in this case has commenced and is continuing.

On May 2, 2001, Mr. Levine presented a motion for partial judgment on
the pleadings, which was denied at a hearing on July 19, 2001. We filed a
Third Amended Complaint on September 6, 2001, seeking, among other things,
$300,000 in compensatory damages and $3 million in punitive damages against
Mr. Levine in connection with various alleged breaches of fiduciary duty.
The factual bases underlying the Third Amended Complaint include
allegations that (i) Mr. Levine caused the Trust to pay on his account or
reimburse him for expenses that were not reasonable, ordinary and necessary
business expenses; (ii) during negotiations between the Trust and The Oak
Realty Group, Inc. (an entity solely owned by Mr. Levine) Mr. Levine
attempted to pressure the Trust into accepting Oak's offer to acquire the
Trust by revealing to one of the trustees that Oak had entered into certain
confidentiality and exclusivity agreements which had the effect of
excluding potential purchasers and/or capital providers from purchasing or
providing financing to a potential purchaser of the Trust, except through
Oak; (iii) Mr. Levine's failure to disclose to our Board of Trustees a
prior pattern and practice of obtaining unauthorized expense reimbursements
allows the Board to rescind Mr. Levine's 1999 Employment Contract and
legally estops Mr. Levine from obtaining any benefits under that contract
and (iv) Mr. Levine's prosecution of a shareholder derivative action from
January to April of 2001, which action was resolved by summary judgment in
favor of the Trust, amounts to a separate breach of fiduciary duty by
Mr. Levine. Mr. Levine has answered all counts.

On May 7, 2001, we amended our answer to Mr. Levine's counterclaim in
the Employment Litigation to add several affirmative defenses based upon
Mr. Levine's breaches of his fiduciary duty of loyalty. The maximum
potential liability in connection with Mr. Levine's contract (inclusive of
incentives but exclusive of base salary) is estimated to be approximately
$1.6 million. During the pendency of the litigation, we continue to pay a
base salary to Mr. Levine in accordance with our contractual obligations.
We are seeking recovery of these payments, among other recoveries, in the
litigation.

On December 17, 2001, we filed a motion for partial summary judgment
in the Employment Litigation. This motion sought a ruling by the court
that the Trust had "just cause" to terminate Mr. Levine's employment
contract at the time we placed Mr. Levine on suspension on August 14, 2000.

The motion was heard and denied on April 4, 2002. On the same date, the
court extended the deadline for the completion of written fact discovery
from March 31, 2002 to May 31, 2002.

On March 18, 2002, Mr. Levine filed a motion for judgment on the
pleadings which sought a judgment in favor of Mr. Levine on Counts I, IV
and VI of our Third Amended Complaint. On May 1, 2002, Judge Siebel
granted the motion (without prejudice) in regard to Count I and denied the
motion in regard to Counts IV and VI.

On May 9, 2002, after obtaining leave, we filed a Fourth Amended
Complaint. This compliant amended Count I of the Third Amended Complaint
to allege a breach of contract and added Count VII, which alleges an
additional fiduciary breach by Mr. Levine related to an offer by a third
party in the spring of 2000 to purchase a substantial portion of the
Trust's assets. On June 14, 2002, Mr. Levine answered portions of and
filed a motion to strike and dismiss portions of the Fourth Amended
Complaint. Mr. Levine moved to dismiss Counts III and V, and to strike
portions of Counts I, II, IV, VI, and VII. On August 20, 2002, Judge
Siebel denied the motion.

On December 10, 2002, the Court entered an order confirming that
written fact discovery must be completed by January 31, 2003, but extending
other discovery dates. Oral fact discovery must be concluded by March 31,
2003 and Mr. Levine's opinion witness disclosures must be made by March 1,
2003. The Court also set the case for a status conference on April 14,
2003.

On December 18, 2002, after obtaining leave of Court, Mr. Levine
filed an amended counterclaim. On January 8, 2003, we answered Counts I,
II, and III of Mr. Levine's amended counterclaim, which concern alleged
breaches of Mr. Levine's employment agreements with us. On January 7, 2003,
we moved to dismiss Count IV of Mr. Levine's amended counterclaim. This
count asks the Court to rewrite the 1999 Employment Agreement to include
additional benefits, which Mr. Levine alleges were mistakenly omitted from
the written agreement. Under the schedule set by the Court, Mr. Levine's
opposition to the motion to dismiss is due February 4, 2003 and our reply
in support is due February 18, 2003. The Court has set a hearing on the
motion to dismiss for March 5, 2003 at 11:00 a.m. We believe that we have
meritorious defenses and intend to pursue the case vigorously.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S SHARES AND RELATED SHAREHOLDER MATTERS

Our shares were included for quotation on the NASDAQ National Market
(symbol - BSRTS). On February 15, 2002, we were notified by Nasdaq that
our shares would be subject to delisting if the closing price of our shares
did not exceed the $1.00 minimum bid price for ten consecutive trading days
during the 90-day period ending on May 15, 2002. In May, Nasdaq notified
us of the imminent delisting. We appealed on the basis that the diminished
stock price was not unintended, but rather was in keeping with our Plan of
Termination and Liquidation, adopted in January of 2001. On July 11, 2002,
we were notified by representatives of the Nasdaq Listing Qualifications
Panel that our June 20, 2002 appeal of a determination to delist our shares
of beneficial interest had been denied. Nasdaq offered to transfer our
listing to its Small Cap Market, but we have declined, because of the
$45,000 cost involved in a transfer of the listing. Accordingly, we
consented to a delisting of our shares as of the opening of the market on
July 12, 2002. From July 12, 2002 to January 2, 2003, our shares were
quoted on the Over the Counter Bulletin Board ("OTCBB"). On January 2,
2003, all of our assets and liabilities were transferred to BSRT
Liquidating Trust completing the termination and dissolution of the Trust.
All of our shareholders automatically received an uncertified interest in
BSRT Liquidating Trust equal to their prior interest in the Trust. The
Liquidating Trust interests are not listed on any stock exchange and are
not exchangeable or transferable, except by death or operation of law.

The table below shows the quarterly high and low bid prices reported
by NASDAQ and OTCBB and the amount of cash distributions we paid per share
for the years ended December 31, 2002 and 2001.

2002
----
Quarter Share Per Share Declaration
Ended Price Distributions Date
- ------- ----- ------------- -----------

3/31 High $0.75 $ --
Low $0.61

6/30 High $0.85 $0.30 5/01/02
Low $0.46 0.20 6/18/02

9/30 High $0.54 $ --
Low $0.25

12/31 High $0.39 $ --
Low $0.28

2001
----
Quarter Share Per Share Declaration
Ended Price Distributions Date
- ------- ----- ------------- -----------

3/31 High $5.94 $ --
Low $5.31

6/30 High $5.85 $4.75 5/30/01
Low $1.04

9/30 High $1.19 $0.20 9/13/01
Low $0.91

12/31 High $1.04 $ --
Low $0.59

During 2002 and 2001, we paid distributions to common shareholders
equal to $0.50 and $4.98 per share, respectively. All of the distributions
represented a return of capital to common shareholders. During 2001, we
also paid distributions to preferred shareholders of $2.93 per share.

Our ability to make future distributions to our shareholders is
dependent upon, among other things:

. resolution of existing litigation; and

. our level of operating expenses.

See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Risk Factors" for a more complete discussion.

As of December 31, 2002, there were 2,981 record holders of shares of
beneficial interest.

<table>

ITEM 6. SELECTED FINANCIAL DATA (1)

<caption>
For the years ended December 31,
--------------------------------------------------------------------
2002 (2) 2001 (2) 2000 1999 1998
-------- -------- -------- -------- --------
(amounts in thousands, except per share data)
<s> <c> <c> <c> <c> <c>
Operating Data:
Revenues. . . . . . . . . . . . $ 4,300 $ 20,653 $ 37,796 $ 41,716 $ 39,416

Expenses:
Interest. . . . . . . . . . . . 1,110 4,566 9,180 11,558 9,778
Depreciation and amortization . -- 3,211 7,215 6,942 5,484
Property operating. . . . . . . 1,860 7,126 12,314 13,601 13,449
General and administrative. . . 3,429 4,103 5,971 4,496 4,614
Provision for asset impairment. -- 2,658 -- -- --
Recovery of losses on loans,
notes and interest receivable (80) (970) -- -- --
-------- -------- -------- -------- --------
Total expenses. . . . . . 6,319 20,694 34,680 36,597 33,325
-------- -------- -------- -------- --------
Income (loss) before minority
interest, net gains and
extraordinary item (3). . . . . (2,019) (41) 3,116 5,119 6,091
Minority interest . . . . . . . . (76) (358) (491) (538) (572)
Net gains and extraordinary item. 3,903 25,771 (42) 3,906 (141)
-------- -------- -------- -------- --------
Net income. . . . . . . . . . . . 1,808 25,372 2,583 8,487 5,378

