UNITED STATES SECURITIES AND EXCHANGE COMMISSION 	WASHINGTON, D.C. 20549 	FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 	OR 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: 0-11085 	HUTTON/CONAM REALTY INVESTORS 2 	(Exact name of registrant as specified in its charter) California 13-3100545 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3 World Financial Center, 29th Floor, New York, NY		 ATTN: Andre Anderson 10285 (Address of principal executive offices) (Zip Code) 	(212) 526-3237 	(Registrant's telephone number, including area code) 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 Consolidated Balance Sheets June 30, December 31, Assets 1995 1994 Investments in real estate: Land $ 6,797,328 $ 6,797,328 Buildings and improvements 27,458,371 27,258,895 34,255,699 34,056,223 Less accumulated depreciation (12,249,088) (11,699,378) 22,006,611 22,356,845 Cash and cash equivalents 726,941 1,183,787 Restricted cash 916,148 779,328 Other assets, net of accumulated amortization of $126,281 in 1995 and $88,397 in 1994 414,280 452,164 Total Assets $ 24,063,980 $ 24,772,124 Liabilities and Partners' Capital Liabilities: Mortgages payable $ 14,113,369 $ 14,218,948 Accounts payable and accrued expenses 239,363 106,337 Due to general partners and affiliates 39,671 40,523 Security deposits 130,543 133,210 Distribution payable 180,000 244,445 Total Liabilities 14,702,946 14,743,463 Partners' Capital (Deficit): General Partners (661,176) (618,500) Limited Partners 10,022,210 10,647,161 Total Partners' Capital 9,361,034 10,028,661 Total Liabilities and Partners' Capital $ 24,063,980 $ 24,772,124 Consolidated Statement of Partners' Capital (Deficit) For the six months ended June 30, 1995 General Limited Partners Partners Total Balance at January 1, 1995 $ (618,500) $10,647,161 $10,028,661 Net loss (2,676) (264,951) (267,627) Distributions (40,000) (360,000) (400,000) Balance at June 30, 1995 $ (661,176) $10,022,210 $ 9,361,034 Consolidated Statements of Operations Three months ended Six months ended June 30, June 30, Income 1995 1994 1995 1994 Rental $1,154,727 $1,151,031 $2,352,831 $2,321,266 Interest 7,684 8,717 22,376 18,084 Total Income 1,162,411 1,159,748 2,375,207 2,339,350 Expenses Property operating 750,986 544,433 1,426,698 1,087,925 Depreciation and amortization 294,642 291,104 587,594 582,009 Interest 274,135 278,099 549,291 557,141 General and administrative 41,535 40,888 79,251 82,859 Total Expenses 1,361,298 1,154,524 2,642,834 2,309,934 Net Income (Loss) $ (198,887) $ 5,224 $ (267,627) $ 29,416 Net Income (Loss) Allocated: To the General Partners $ (1,989) $ 523 $ (2,676) $ 2,942 To the Limited Partners (196,898) 4,701 (264,951) 26,474 $ (198,887) $ 5,224 $ (267,627) $ 29,416 Per Limited Partnership unit (80,000 outstanding) $ (2.46) $ .06 $ (3.31) $ .33 Consolidated Statements of Cash Flows For the six months ended June 30, 1995 and 1994 Cash Flows from Operating Activities: 1995 1994 Net income (loss) $ (267,627) $ 29,416 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 587,594 582,009 Increase (decrease) in cash arising from changes 	in operating assets and liabilities: Fundings to restricted cash (192,996) (197,721) Release of restricted cash 56,176 80,001 Other assets - (1,083) Accounts payable and accrued expenses 133,026 74,857 Due to general partners and affiliates (852) 1,448 Security deposits (2,667) (2,478) Net cash provided by operating activities 312,654 566,449 Cash Flows from Investing Activities: Additions to real estate (199,476) (2,092) Net cash used for investing activities (199,476) (2,092) Cash Flows from Financing Activities: Distributions paid (464,445) - Mortgage principal payments (105,579) (97,729) Mortgage fees - (38,462) Receipt of deposit on mortgage refinancing - 72,058 Net cash used for financing activities (570,024) (64,133) Net increase (decrease) in cash and cash equivalents (456,846) 500,224 Cash and cash equivalents at beginning of period 1,183,787 558,731 Cash and cash equivalents at end of period $ 726,941 $1,058,955 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 549,291 $ 557,141 Notes to the Consolidated Financial Statements The unaudited interim consolidated financial statements should be read in conjunction with the Partnership's annual 1994 audited consolidated financial statements within Form 10-K. The unaudited consolidated financial statements include all adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of June 30, 1995, and the results of operations and cash flows for the six months ended June 30, 1995 and 1994 and the statement of changes in partners' capital (deficit) for the six months ended June 30, 1995. Results of operations for the periods are not necessarily indicative of the results to be expected for the full year. The following significant events have occurred subsequent to fiscal year 1994 which require disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5). On July 20, 1995, the Partnership closed on the sale of Country Place Village I to an institutional buyer ( the "Buyer"), which is unaffiliated with the Partnership. Country Place Village I was sold for $3,665,000, which includes