1
RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
                                   FORM 10-Q




  X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- - ----        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1994

                                       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 1-10093
                       -------

                                RPS REALTY TRUST
                                ----------------
            (Exact name of registrant as specified in its charter.)

                                                  
MASSACHUSETTS                                                  13-6908486
- - -------------                                                  ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification No.)
                                                  

733 Third Avenue, New York, New York                                10017
- - ------------------------------------                                -----
(Address of principal executive offices)                       (Zip Code)



                                  212-370-8585
                                  ------------
              (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 
   ---------       --------

Number of shares of beneficial interest ($.10 par value) of the Registrant
outstanding as of August 10, 1994:  28,492,421.
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994





                                   I N D E X







Part I. FINANCIAL INFORMATION                                                       PAGE NO.
                                                                                    --------
                                                                                   
Item 1. Financial Statements

  Consolidated Balance Sheets - June 30, 1994 (unaudited) and
   December 31, 1993 (audited) ......................................................  3


  Consolidated Statements of Operations (unaudited) - Six Months and Quarters Ended
   June 30, 1994 and 1993 ...........................................................  4


  Consolidated Statement of Shareholders' Equity (unaudited) - Six Months Ended
   June 30, 1994.....................................................................  5


  Consolidated Statements of Cash Flows (unaudited) - Six Months Ended
   June 30, 1994 and 1993............................................................  6


  Notes to Consolidated Financial Statements.........................................  7


Item 2.

  Management's Discussion and Analysis of Financial Condition
   and Results of Operations......................................................... 12


Part II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K............................................. 14






                                      -2-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994



                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL  STATEMENTS

                          CONSOLIDATED BALANCE SHEETS




                                                                                                June 30,               December 31,
                                                                                                  1994                    1993     
                                                                                               -----------             ------------
                                                                                               (Unaudited)              (Audited)
                                                                                                                 
ASSETS:                                                                                                        
                                                                                                               
Mortgage Loans Receivable                                                                                      
          (Net of allowance for possible loan losses of $9,157,236                                             
          in 1994 and $23,724,537 in 1993)                                                     $ 72,026,070            $100,692,130
Short-term Investments                                                                           59,326,105              37,747,388
Investment In Real Estate-Net                                                                    38,244,930              33,740,202
Interest and Accounts Receivable                                                                 11,046,307               9,977,893
Deferred Acquisition Expenses                                                                                  
          (Net of accumulated amortization of $1,220,774 in 1994                                               
          and $1,121,842 in 1993)                                                                 2,451,039               2,549,971
Cash                                                                                                800,097               1,053,375
Other Assets                                                                                        982,320                 659,037
                                                                                               ------------            ------------
                                                                                                               
          TOTAL ASSETS                                                                         $184,876,868            $186,419,996
                                                                                               ============            ============
                                                                                                               

LIABILITIES AND SHAREHOLDERS' EQUITY


LIABILITIES:

Mortgages Payable                                                                              $  4,908,601            $  5,027,023
Distributions Payable                                                                             2,279,394               2,285,058
Accounts Payable and Accrued Expenses                                                             1,930,366               1,430,273
Deposits on Sale of Loans                                                                            -                    1,365,042
                                                                                               ------------            ------------
                                                                                                                       
          TOTAL LIABILITIES                                                                       9,118,361              10,107,396
                                                                                                                       
          SHAREHOLDERS' EQUITY                                                                  175,758,507             176,312,600
                                                                                               ------------            ------------
                                                                                                                       
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $184,876,868            $186,419,996
                                                                                               ============            ============

        



                 See notes to consolidated financial statements

                                      -3-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994




               CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)




                                                              For the Quarter                       For the Six Months
                                                                   Ended                                  Ended
                                                                  June 30,                               June 30,      
                                                           ----------------------                 -----------------------

                                                           1994              1993                 1994               1993
                                                           ----              ----                 ----               ----
                                                                                                      
Revenues:                                                                                                       
Interest income:                                                                                                
   Mortgage loans                                       $1,894,445         $3,066,766          $ 4,363,900        $ 6,153,549
   Short-term investments                                  561,738            241,355              993,004            504,191
Rental income                                            1,140,567          1,147,534            2,281,067          1,963,723
Gain on sale of securities                                    -               173,037                 -               173,037
Other                                                         -               126,900                 -               253,800
                                                        ----------         ----------          -----------        -----------
                                                         3,596,750          4,755,592            7,637,971          9,048,300
                                                        ----------         ----------          -----------        -----------
                                                                                                                
Expenses:                                                                                                       
Interest on Note Payable                                      -               499,108                 -               998,215
General and administrative                                 525,349            542,005            1,061,738          1,050,163
Payroll and related expenses                               370,672            509,779              819,169            990,884
Amortization of deferred                                                                                        
  acquisition expenses                                      49,466             49,466               98,932             98,932
Interest on mortgages                                      109,790            244,165              220,604            376,877
Property operating                                         272,511            295,269              545,511            458,845
Real Estate Taxes                                          172,588            196,146              344,588            331,083
Depreciation on real estate                                152,500            141,438              305,000            251,875
                                                        ----------         ----------          -----------        -----------
                                                         1,652,876          2,477,376            3,395,542          4,556,874
                                                        ----------         ----------          -----------        -----------
                                                                                                                
Net Income                                              $1,943,874         $2,278,216          $ 4,242,429        $ 4,491,426
                                                        ==========         ==========          ===========        ===========
                                                                                                                
Net Income Per Share                                       $.07               $.08                 $.15              $.16
                                                           ====               ====                 ====              ====
                                                                                                                