Less Income Available to
Preferred Shares. . . . . . . . -- (181) (585) -- --
-------- -------- -------- -------- --------

Net Income Available to
Common Shares (4) . . . . . . . $ 1,808 $ 25,191 $ 1,998 $ 8,487 $ 5,378
======== ======== ======== ======== ========
Basic Earnings Allocated to
Common Shares per weighted-average
Common Share:
Income before net gains and
extraordinary item . . . . . . $ -- $ -- $ 0.14 $ 0.34 $ 0.41
======== ======== ======== ======== ========
Net income. . . . . . . . . . . $ 0.12 $ 1.68 $ 0.14 $ 0.63 $ 0.40
======== ======== ======== ======== ========

For the years ended December 31,
--------------------------------------------------------------------
2002 (2) 2001 (2) 2000 1999 1998
-------- -------- -------- -------- --------
(amounts in thousands, except per share data)
Diluted Earnings Available to
Common Shares per weighted-average
Common Share:
Income before net gains and
extraordinary item . . . . . . $ -- $ -- $ 0.14 $ 0.34 $ 0.40
======== ======== ======== ======== ========
Net income. . . . . . . . . . . $ 0.12 $ 1.68 $ 0.14 $ 0.63 $ 0.39
======== ======== ======== ======== ========

Balance Sheet Data:

Investment in real estate, net. . $ -- $ 28,423 $184,175 $183,844 $209,409
Total assets. . . . . . . . . . . 7,574 41,393 196,057 206,647 222,590
Loans and bonds payable . . . . . -- 25,455 119,652 132,681 151,648
Net assets in liquidation/
shareholders' equity. . . . . . 6,345 12,359 67,350 65,295 62,434

Number of property interests owned -- 3 27 27 32
Weighted average
number of shares. . . . . . . . 15,497 15,497 14,183 13,469 13,308
Cash distributions per share of
beneficial interest . . . . . . $ 0.50 $ 4.98 $ 0.48 $ 0.48 $ 0.46

<fn>
- ------------

(1) You should read the above selected financial data in conjunction with the consolidated financial statements
and the related notes appearing elsewhere in this annual report.

(2) As a result of the adoption of the Plan, we began reporting on the liquidation basis of accounting effective
for the quarter ended March 31, 2001. Therefore, operations for the year ended December 31, 2002 and 2001 are
reported on the Consolidated Statement of Changes in Net Assets in Liquidation while the operations for the years
ended December 31, 2000, 1999 and 1998 are reported on a going concern basis on the Consolidated Statement of
Operations. The Statement of Changes in Net Assets in Liquidation differs from the Statement of Operations in
that we no longer amortize deferred financing fees and leasing commissions and we no longer record straight line
rental income. We do, however, deduct leasing commissions in the computation of Operating Income. As a result of
these differences, the results for the year ended December 31, 2002 and 2001 are not comparable to the results for
the years ended December 31, 2000, 1999 and 1998.

(3) Net gains include gain on disposition of investment in real estate, loss on disposition of investment in
real estate venture and gain on disposition of partnership interest.

(4) For the years ended December 31, 2002 and 2001 amount represents changes in Net Assets in Liquidation before
distributions to shareholders and shares cancelled.

</table>

<table>
QUARTERLY RESULTS OF OPERATIONS

The following is a summary of the quarterly changes in net assets in liquidation for the year ended
December 31, 2002.

<caption>
2002
For the three months ended:
-----------------------------------------------------------------
March 31 June 30 September 30 December 31
----------- ------------ ------------ ------------
(Amounts in thousands)
<s> <c> <c> <c> <c>

Net Assets in Liquidation at
Beginning of the Quarter $ 12,359 $ 12,137 $ 3,981 $ 3,362

Net Gains on Disposition of Investment
in Real Estate Held for Sale -- 178 -- 3,725

Interest Income on Employees' Notes -- 16 2 --

Interest Income on Cash and Cash Equivalents 118 83 32 33

Operating Loss (310) (719) (653) (701)

Recovery of Losses on Loans, Notes and
Interest Receivable 46 34 -- --

Minority Interest in Consolidated Partnerships (76) -- -- --

Shares Cancelled -- -- -- (74)

Distributions Paid and Payable to Shareholders -- (7,748) -- --
-------- -------- -------- --------

Net Assets in Liquidation at
End of the Quarter $ 12,137 $ 3,981 $ 3,362 $ 6,345
======== ======== ======== ========

The following is a summary of the quarterly results of operations for the year ended December 31, 2001.

2001
For the three months ended:
-----------------------------------------------------------------
March 31 June 30 September 30 December 31
----------- ------------ ------------ ------------
(Amounts in thousands)
<s> <c> <c> <c> <c>

Net Assets in Liquidation at
Beginning of the Quarter $ 64,214 $ 65,365 $ 18,103 $ 14,334

Net Gains on Disposition of Investment
in Real Estate Held for Sale (Net of
Minority Interest of $6,445) -- 25,771 -- --

Interest Income on Employees' Notes 18 107 -- 10

Interest Income on Cash and Cash Equivalents 49 418 157 135

Forfeited Earnest Money -- -- -- 1,000

Operating Income (Loss) 2,509 960 (328) (177)

Provision for Asset Impairment -- -- -- (2,658)

Recovery of Losses on Loans, Notes and
Interest Receivable 870 -- -- 100

Depreciation (1,616) (981) (308) (306)

Minority Interest in Consolidated Partnerships (153) 101 (227) (79)

Issuance of Shares 54 1 36 --

Distributions Paid and Payable to Shareholders (580) (73,639) (3,099) --
-------- -------- -------- --------

Net Assets in Liquidation at
End of the Quarter $ 65,365 $ 18,103 $ 14,334 $ 12,359
======== ======== ======== ========

</table>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

RESULTS OF OPERATIONS

As a result of the adoption of the Plan, we began reporting on the
liquidation basis of accounting effective for the quarter ended March 31,
2001. Therefore, operations for the years ended December 31, 2002 and 2001
are reported on the Consolidated Statement of Changes in Net Assets in
Liquidation while the operations for the year ended December 31, 2000 are
reported on a going concern basis on the Consolidated Statement of
Operations. The Statement of Changes in Net Assets in Liquidation differs
from the Statement of Operations in that we no longer amortize deferred
financing fees and leasing commissions and we no longer record straight
line rental income. We do, however, deduct leasing commissions in the
computation of Operating Income. As a result of these differences, the
results for the years ended December 31, 2002 and 2001 are not comparable
to the results for the year ended December 31, 2000.

Prior to reporting the operating activity for the year ended
December 31, 2001, we adjusted our Shareholders' Equity as of December 31,
2000 as reported on a going concern basis to the liquidation basis of
accounting. As a result, we recorded an adjustment of approximately $5.5
million related to the write off of certain intangible assets, specifically
leasing commissions, deferred financing fees and straight line rents
receivable, that were included in our total assets as of December 31, 2000.

In addition, we recorded a charge of approximately $0.8 million for costs
related to the liquidation and termination of the Trust and reclassed
approximately $3.1 million of employees' notes from shareholders' equity to
assets.

COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEARS ENDED DECEMBER 31, 2001
AND 2000

For the year ended December 31, 2002, our Net Assets in Liquidation
decreased by approximately $6.1 million from approximately $12.4 million at
December 31, 2001 to approximately $6.3 million at December 31, 2002. This
decrease is primarily the result of distributions paid to shareholders of
approximately $7.7 million, operating loss of approximately $2.4 million
and minority interest of approximately $0.1 million decreased by
approximately $0.3 million of interest income on cash and cash equivalents
and approximately $3.9 million of net gains on disposition of investment in
real estate held for sale. The operating loss consists of property
operating income after interest expense of approximately $1.0 million
reduced by approximately $0.9 million of litigation expenses, approximately
$1.7 million of general and administrative costs, and approximately $0.8
million of severance and termination costs.

For the year ended December 31, 2001, our Net Assets in Liquidation
decreased by approximately $51.8 million from approximately $64.2 million
at December 31, 2000 to approximately $12.4 million at December 31, 2001.
This decrease was primarily due to total distributions paid to shareholders
of approximately $77.3 million. Offsetting this decrease were gains on
disposition of investment in real estate (net of minority interest of
approximately $6.4 million) of $25.8 million, operating income in the
amount of approximately $3.0 million, receipt of forfeited earnest money of
$1.0 million, recovery of losses on loans, notes and interest receivable of
approximately $1.0 million and interest income on cash and cash equivalents
of approximately $0.8 million, reduced by depreciation expense of
approximately $3.2 million and valuation allowance of approximately $2.7
million. We recorded a provision for asset impairment in order to write
down the net carrying value of our Riverport property to reflect the sale
price agreed to in the sale agreement that we executed on February 20,
2002. The recovery of losses on loans, notes and interest receivable of
approximately $1.0 million represents cash received in respect of our
interest in a liquidating trust established for the benefit of the
unsecured creditors of VMS Realty Partners and its affiliates. Our
interest in this liquidating trust had previously been accorded no value in
our financial statements.