the assumption of the mortgage payable on Country Place Village I by the Buyer in the amount of $2,051,078. The transaction resulted in a gain on sale of approximately $302,000, which will be reflected in the Partnership's Form 10-Q for the period ended September 30, 1995. Part 1, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At June 30, 1995, the Partnership had cash and cash equivalents of $726,941 which was invested in unaffiliated money market funds, compared with $1,183,787 at December 31, 1994. The decrease is primarily attributable to cash used for distributions, mortgage payments and additions to real estate exceeding net cash provided by operating activities. The Partnership also maintained a restricted cash balance of $916,148 at June 30, 1995, compared with $779,328 at December 31, 1994. The restricted cash balance represents escrows for insurance, real estate taxes, and property replacements and repairs, required under the terms of the current mortgage loans. The General Partners expect sufficient cash flow to be generated from operations to meet its current operating expenses and debt service requirements. Accounts payable and accrued expenses were $239,363 at June 30, 1995 compared to $106,337 at December 31, 1994. The increase reflects the accrual of real estate taxes, for the three Florida properties, for the first six months of 1995. The sale of Country Place Village I was completed on July 20, 1995. The property was sold for a gross price of $3,665,000, which included the assumption by the buyer of the property's mortgage payable in the amount of $2,051,078. The sale resulted in the Partnership receiving net proceeds of approximately $1,557,000. In the third quarter, the Partnership will recognize a gain on sale of approximately $302,000. Following an analysis of the Partnership's projected capital requirements, the General Partners intend to distribute the remaining sales proceeds as a return of capital. The Partnership's 1995 second quarter regular cash distribution, in the amount of $2.25 per Unit, will be paid on or about August 15, 1995. The General Partners anticipate that the current level of distributions will be maintained through year end. Cash distributions, however, will be determined on a quarterly basis and will be based on cash flow generated by the Partnership. Pursuant to the refinancing of the Creekside Oaks loan, the lender escrowed funds for various repairs including roofing work and exterior painting. Upon completion of all work, which is expected to occur sometime in the third quarter, the balance of the repair escrow amounting to $395,338 will be returned to the Partnership. Results of Operations Partnership operations for the three and six months ended June 30, 1995 resulted in a net loss of $198,887 and $267,627, respectively, compared with net income of $5,224 and $29,416 for the corresponding periods in 1994. After adding back depreciation and amortization, both non-cash expenses, and subtracting mortgage amortization and additions to real estate, operations generated cash flow of $28,334 and $214,912 for the three and six months ended June 30, 1995, compared with cash flows of $246,992 and $511,604 for the same periods in 1994. The decrease in cash flow and change from net income to net loss in 1995 is primarily the result of increased property operating expenses. Rental income for the three and six months ended June 30, 1995 was $1,154,727 and $2,352,831, respectively, compared with $1,151,031 and $2,321,266 for the corresponding periods in 1994. The increase in 1995 reflects higher rental income at four of the five properties, primarily due to rental rate increases instituted over the past year, partially offset by lower occupancy rates. Property operating expenses for the three and six months ended June 30, 1995 were $750,986 and $1,426,698, respectively, compared with $544,433 and $1,087,925 for the corresponding periods in 1994. The increase primarily reflects higher repair and maintenance expenses at Creekside Oaks and Rancho Antigua due to exterior painting work. Interest expense for the three and six month periods ended June 30, 1995 was $274,135 and $549,291, respectively, compared with $278,099 and $557,141 for the corresponding periods in 1994. For the three and six months ended June 30, 1995 and 1994, average occupancy levels at each of the properties were as follows: Three Months Ended Six Months Ended June 30, June 30, Property 1995 1994 1995 1994 Country Place Village I 97% 97% 98% 98% Creekside Oaks 95% 96% 92% 96% Ponte Vedra Beach Village I 92% 96% 95% 96% Rancho Antigua 88% 93% 92% 95% Village at the Foothills I 94% 96% 94% 96% PART II	OTHER INFORMATION Items 1-5	Not applicable Item 6	Exhibits and Reports on Form 8-K 	(a) Exhibits: None (b) Reports on Form 8-K - No reports on Form 8-K were filed during the three months ended June 30, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HUTTON/CONAM REALTY INVESTORS 2 		BY: 	RI2 REAL ESTATE SERVICES INC. General Partner Date: August 11, 1995 			BY:	/s/ Paul L. Abbott 			Name:	Paul L. Abbott 			Title:	Director, President, Chief Executive Officer and Chief Financial Officer