For the year ended December 31, 2000, we reported Net Income Available
to Common Shares of approximately $2.0 million. Because of the differences
between the liquidation basis of accounting and the going concern basis of
accounting described above, this amount is not comparable to the changes in
net assets in liquidation as reported for the year ended December 31, 2001.

SEVERANCE AND TERMINATION COSTS

In September 2000, we adopted an employee severance and retention
program. We have since terminated all of our employees. The total
expenses for the year ended December 31, 2000 include a charge of
approximately $1.9 million for this program. These costs include a charge
of approximately $0.3 million for base compensation payable to Mr. Leonard
G. Levine from August 14, 2000 through December 31, 2001 under the terms of
his employment agreement. Subsequent to September 30, 2000, we entered
into employment agreements with Messrs. Schafran, Higgins and Teglia, and
into separation agreements with Messrs. Hansen and Schmidt. Pursuant to
these separation agreements and Mr. Teglia's new employment agreement, we
paid a total of approximately $0.8 million in severance and termination
costs in the fourth quarter of 2000. These costs are included in the $1.9
million severance and termination costs discussed above. Additional
amounts of approximately $0.8 million and $0.6 million were accrued under
the program for the years ended December 31, 2002 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002, our total assets were approximately $7.6
million, a decrease of approximately $33.8 million from total assets at
December 31, 2001 of approximately $41.4 million. Our liabilities totaled
approximately $1.2 million at December 31, 2002, a decrease of
approximately $27.8 million from approximately $29.0 million at
December 31, 2001. At December 31, 2002, our net assets in liquidation
were approximately $6.3 million (transferred to Liquidating Trust on
January 3, 2003) compared to net assets in liquidation of approximately
$12.4 million at December 31, 2001, a decrease of approximately $6.1
million. The significant decreases in total assets and total liabilities
are primarily due to the sale of our remaining three properties in 2002,
distributions paid to shareholders in the amount of approximately $7.7
million and distributions to minority interest of approximately $0.1
million. See "Results of Operations", above, for the discussion regarding
the decrease of net assets in liquidation and the differences between the
liquidation basis of accounting and the going concern basis of accounting.

Cash and cash equivalents consist of cash and short-term investments.
Our cash and cash equivalents balance was approximately $7.5 million at
December 31, 2002 and 2001.

Having made four liquidating distributions totaling $5.45 per share,
we have established unrestricted cash reserves of approximately $7.5
million. We currently believe that these reserves will be sufficient to
cover the net costs of operating the Trust and the Liquidating Trust
discussed above through final liquidation, liquidation costs and contingent
liabilities related to pending litigation.

RISK FACTORS

FACTORS PERTAINING TO PLAN OF TERMINATION AND LIQUIDATION

THE OUTCOME OF PENDING LITIGATION WILL AFFECT THE TIMING AND AMOUNT OF
DISTRIBUTIONS THAT WE WILL MAKE TO OUR SHAREHOLDERS. On November 30, 2001,
we announced that our Board of Trustees determined that completion of our
pending litigation against Mr. Levine, our suspended president and chief
executive officer, will be the primary focus of our liquidation strategy
going forward. Including costs, fees and potential damages, the suit and
Mr. Levine's counterclaim involve amounts in excess of $2 million. We
cannot predict with any certainty either the outcome of the pending
litigation or the timing of its ultimate resolution. The outcome of the
pending litigation will impact the amount of liquidating distributions that
we will ultimately pay to our shareholders. The timing of the ultimate
resolution of the pending litigation will affect the timing of future
liquidating distributions as well as our ability to complete our
liquidation in a timely manner. For a description of the pending
litigation with Mr. Levine, see "Item 3 - Legal Proceedings."

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We do not engage in any hedge transaction or in the ownership of any
derivative financial instruments. As of December 31, 2002, we do not have
any debt.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BANYAN STRATEGIC REALTY TRUST
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

Report of Independent Auditors 15

Consolidated Statements of Net Assets in Liquidation
(Liquidation Basis), December 31, 2002 and 2001 16

Consolidated Statement of Changes in Net Assets
in Liquidation (Liquidation Basis) for the year
ended December 31, 2002 17

Consolidated Statement of Changes in Net Assets
in Liquidation (Liquidation Basis) for the year
ended December 31, 2001 18

Consolidated Statement of Income For the Year Ended
December 31, 2000 19

Consolidated Statement of Shareholders' Equity
For the Year Ended December 31, 2000 20

Consolidated Statement of Cash Flows For the
Year Ended December 31, 2000 21

Notes to Consolidated Financial Statements 22

SCHEDULES NOT FILED:

All schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of
the schedule or because the information required is included in the
consolidated financial statements and notes thereto.

REPORT OF INDEPENDENT AUDITORS

THE SHAREHOLDERS
BANYAN STRATEGIC REALTY TRUST

We have audited the consolidated statements of net assets in
liquidation as of December 31, 2002 and 2001, and the related consolidated
statements of changes in net assets in liquidation of Banyan Strategic
Realty Trust for the years then ended. We have also audited the
accompanying consolidated statements of income, shareholders' equity and
cash flows for the year ended December 31, 2000. These financial
statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we
plan and perform the audit 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.

As described in Note 1, on January 5, 2001, the Trustees adopted a
Plan of Termination and Liquidation under which the Trust will be
dissolved. As a result, the Trust has changed its basis of accounting from
a going concern to a liquidation basis effective January 1, 2001.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated net assets in
liquidation of Banyan Strategic Realty Trust at December 31, 2002 and 2001
and the consolidated changes in net assets in liquidation for the years
then ended and the consolidated results of operations, shareholders' equity
and the cash flows for the year ended December 31, 2000 in conformity, with
accounting principles generally accepted in the United States.

ERNST & YOUNG LLP

Chicago, Illinois
January 17, 2003

BANYAN STRATEGIC REALTY TRUST

CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)

DECEMBER 31, 2002 AND 2001
(Dollars in thousands)

ASSETS
- ------
2002 2001
---------- ----------
Investment in Real Estate Held for Sale:
Land. . . . . . . . . . . . . . . . . $ -- $ 3,137
Building. . . . . . . . . . . . . . . -- 28,066
Building Improvements . . . . . . . . -- 2,984
---------- ----------
-- 34,187
Less: Accumulated Depreciation . . . -- (5,764)
---------- ----------
-- 28,423
---------- ----------
Cash and Cash Equivalents . . . . . . . 7,460 7,493
Restricted Cash - Capital Improvements. -- 212
Restricted Cash - Other . . . . . . . . -- 2,095
Interest and Accounts Receivable. . . . -- 212
Employees' Notes, Net of Allowance for
Uncollectible Accounts of $7 at
December 31, 2002 . . . . . . . . . . 66 412
Notes Receivable. . . . . . . . . . . . -- 2,264
Other Assets. . . . . . . . . . . . . . 48 282
---------- ----------
Total Assets. . . . . . . . . . . . . . $ 7,574 $ 41,393
========== ==========

LIABILITIES
- -----------

Mortgage Loans Payable. . . . . . . . . $ -- $ 21,555
Bonds Payable . . . . . . . . . . . . . -- 3,900
Accrued Severance and Termination Costs 1,053 2,018
Accounts Payable and Accrued Expenses . 176 1,218
Accrued Real Estate Taxes . . . . . . . -- 23
Accrued Interest Payable. . . . . . . . -- 148
Unearned Revenue. . . . . . . . . . . . -- 85
Security Deposits . . . . . . . . . . . -- 87
---------- ----------
Total Liabilities . . . . . . . . . . . 1,229 29,034
---------- ----------

Net Assets in Liquidation . . . . . . . $ 6,345 $ 12,359
========== ==========

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

BANYAN STRATEGIC REALTY TRUST

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)

FOR THE YEAR ENDED DECEMBER 31, 2002
(Dollars in thousands)

Net Assets in Liquidation at December 31, 2001. . . . $ 12,359

Net Gains on Disposition of Investment in
Real Estate Held for Sale . . . . . . . . . . . . . 3,903

Interest Income on Employees' Notes . . . . . . . . . 18

Interest Income on Cash and Cash Equivalents. . . . . 266

Operating Loss. . . . . . . . . . . . . . . . . . . . (2,383)

Recovery of Losses on Loans, Notes and
Interest Receivable . . . . . . . . . . . . . . . . 80

Minority Interest in Consolidated Partnerships. . . . (76)

Shares Cancelled. . . . . . . . . . . . . . . . . . . (74)

Distributions to Shareholders . . . . . . . . . . . . (7,748)
--------

Net Assets in Liquidation at December 31, 2002. . . . $ 6,345
========

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

BANYAN STRATEGIC REALTY TRUST

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)

FOR THE YEAR ENDED DECEMBER 31, 2001
(Dollars in thousands)

Shareholders' Equity at January 1, 2001
(Going concern basis) . . . . . . . . . . . . . . . $ 67,350

Adjustments to Liquidation Basis:
Liquidation and Termination costs . . . . . . . . . (810)
Elimination of Intangible Assets and
Deferred Charges. . . . . . . . . . . . . . . . . (5,470)
Reclassification of Employees' Notes. . . . . . . . 3,144
--------

Net Assets in Liquidation at January 1, 2001. . . . . 64,214

Net Gains on Disposition of Investment in
Real Estate Held for Sale (Net of Minority
Interests of $6,445). . . . . . . . . . . . . . . . 25,771

Interest Income on Employees' Notes . . . . . . . . . 135

Interests Income on Cash and Cash Equivalents . . . . 759

Forfeited Earnest Money . . . . . . . . . . . . . . . 1,000

Operating Income. . . . . . . . . . . . . . . . . . . 2,964

Provision for Asset Impairment. . . . . . . . . . . . (2,658)

Recovery of Losses on Loans, Notes and
Interest Receivable . . . . . . . . . . . . . . . . 970

Depreciation. . . . . . . . . . . . . . . . . . . . . (3,211)

Minority Interest in Consolidated Partnerships. . . . (358)

Issuance of Shares. . . . . . . . . . . . . . . . . . 91

Distributions Paid to Shareholders. . . . . . . . . . (77,318)
--------

Net Assets in Liquidation at December 31, 2001. . . . $ 12,359
========

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

BANYAN STRATEGIC REALTY TRUST

CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2000
(Dollars in thousands, except per share data)

REVENUE
Rental Income . . . . . . . . . . . . . . . . . . . . $ 32,744
Operating Cost Reimbursement. . . . . . . . . . . . . 3,961
Miscellaneous Tenant Income . . . . . . . . . . . . . 437
Income on Investments and Other Income. . . . . . . . 654
--------
Total Revenue . . . . . . . . . . . . . . . . . . . . . 37,796
--------

EXPENSES
Property Operating. . . . . . . . . . . . . . . . . . 4,587
Repairs and Maintenance . . . . . . . . . . . . . . . 3,979
Real Estate Taxes . . . . . . . . . . . . . . . . . . 2,823
Interest. . . . . . . . . . . . . . . . . . . . . . . 9,180
Ground Lease. . . . . . . . . . . . . . . . . . . . . 925
Depreciation and Amortization . . . . . . . . . . . . 6,923
General and Administrative. . . . . . . . . . . . . . 4,098
Amortization of Deferred Financing Costs. . . . . . . 292
Severance and Termination Costs . . . . . . . . . . . 1,873
--------
Total Expenses. . . . . . . . . . . . . . . . . . . . . 34,680
--------

Income Before Minority Interest and
Extraordinary Item. . . . . . . . . . . . . . . . . . 3,116

Minority Interest in Consolidated Partnerships. . . . . (491)
--------

Income Before Extraordinary Item . . . . . . . . . . . 2,625

Extraordinary Item. . . . . . . . . . . . . . . . . . . (42)
--------

Net Income. . . . . . . . . . . . . . . . . . . . . . . 2,583

Less Income Allocated to Preferred Shares . . . . . . . (585)
--------

Net Income Available to Common Shares . . . . . . . . . $ 1,998
========

Basic and Diluted Earnings Available to Common Shares
per weighted-average Common Share:
Income before Extraordinary Item. . . . . . . . . . . $ 0.14
========
Net Income. . . . . . . . . . . . . . . . . . . . . . $ 0.14
========

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

<table>
BANYAN STRATEGIC REALTY TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2000
(Dollars in thousands)

<caption>
Series A Non-Voting
Convertible Shares of
Preferred Shares Beneficial Interest Accumu-
---------------------------------------- lated Employees' Treasury
Shares Amount Shares Amount Deficit Notes Shares Total
-------- ------------------ -------- -------- --------- -------- --------
<s> <c> <c> <c> <c> <c> <c> <c> <c>

Shareholders' Equity,
January 1, 2000. . . . . -- -- 15,073,917 $120,707 $(48,046) -- $(7,366) $ 65,295

Issuance of Shares,
net of issuance costs. . 61,572 6,157 731,372 3,852 -- -- -- 10,009
Employees' Notes,
net of repayments. . . . -- -- -- -- -- (3,144) -- (3,144)
Net Income. . . . . . . . -- -- -- -- 2,583 -- -- 2,583
Common Distributions Paid -- -- -- -- (6,808) -- -- (6,808)
Preferred Distributions
Paid . . . . . . . . . . -- -- -- -- (585) -- -- (585)
-------- ------------------ -------- -------- -------- -------- --------
Shareholders' Equity,
December 31, 2000. . . . 61,572 $ 6,15715,805,289 $124,559 $(52,856) $ (3,144) $ (7,366) $ 67,350
======== ================== ======== ======== ======== ======== ========

<fn>
The accompanying notes are an integral part of the consolidated financial statements.
</table>

BANYAN STRATEGIC REALTY TRUST

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2000
(Dollars in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income. . . . . . . . . . . . . . . . . . . . . . . $ 2,583
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Extraordinary Item, Net of Minority Interest. . . . . 42
Depreciation and Amortization . . . . . . . . . . . . 7,215
Minority Interest in Consolidated Partnerships. . . . 491
Net Change In:
Restricted Cash - Other . . . . . . . . . . . . . . (7)
Interest and Accounts Receivable. . . . . . . . . . (158)
Other Assets. . . . . . . . . . . . . . . . . . . . (1,096)
Accounts Payable and Accrued Expenses . . . . . . . 380
Accrued Interest Payable. . . . . . . . . . . . . . 61
Accrued Real Estate Taxes Payable . . . . . . . . . (10)
Unearned Revenue. . . . . . . . . . . . . . . . . . (344)
Security Deposits . . . . . . . . . . . . . . . . . 236
--------
Net Cash Provided By Operating Activities . . . . . . . 9,393
--------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Investment in Real Estate. . . . . . . . (6,422)
Restricted Cash - Capital Improvements. . . . . . . . 297
--------
Net Cash Used In Investing Activities . . . . . . . . . (6,125)
--------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loans Payable . . . . . . . . . . . . . 10,500
Distributions To Minority Partners. . . . . . . . . . (430)
Deferred Financing Costs. . . . . . . . . . . . . . . (159)
Payment of Preferred Shares Issuance Costs. . . . . . (30)
Repayment of Employees' Notes . . . . . . . . . . . . 94
Principal Payments on Mortgage Loans, Bonds Payable
and Unsecured Loan Payable. . . . . . . . . . . . . (17,372)
Distributions Paid to Shareholders. . . . . . . . . . (6,808)
Payment of Preferred Distributions. . . . . . . . . . (585)
Prepayment Penalties on Early Extinguishment of Debt. (6)
Shares Issued, Net of Issuance Costs. . . . . . . . . 824
--------
Net Cash Used In Financing Activities . . . . . . . . . (13,972)
--------
Net Decrease In Cash and Cash Equivalents . . . . . . . (10,704)
Cash and Cash Equivalents at Beginning of Year. . . . . 13,097
--------

Cash and Cash Equivalents at End of Year. . . . . . . . $ 2,393
========

Supplemental Information:
Interest Paid During the Year . . . . . . . . . . . . $ 9,119
========
Non-Cash Financing Activities:
Preferred Share Debt Conversion . . . . . . . . . . . $ 6,157
========
Employees' Notes. . . . . . . . . . . . . . . . . . . $ 3,238
========

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

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1. LIQUIDATION OF THE TRUST

On January 3, 2003, the termination and dissolution of Banyan
Strategic Realty Trust ("the Trust") was completed by transferring all of
the Trust's assets and liabilities into the newly-formed BSRT Liquidating
Trust (the "Liquidating Trust"). After the close of trading on January 2,
2003, the Trust's shareholders automatically received an uncertificated
interest in the BSRT Liquidating Trust, equal to their prior interest in
Banyan Strategic Realty Trust. The Liquidating Trust interests will not be
listed on any stock exchange and will not be exchangeable or transferable,
except by operation of law. The transfer into the Liquidating Trust
constitutes a distribution, in kind, to the Trust's shareholders, the
effect of which must be reported by the shareholders on their individual
income tax returns for the year 2003 (filed in Spring of 2004).

On January 5, 2001, the Trustees adopted a Plan of Termination and
Liquidation under which, the Trust will be dissolved, the obligations of
the Trust will be paid, appropriate reserves will be taken and the net
proceeds will be distributed to the shareholders.

On May 17, 2001, the Trust sold 24 of its 27 properties (representing
85% of the portfolio) to affiliates of Denholtz Management Corporation
("Denholtz") for a total sales price of $185,250, of which $3,000 was in
the form of unsecured promissory notes and the remainder was in cash,
pursuant to a Purchase and Sale Agreement dated January 8, 2001 as amended
on March 30, 2001, April 9, 2001 and May 11, 2001. The notes bear interest
at 12 percent per annum, require monthly payment of interest only and
mature on June 30, 2002. As of December 31, 2001, Denholtz repaid $736 in
principal. In addition, Denholtz paid the cost of all prepayment penalties
and assumption fees related to the Trust's mortgage debt secured by the
properties that were sold. The Trust realized net gains on disposition of
investment in real estate (net of minority interest of $6,445) of $25,771.

As of December 31, 2001, the Trust owned interests in three
properties: University Square Business Center in Huntsville, Alabama, 6901
Riverport Drive in Louisville, Kentucky and Northlake Tower Shopping
Center in Atlanta, Georgia. Subsequent to the first closing and prior to
December 3, 2001, in accordance with the Purchase and Sale Agreement, the
Trust was contractually obliged to sell University Square Business Center
to Denholtz and was permitted to sell the Riverport property and the
Northlake Tower Shopping Center to third parties or to "put" these
properties to Denholtz at agreed upon prices. The sum of $1,000 was held in
escrow to secure Denholtz's performance under these deferred closings.

On December 3, 2001, Denholtz notified the Trust in writing that it no
longer intended to acquire University Square as required under the
contract. The Trust received $1,000 in forfeited earnest money that was
recorded as income in the fourth quarter. The forfeiture of the University
Square earnest money also extinguished the Trust's right to "put" the other
two properties to Denholtz.

During the fourth quarter of 2001, the Trust recorded a Provision for
Asset Impairment in the amount of $2,658 related to its Louisville,
Kentucky property. On February 20, 2002, the Trust entered into a contract
to sell its Louisville, Kentucky property for a gross purchase price of
$6,050.

On March 14, 2002, the Trust acquired the interests of its partner, M
& J Wilkow, Ltd., in the Northlake Tower Shopping Center property for a
gross purchase price of $1,300. Prior to sale, M & J Wilkow had an 18.1%
interest in the property's cash flow and a 28.1% interest in its capital
proceeds.

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

On April 1, 2002, the Trust sold its University Square Business Center
located in Huntsville, Alabama for a total sales price of $8,450. The
purchaser is USBC, LLC, an Alabama limited liability company, whose
principals include Alan C. Jenkins and Joel L. Teglia. Mr. Jenkins is a
principal in InterSouth Properties, Inc., the Trust's former contract
manager of the property, and Mr. Teglia is the Executive Vice President and
Chief Financial Officer of the Trust. The net sales proceeds, after
repayment of the first mortgage on the property, adjustment for unfinished
tenant improvements, sales commissions, prorations and closing costs, were
$3,312. In addition, USBC, LLC paid the prepayment penalty of $732
associated with the payoff of the first mortgage.

On May 1, 2002, the Trust sold its 6901 Riverport Drive in Louisville,
Kentucky for a total sales price of $5,652 to Riverport LLC and Riverport
Group, LLC. The principals of these entities included Daniel Smith. Mr.
Smith, or entities owned or controlled by him, was previously the Trust's
joint venture partner on the Woodcrest property in Tallahassee, Florida and
also managed the Commerce Center property in Sarasota, Florida and the
Fountain Square property in Tampa, Florida. The net sales proceeds, after
repayment of the bond indebtedness, sales commission, prorations and
closing costs were $2,116.

On October 15, 2002, the Trust sold its Northlake Tower Shopping
Center in Atlanta, Georgia for a total sales price of $20,390 to Northlake
Festival, LLC. The net sales proceeds, after crediting the purchaser for
the outstanding balance on the first mortgage, and after deducting sales
commissions, prorations and closing costs, were $3,241.

2. ORGANIZATION AND DESCRIPTION OF BUSINESS

Banyan Strategic Realty Trust (the "Trust") was organized in 1986 as a
business trust under the laws of the Commonwealth of Massachusetts. The
business of the Trust was the ownership and operation of real estate
properties.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

As a result of the Plan of Termination and Liquidation, the Trust
changed its basis of accounting from the going concern to the liquidation
basis effective January 1, 2001. Under the liquidation basis of
accounting, assets are stated at their estimated net realizable values and
liabilities are stated at their estimated settlement amounts.

The valuation of assets and liabilities requires many estimates and
assumptions and there are substantial uncertainties in carrying out the
provisions of the Plan of Termination and Liquidation. The actual value of
the liquidating distributions will depend upon a variety of factors
including, among others, the resolution of the existing litigation and the
payment of all of the Trust's liabilities.

The accompanying consolidated financial statements include the
accounts of the Trust, its wholly-owned subsidiaries and its controlled
Partnerships. All intercompany balances and transactions have been
eliminated in consolidation.

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

INVESTMENT IN REAL ESTATE

Depreciation of buildings was computed in 2001 and 2000 using the
straight-line method over the estimated useful lives of the assets,
generally 40 years. Depreciation of tenant improvements was computed using
the straight-line method over the shorter of the lease term or useful life.

For the years ended December 31, 2001 and 2000, depreciation expense
amounted to $3,211 and $6,091, respectively. Repairs and maintenance are
charged to expense when incurred.

The Trust recognizes impairment losses for its properties when
indicators of impairment are present and a property's expected undiscounted
cash flows are not sufficient to recover the property's carrying amount.

The Trust classifies its real estate properties as held for sale when
its Board of Trustees has authorized the sale and an active program to find
a buyer has been initiated. The Trust did not own any properties as of
December 31, 2002, and it classified all of its properties as held for sale
as of December 31, 2001.

DEFERRED FINANCING COSTS

Deferred financing costs were amortized in 2000 over the term of the
related loans.

REVENUE RECOGNITION

Minimum rentals were recognized on a straight-line basis in 2000 over
the term of the related leases. Additional rents in the form of operating
expense reimbursements for common area maintenance expenses and real estate
taxes are recognized in the period in which the related expenses are
incurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Trust believes the carrying amount of its financial instruments
approximates fair value at December 31, 2002 and 2001, because (i) the
fixed rates on mortgage loans payable are comparable to rates currently
offered in the market, (ii) the rates on the line of credit and bonds
payable are variable and the terms are comparable to those currently
offered in the market and (iii) the maturities of the Trust's cash
equivalents are relatively short.

INCOME TAXES

For the years ended December 31, 2002, 2001 and 2000, the Trust
elected or will elect to be treated as a real estate investment trust
("REIT") under Internal Revenue Code Sections 856-860. In order to
qualify, the Trust is required to distribute at least 90% (prior to
January 1, 2001, 95%) of its "REIT" taxable income to shareholders, meet
asset and income tests and comply with certain other requirements.

As of December 31, 2002, the Trust has no Investment in Real Estate
for income tax purposes.

As of December 31, 2002, the Trust has a net operating loss carry-
forward of $16,029 which will expire in 2006 ($7,787), 2008 ($789), and
2012 ($7,453).

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

CASH EQUIVALENTS

The Trust considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.

RESTRICTED CASH

Restricted cash at December 31, 2001 represented amounts held in
escrow for post closing adjustments related to the Denholtz sale, future
redemption of a portion of the Bonds Payable and amounts held by lenders to
provide for future real estate tax expenditures and tenant improvements,
utility deposits and security deposits. During 2002, the Trust sold its
remaining properties and finalized the post closing adjustments related to
the Denholtz sale. The amounts held in escrows were released.

4. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share:

2000
----------
Numerator:
Income Available to Common Shares Before
Extraordinary Item. . . . . . . . . . . . . . . . $ 2,040
Extraordinary Item. . . . . . . . . . . . . . . . . (42)
----------
Net Income Available to Common Shares . . . . $ 1,998
==========

Denominator:
Denominator for basic earnings per weighted-
average shares. . . . . . . . . . . . . . . . . . 14,182,800

Effect of dilutive securities:
Employee stock options. . . . . . . . . . . . . . 4,717
Convertible debt. . . . . . . . . . . . . . . . . --
----------
Dilutive potential common shares. . . . . . . . . . 4,717

Denominator for diluted earnings per
share-adjusted weighted-average shares
and assumed conversions . . . . . . . . . . 14,187,517
==========

Basic and Diluted Earnings Available to Common Shares
Per weighted-average Common Share:
Income before Extraordinary Item. . . . . . . . . . $ 0.14
Extraordinary Item. . . . . . . . . . . . . . . . . --
----------
Net Income. . . . . . . . . . . . . . . . . . $ 0.14
==========

For purposes of the computation of diluted earnings per share, options
to purchase common shares at $6.375 per share that were outstanding during
2000 were not included in the 2000 computation because the options'
exercise price was greater than the average market price of the common
shares and, therefore, the effect would be antidilutive.

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The effect of conversion of $7,400 of convertible debt was not
included in the calculations since the effect was antidilutive.

For additional information relating to convertible debt and employee
stock options, see notes 5 and 10.

5. LONG-TERM DEBT

The Trust's long-term debt consists of the following at December 31,
2002 and 2001:
2002 2001
--------------------- ----------------------
Weighted Weighted
Average Average
Interest Interest
Balance Rate Balance Rate
--------- -------- --------- --------

Mortgage loans. . $ -- -- $ 21,555 7.91%
Bonds . . . . . . -- -- 3,900 3.46%
-------- ----- -------- -----
Total collatera-
lized debt . . . $ -- -- $ 25,455 7.24%
======== ===== ======== =====

Mortgage loans of $21,555 had fixed interest rates that ranged from
7.64% to 8.89% at December 31, 2001. Bonds payable consist of variable
rate tax exempt revenue bonds which bear interest equal to 3.46% at
December 31, 2001. Substantially all of the mortgage loans and bonds
contain prepayment penalties. During 2000, the Trust recognized
extraordinary losses of $42 related to prepayments on refinanced debt and
the writeoff of unamortized financing costs. Substantially all of the
Trust's real estate was pledged as collateral for the mortgage loans and
bonds.

During 1998, the Trust borrowed $7.4 million pursuant to its $20
million 1997 Convertible Term Loan Agreement for an unsecured convertible
term loan (the "Unsecured Loan"). On January 20, 2000, the Trust repaid
$1,243 of the Unsecured Loan and the remaining balance of $6,157 was
converted into 61,572 Series A convertible preferred shares and on April
27, 2001, these preferred shares were further converted into 1,195,574
common shares at a conversion price of $5.15 per share. The Series A
convertible preferred shares paid quarterly preferred dividends at rate of
10% per annum. Prior to conversion, the Unsecured Loan bore interest at an
annual interest rate of 12% payable quarterly and the Trust was required to
pay an annual fee equal to 2% of the amount outstanding on October 14, of
each year.

On October 12, 2001, the Trust entered into an Amendment to
Substituted, Amended and Restated Reimbursement Agreement with the issuer
of the Letter of Credit (the "LOC Bank") collateralizing the bonds payable
related to the Riverport property. This amendment primarily extended for a
period of one year, the term of the letter of credit which otherwise would
have expired on December 1, 2001. On that same date, the Trust deposited
$300 with the LOC Bank which was used to make the mandatory bond redemption
payment scheduled for December 1, 2001. The Trust additionally agreed to
pay the LOC Bank $500 to be utilized to further redeem additional
outstanding bonds payable over and above any otherwise scheduled redemption
payments, upon its receipt of the $1,000 earnest money deposit in
connection with the Denholtz contract. As of December 31, 2001, the $500
was held in restricted cash by the trustee of the bonds and was utilized to
redeem bonds on February 1, 2002.

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

6. BUSINESS SEGMENTS

The Trust had no properties as of December 31, 2002. As of
December 31, 2001, the Trust's only operating segment was the disposal of
its remaining properties. During 2000, the Trust owned and operated real
estate properties located principally in the Midwest and Southeast United
States. The Trust had three operating segments corresponding to the three
property types comprising its real estate assets: flex/industrial, office
and retail. As of December 31, 2000, the flex/industrial segment was
comprised of twelve complexes with long-term leases to approximately 180
tenants; the office segment was comprised of fourteen office sites with
long-term leases to approximately 270 tenants; and the retail segment was
comprised of one retail center with long-term leases to approximately 50
tenants. During 2000, the Trust's long-term tenants were in a variety of
businesses and no individual tenant was significant to the Trust's business
when considered as a whole.

Information by business segments is set forth below:

2000
--------
Revenue
Flex/Industrial . . . . . . . . . . . . . . . . . $ 11,205
Office. . . . . . . . . . . . . . . . . . . . . . 21,313
Retail. . . . . . . . . . . . . . . . . . . . . . 4,705
Corporate/Other . . . . . . . . . . . . . . . . . 573
--------
$ 37,796
========

Income (loss) before extraordinary item
Flex/Industrial . . . . . . . . . . . . . . . . . $ 2,857
Office. . . . . . . . . . . . . . . . . . . . . . 4,686
Retail. . . . . . . . . . . . . . . . . . . . . . 576
Corporate/Other . . . . . . . . . . . . . . . . . (5,494)
--------
$ 2,625
========

Total Assets
Flex/Industrial . . . . . . . . . . . . . . . . . $ 69,176
Office. . . . . . . . . . . . . . . . . . . . . . 107,151
Retail. . . . . . . . . . . . . . . . . . . . . . 17,444
Corporate/Other . . . . . . . . . . . . . . . . . 2,286
--------
$196,057
========

Depreciation and amortization
Flex/Industrial . . . . . . . . . . . . . . . . . $ 2,366
Office. . . . . . . . . . . . . . . . . . . . . . 3,984
Retail. . . . . . . . . . . . . . . . . . . . . . 573
Corporate/Other . . . . . . . . . . . . . . . . . --
--------
$ 6,923
========

Interest expense
Flex/Industrial . . . . . . . . . . . . . . . . . $ 2,954
Office. . . . . . . . . . . . . . . . . . . . . . 4,914
Retail. . . . . . . . . . . . . . . . . . . . . . 1,312
Corporate/Other . . . . . . . . . . . . . . . . . --
--------
$ 9,180
========

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

2000
--------

Additions to Investment in Real Estate
Flex/Industrial . . . . . . . . . . . . . . . . . $ 1,906
Office. . . . . . . . . . . . . . . . . . . . . . 4,473
Retail. . . . . . . . . . . . . . . . . . . . . . 43
Corporate/Other . . . . . . . . . . . . . . . . . --
--------
$ 6,422
========

7. TRANSACTIONS WITH AFFILIATES

During the first eight months of 2000, the Trust paid no salary to,
but purchased legal services from an executive officer of the Trust. Fees
for legal services totaled $246. The executive paid no rent, as such, to
the Trust for the use of office space or equipment but granted the Trust a
discount equal to approximately 20% compared to rates charged to third
parties for all time billed to the Trust by the executive and his
employees. The executive also reimbursed the Trust for the cost of two
full time and certain part time employees. As of September 1, 2000, this
executive signed an employment agreement whereby he became a full time
employee of the Trust.

8. DISTRIBUTIONS PAID AND PAYABLE

To qualify as a REIT, the Trust must distribute at least 90% (prior to
January 1, 2001, 95%) of its "REIT Taxable Income" to shareholders. A
portion of the distributions paid during the subsequent year may be
allocable to taxable income earned in the prior year.

The Trust has determined the shareholders' treatment for federal
income tax purposes to be as follows:
2002 2001 2000
------- ------- -------

Ordinary income. . . . . . . . $ -- $ -- $ 5,652
Long-term capital gain . . . . -- -- --
Return of capital. . . . . . . 7,748 77,318 1,741
------- ------- -------
$ 7,748 $77,318 $ 7,393
======= ======= =======

9. LEASES

GROUND LEASE

The Trust owned a leasehold interest in a shopping center in Atlanta,
Georgia. The lease expires in 2067. The ground lease required annual
lease payments of $600 through October 4, 2007 plus 7% of total annual
gross rental income commencing when gross rental income exceeds $2,000 from
the operations of the shopping center. The ground lease also required that
the Trust pay property operating expenses, including real estate taxes.
The base rent is reset in 2007 based upon a market rent within a
contractually defined range.

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

10. STOCK OPTIONS

As of December 31, 2001, the Trust had a stock option plan under which
options for 18,000 shares were outstanding and exercisable at a weighted
average exercise price per share of $5.486. On January 30, 2002, the
Trust's board of directors approved terminating the stock option plan. In
connection with the termination, the outstanding options were surrendered
for a total cash payment of $11 or $0.59 per share.

In 1999, holders of stock options were given the opportunity to
exercise all their vested options with the proceeds of a loan from the
Trust. Each loan was non-recourse, collateralized by the shares acquired,
and required interest at an annual rate of 6.5%. Of the approximately
$3,200 borrowed, $66 remains outstanding at December 31, 2002.

11. DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN

The Trust had established the Trust's Distribution Reinvestment and
Share Purchase Plan (the "DRIP Plan"). The DRIP Plan allowed shareholders
of the Trust to: (i) automatically reinvest the cash distributions on all,
or part, of shares registered in their name; and (ii) make cash investments
of not more than $120 per calendar year. Shares purchased under the DRIP
Plan were issued directly by the Trust at either: (i) 97% of the average
closing sales price of the shares as reported on the NASDAQ National Market
on the last five business days preceding the relevant investment date in
the case of reinvested cash distributions; or (ii) 100% of the
aforementioned average closing price in the case of cash investments. For
the years ended December 31, 2001 and 2000, the Trust issued 9,923 and
149,367 shares of beneficial interest under the DRIP Plan and received
total proceeds of $55 and $797, respectively. The Trust did not permit the
reinvestment of liquidating distributions.

12. SEVERANCE AND TERMINATION COSTS

In September 2000, the Trust adopted an employee severance and
retention program. The Trust has since terminated all of its employees.
The accompanying consolidated financial statements for the year ended
December 31, 2000 include a charge of approximately $1,900 related to the
severance and retention program. These severance and termination costs
include a charge of approximately $300 related to base compensation payable
to Mr. Leonard Levine from August 14, 2000 through December 31, 2001 under
the terms of his employment agreement (see Note 13). An additional $801
and $613 was accrued under the program for the year ended December 31, 2002
and 2001, respectively.

13. LITIGATION

On August 14, 2000, the Trust exercised its rights under the Trust's
employment agreement with Mr. Leonard G. Levine by suspending him and
placing him on leave from his position as president. Simultaneously, the
Trust initiated an arbitration proceeding as required under the employment
agreement. On October 5, 2000, Mr. Levine filed an action in the Circuit
Court of Cook County, Illinois asking the court to terminate the
arbitration proceedings by reason of improper forum. On October 18, 2000,
the Trust filed a lawsuit against Mr. Levine in the Circuit Court of Cook
County, Illinois. The Trust's complaint alleged violations of Mr. Levine's
duty of loyalty owed to the Trust.

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

On December 6, 2000, Mr. Levine and the Trust, through their
respective attorneys, agreed to dismiss the arbitration action and Mr.
Levine's lawsuit challenging the arbitration and further agreed to resolve
all issues under Mr. Levine's employment contract within the Trust's
lawsuit against Mr. Levine in the Circuit Court of Cook County (the
"Employment Litigation").

On January 19, 2001, Mr. Levine filed an answer, affirmative defenses
and counterclaim in the Employment Litigation. The pleading generally
denies that Mr. Levine breached his fiduciary duties, raises various
defenses and seeks a judgment in favor of Mr. Levine and against the Trust
on the counterclaim, for money damages and also seeks a reinstatement to
active employment status. Discovery in this case has commenced and is
continuing.

On May 2, 2001, Mr. Levine presented a motion for partial judgment on
the pleadings, which was denied at a hearing on July 19, 2001. The Trust
filed a Third Amended Complaint on September 6, 2001, seeking, among other
things, $300 in compensatory damages and $3,000 in punitive damages against
Mr. Levine in connection with various alleged breaches of fiduciary duty.
The factual bases underlying the Third Amended Complaint include
allegations that (i) Mr. Levine caused the Trust to pay on his account or
reimburse him for expenses that were not reasonable, ordinary and necessary
business expenses; (ii) during negotiations between the Trust and The Oak
Realty Group, Inc. (an entity solely owned by Mr. Levine) Mr. Levine
attempted to pressure the Trust into accepting Oak's offer to acquire the
Trust by revealing to one of the trustees that Oak had entered into certain
confidentiality and exclusivity agreements which had the effect of
excluding potential purchasers and/or capital providers from purchasing or
providing financing to a potential purchaser of the Trust, except through
Oak; (iii) Mr. Levine's failure to disclose to the Board of Trustees a
prior pattern and practice of obtaining unauthorized expense reimbursements
allows the Board to rescind Mr. Levine's 1999 Employment Contract and
legally estops Mr. Levine from obtaining any benefits under that contract
and (iv) Mr. Levine's prosecution of a shareholder derivative action from
January to April of 2001, which action was resolved by summary judgment in
favor of the Trust, amounts to a separate breach of fiduciary duty by
Mr. Levine. Mr. Levine has answered all counts.

On May 7, 2001, the Trust amended its answer to Mr. Levine's
counterclaim in the Employment Litigation to add several affirmative
defenses based upon Mr. Levine's breaches of his fiduciary duty of loyalty.

The maximum potential liability in connection with Mr. Levine's contract
(inclusive of incentives but exclusive of base salary) is estimated to be
approximately $1.6 million. During the pendency of the litigation, the
Trust continues to pay a base salary to Mr. Levine in accordance with the
Trust's contractual obligations. The Trust is seeking recovery of these
payments, among other recoveries, in the litigation.

On December 17, 2001, the Trust filed a motion for partial summary
judgment in the Employment Litigation. This motion sought a ruling by the
court that the Trust had "just cause" to terminate Mr. Levine's employment
contract at the time the Trust placed Mr. Levine on suspension on
August 14, 2000. The motion was heard and denied on April 4, 2002. On the
same date, the court extended the deadline for the completion of written
fact discovery from March 31, 2002 to May 31, 2002.

BANYAN STRATEGIC REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

On May 9, 2002, after obtaining leave, the Trust filed a Fourth
Amended Complaint. This compliant amended Count I of the Third Amended
Complaint to allege a breach of contract and added Count VII, which alleges
an additional fiduciary breach by Mr. Levine related to an offer by a third
party in the spring of 2000 to purchase a substantial portion of the
Trust's assets. On June 14, 2002, Mr. Levine answered portions of and
filed a motion to strike and dismiss portions of the Fourth Amended
Complaint. Mr. Levine moved to dismiss Counts III and V, and to strike
portions of Counts I, II, IV, VI, and VII. On August 20, 2002, Judge
Siebel denied the motion.

On December 18, 2002, after obtaining leave of Court, Mr. Levine
filed an amended counterclaim. On January 8, 2003, we answered Counts I,
II, and III of Mr. Levine's amended counterclaim, which concern alleged
breaches of Mr. Levine's employment agreements with us. On January 7, 2003,
we moved to dismiss Count IV of Mr. Levine's amended counterclaim. This
count asks the Court to rewrite the 1999 Employment Agreement to include
additional benefits, which Mr. Levine alleges were mistakenly omitted from
the written agreement. Under the schedule set by the Court, Mr. Levine's
opposition to the motion to dismiss is due February 4, 2003 and the Trust's
reply in support is due February 18, 2003. The Court has set a hearing on
the motion to dismiss for March 5, 2003 at 11:00 a.m. The Trust believes
that it has meritorious defenses and intends to pursue the case vigorously.

The Trust is also involved in various litigation arising in the
ordinary course of business. It is management's opinion that the defense
of these matters and the potential liability are adequately protected by
insurance coverage. Although the final outcome of these matters cannot be
determined, based on the facts presently known, it is management's opinion
that the final resolution of these matters will not have an adverse effect
on the Trust's net assets in liquidation.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There have been no changes in, or disagreements with, the accountants
on any matter of accounting principles, practices or financial statement
disclosure.

PART III

ITEM 14. CONTROLS AND PROCEDURES

As of December 31, 2002, an evaluation was performed under the
supervision and with the participation of the Trust's management, including
the Interim President through January 3, 2003, currently, Secondary
Liquidating Trustee; Executive Vice President and Chief Financial Officer
through January 3, 2003, currently, Consultant to the Liquidating Trust;
and First Vice President and General Counsel through January 3, 2003,
currently, Primary Liquidating Trustee, of the effectiveness of the design
and operation of the Trust's disclosure controls and procedures. Based on
that evaluation, the Trust's management, including the CEO and CFO,
concluded that the Trust's disclosure controls and procedures were
effective as of December 31, 2002. There have been no significant changes
in the Trust's internal controls or in other factors that could
significantly affect internal controls subsequent to December 31, 2002.
However, on January 3, 2003, the Trust transferred all of its assets and
liabilities into a newly formed Liquidating Trust to complete its
termination and dissolution.

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

(a) (1) Financial Statements of the Company are set forth
in this report in Item 8.

(b) Reports on Form 8-K:

. dated October 1, 2002, filed October 2, 2002 including
Item 7.

. dated October 3, 2002, filed October 4, 2002 including
Item 7.

. dated October 10, 2002, filed October 11, 2002 including
Item 7.

. dated and filed October 16, 2002 including Item 7.

. dated November 12, 2002, filed November 13, 2002 including
Item 7.

. dated December 9, 2002, filed December 10, 2002 including
Item 7.

(d) None.

SIGNATURES

PURSUANT to the requirements 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.

BANYAN STRATEGIC REALTY TRUST

By: /s/ L.G. Schafran Date: February 7, 2003
L.G. Schafran, Interim President
through 1/3/03
Currently, Secondary Liquidating
Trustee

PURSUANT to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

By: /s/ L.G. Schafran Date: February 7, 2003
L.G. Schafran, Interim President
and Trustee through 1/3/03
Currently, Secondary Liquidating
Trustee

By: /s/ Joel L. Teglia Date: February 7, 2003
Joel L. Teglia, Executive Vice President
and Chief Financial Officer
through 1/3/03
Currently, Consultant to the
Liquidating Trust

By: /s/ Robert G. Higgins Date: February 7, 2003
Robert G. Higgins,
First Vice President and
General Counsel through 1/3/03
Currently, Primary Liquidating
Trustee

CERTIFICATIONS
--------------

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, L.G. Schafran, the Interim President of Banyan Strategic Realty Trust
through January 3, 2003; currently, Secondary Liquidating Trustee, certify
that:

1. I have reviewed this annual report on Form 10-K of Banyan
Strategic Realty Trust;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the net assets in liquidation and the changes in
net assets in liquidation of the registrant as of, and for, the
periods presented in this annual report;

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

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

b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and

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

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

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

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

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

Date:February 7, 2003 /s/ L.G. Schafran
--------------------------------
L.G. Schafran
Interim President through 1/3/03
Currently, Secondary Liquidating
Trustee

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Joel L. Teglia, the Executive Vice President and Chief Financial Officer
of Banyan Strategic Realty Trust through January 3, 2003; currently,
Consultant to the Liquidating Trust, certify that:

1. I have reviewed this annual report on Form 10-K of Banyan
Strategic Realty Trust;

b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and

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

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

Date:February 7, 2003 /s/ Joel L. Teglia
--------------------------------------
Joel L. Teglia
Executive Vice President and
Chief Financial Officer through 1/3/03
Currently, Consultant to the
Liquidating Trust

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Higgins, the First Vice President and General Counsel of
Banyan Strategic Realty Trust through January 3, 2003; currently, Primary
Liquidating Trustee, certify that:

1. I have reviewed this annual report on Form 10-K of Banyan
Strategic Realty Trust;

b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and

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

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

Date:February 7, 2003 /s/ Robert G. Higgins
--------------------------------
Robert G. Higgins
First Vice President and
General Counsel through 1/3/03
Currently, Primary Liquidating
Trustee

EXHIBIT
INDEX
- -------

2.1 Plan of Termination and Liquidation (1)

3.1 Third Amended and Restated Declaration of Trust dated as of
August 8, 1986, as amended on March 8, 1991, May 1, 1993,
August 12, 1998 and December 13, 1999, including Certificate of
designations, preferences and rights of Series A convertible
preferred shares. (2)

3.2 First Amendment of Third Amended and Restated Declaration of
Trust effective December 13, 1999. (3)

3.3 By-Laws dated March 13, 1996. (4)

3.4 BSRT UPREIT Limited Partnership Limited Partnership Agreement (5)

4.1 Convertible Term Loan Agreement dated as of October 10, 1997
among Banyan Strategic Realty Trust, as Borrower, and the
Entities listed therein, as Lenders. (6)

4.2 First Amendment to Convertible Term Loan Agreement dated as of
March 30, 1998 made by and among Banyan Strategic Realty Trust
and the Entities listed therein, as Lenders. (7)

4.3 Second Amendment to Convertible Term Loan Agreement dated as of
June 26, 1998 made by and among Banyan Strategic Realty Trust and
the Entities listed therein, as Lenders. (8)

4.4 Revolving Credit Agreement dated April 30, 1998 among Banyan
Strategic Realty Trust, as Borrower and the Capital Company of
America, as Lender. (9)

4.5 Loan Agreement dated May 22, 1998 among BSRT Fountain Square
L.L.C., BSRT Phoenix Business Park L.L.C., BSRT Newtown Trust,
BSRT Southlake L.L.C., BSRT Technology Center L.L.C., BSRT
Airways Plaza L.L.C., BSRT Peachtree Pointe L.L.C., BSRT Avalon
Center L.L.C., BSRT Sand Lake Tech Center L.L.C., BSRT Park
Center L.L.C., BSRT Metric Plaza L.L.C., and BSRT University
Corporate Center L.L.C., as Borrower, and the Capital Company of
America, as Lender. (8)

4.6 First Amendment to Loan Agreement dated September 11, 1998 among
BSRT Fountain Square L.L.C., BSRT Phoenix Business Park L.L.C.,
BSRT Newton Trust, BSRT Southlake L.L.C., BSRT Technology Center
L.L.C., BSRT Airways Plaza L.L.C., BSRT Peachtree Pointe L.L.C.,
BSRT Avalon Center L.L.C., BSRT Sand Lake Tech Center L.L.C.,
BSRT Park Center L.L.C., BSRT Metric Plaza L.L.C., and BSRT
University Corporate Center L.L.C., as Borrower, and the Capital
Company of America LLC, as Lender. (10)

4.7 Loan Agreement dated June 22, 1998 between Banyan/Morgan
Wisconsin L.L.C., and Banyan/Morgan Elmhurst L.L.C., as Borrower
and the Capital Company of America, as Lender. (8)

4.8 First Amendment to Loan Agreement dated September 11, 1998
between Banyan/Morgan Wisconsin L.L.C., and Banyan/Morgan
Elmhurst L.L.C., as Borrower and the Capital Company of America
LLC, as Lender. (10)

10.1 Employment Agreement of L.G. Schafran dated October 26, 2000.
(14)

10.2 First Amendment to Employment Agreement of L.G. Schafran dated
February 13, 2002. (15)

EXHIBIT
INDEX
- -------

10.3 Employment Agreement of Leonard G. Levine as of December 14,
1999. (2)

10.4 Employment Agreement of Leonard G. Levine as of October 1, 1997.
(11)

10.5 Employment Agreement of Joel L. Teglia dated November 1, 2000.
(14)

10.6 Employment Agreement of Joel L. Teglia dated December 31, 1998.
(5)

10.7 Employment Agreement of Robert G. Higgins dated September 1,
2000. (14)

10.8 Separation Agreement of Neil Hansen dated October 1, 2000. (14)

10.9 Separation Agreement of Jay Schmidt dated October 1, 2000. (14)

10.10 1997 Omnibus Stock and Incentive Plan dated July 9, 1997. (12)

10.11 Share Purchase Agreement by and among Banyan Strategic Realty
Trust and the Purchasers listed on the signature page attached
thereto dated as of October 10, 1997. (6)

10.12 Registration Rights Agreement dated as of October 10, 1997
between Banyan Strategic Realty Trust and the Purchasers listed
on the Signature Pages attached thereto. (6)

10.13 Registration Rights Agreement dated as of October 1, 1997 between
Banyan Strategic Realty Trust and Leonard G. Levine. (5)

10.14 Consulting Agreement dated as of February 18, 2000 between CFC
Advisory Services Limited Partnership and Banyan Strategic Realty
Trust. (13)

10.15 Modification to Consulting Agreement dated as of May 31, 2000
between CFC Advisory Services Limited Partnership and Banyan
Strategic Realty Trust. (13)

10.16 Purchase and Sale Agreement dated January 8, 2001. (1)

10.17 First Amendment to Purchase and Sale Agreement dated March 28,
2001. (16)

10.18 Second Amendment to Purchase and Sale Agreement dated April 9,
2001. (17)

10.19 Third Amendment to Purchase and Sale Agreement dated May 11,
2001. (18)

21. Subsidiaries of Banyan Strategic Realty Trust (*)

99.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (*)

99.3 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (*)

99.4 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (*)

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(*) Filed herewith.

(1) Incorporated by reference from the Trust's Form 8-K dated
January 8, 2001.

(2) Incorporated by reference from the Trust's Form 10-K for
the year ended December 31, 1999.

(3) Incorporated by reference from the Trust's Form 10-Q
dated March 31, 2000.

(4) Incorporated by reference from the Trust's Registration
Statement on Form S-11 (file number 33-4169).

(5) Incorporated by reference from the Trust's Form 10-K for
the year ended December 31, 1998.

(6) Incorporated by reference from the Trust's Form 8-K dated
October 14, 1997.

(7) Incorporated by reference from the Trust's Form 10-K/A
for the year ended December 31, 1997.

(8) Incorporated by reference from the Trust's Form 8-K dated
May 22, 1998.

(9) Incorporated by reference from the Trust's Form 10-Q
dated March 31, 1998.

(10) Incorporated by reference from the Trust's Form 8-K/A-1
dated August 14, 1998.

(11) Incorporated by reference from the Trust's Form 10-K
dated December 31, 1997.

(12) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended June 30, 1997.

(13) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended June 30, 2000.

(14) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended September 30, 2000.

(15) Incorporated by reference from the Trust's Form 8-K dated
February 13, 2002.

(16) Incorporated by reference from the Trust's Form 8-K dated
March 28, 2001.

(17) Incorporated by reference from the Trust's Form 8-K dated
April 9, 2001.

(18) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended March 31, 2001.