Cash Dividend Declared                                     $.08               $.08                 $.16              $.16
                                                           ====               ====                 ====              ====
                                                          





                 See notes to consolidated financial statements





                                      -4-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994





          CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited)






                                                                          Additional           Cumulative               Total
                                      Shares of                            Paid-In              Earnings/            Shareholders'
                                  Beneficial Interest                      Capital           (Distributions)            Equity   
                          ----------------------------------             -----------         ---------------         ------------
                              Number                  Amount                                                   
                          -----------              ----------                                                  
                                                                                                      
Balance at                                                                                                     
  January 1, 1994         28,552,921               $2,855,292            $195,155,914          ($21,698,606)         $176,312,600
                                                                                                               
                                                                                                               
                                                                                                               
Net income for the                                                                                             
 six months ended                                                                                              
 June 30, 1994                 --                       --                      --               4,242,429              4,242,429
                                                                                                               
Shares repurchased                                                                                             
 and retired                 (60,500)                  (6,050)               (231,684)                                   (237,734)
                                                                                                               
Cash distributions                                                                                             
 declared                      --                       --                      --              (4,558,788)            (4,558,788)
                                                                                                               
                                                                                                               
Balance at                                                                                                                       
                          ----------               ----------            ------------         -------------          ------------
June 30, 1994             28,492,421               $2,849,242            $194,924,230         $(22,014,965)          $175,758,507
                          ==========               ==========            ============         =============          ============
                                               





                 See notes to consolidated financial statements





                                      -5-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994



               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                                       For the Six Months
                                                                                             Ended
                                                                                            June 30,           
                                                                              ----------------------------------------

                                                                                  1994                       1993     
                                                                              ------------               -------------
                                                                                                   
Cash Flows From Operating Activities:
 Net Income                                                                   $ 4,242,429                $ 4,491,426
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
  Amortization of Deferred Acquisition Expense                                     98,932                     98,932
  Depreciation                                                                    305,000                    251,875
  Changes in Operating Assets and Liabilities:
   Interest and Accounts Receivable                                               143,761                    961,243
   Other Assets                                                                  (488,483)                  (270,766)
   Accounts Payable and Accrued Expenses                                       (1,350,096)                 1,053,690
                                                                              -----------                -----------
     Net Cash Provided by Operating Activities                                  2,951,543                  6,586,400
                                                                              -----------                -----------

Cash Flows From Investing Activities:
 Satisfaction of Mortgage Loans Receivable                                     23,904,232                     12,500
 Investment in Mortgage Loans Receivable                                           -                      (3,064,000)
 Investments in Real Estate                                                      (609,728)                  (454,342)
                                                                              ------------               -----------
     Net Cash Provided by Investing Activities                                 23,294,504                 (3,505,842)
                                                                              -----------                -----------

Cash Flows From Financing Activities:
 Dividends Declared and Paid                                                   (4,564,452)                (6,577,154)
 Shares Repurchased                                                              (237,734)
 Repayment of Mortgages Payable                                                  (118,422)                (4,557,592)
 Marketable Securities Sold                                                          -                       254,000
                                                                              ------------               -----------
     Net Cash Used in Financing Activities                                     (4,920,608)               (10,880,746)
                                                                              -----------                ----------- 

Net Increase (Decrease) in Cash and Cash Equivalents                           21,325,439                 (7,800,188)
Cash and Cash Equivalents, Beginning of Year                                   38,800,763                 37,648,591
                                                                              -----------                -----------
Cash and Cash Equivalents, End of Period                                      $60,126,202                $29,848,403
                                                                              ===========                ===========

Cash and Cash Equivalents, End of Period:
 Cash                                                                         $   800,097                $   952,267
 Short-Term Investments                                                        59,326,105                 28,896,136
                                                                              -----------                -----------
                                                                              $60,126,202                $29,848,403
                                                                              ===========                ===========

Supplemental Disclosures of Cash Flow Information:
 Interest Paid                                                                $   220,604                $   376,877
                                                                              ===========                ===========

Supplemental Schedule of Noncash Investing and
 Financing Activities:
 Investment in Real Estate                                                    $ 4,200,000                $ 5,190,000
 Accounts Payable                                                               1,850,188
 Mortgages Payable Assumed                                                          -                      3,465,694
 Interest and Accounts Receivable                                               1,212,175                   (976,612)
 Use of Allowance for Possible Loan Losses                                     14,567,301                  1,352,306
 Mortgages Receivable                                                          (4,761,828)                  (747,694)
 Deposit on Sale of Loans                                                      (1,365,042)                     -
 Other Assets                                                                    (165,200)                     -


                 See notes to consolidated financial statements

                                      -6-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

l.        GENERAL

          In the opinion of management of RPS Realty Trust (the "Trust"), the
          accompanying unaudited interim consolidated financial statements
          contain all adjustments (consisting only of normal recurring
          accruals) necessary to present fairly the consolidated financial
          position as of June 30, 1994 and the results of operations for the
          three and six months ended June 30, 1994 and June 30, 1993.  The
          financial statements, related footnotes and discussions should be
          read in conjunction with the consolidated financial statements,
          related footnotes and discussions contained in the Trust's annual
          report on Form 10-K for the year ended December 31, 1993.  Certain
          reclassifications have been made to prior year financial statements
          to conform with current classifications.


2.        NET EARNINGS PER SHARE

          The weighted average number of shares outstanding for the six months
          ended June 30, 1994 and 1993 was 28,496,369 and 28,596,321,
          respectively. The weighted average number of shares outstanding for
          the quarters ended June 30, 1994 and 1993 was 28,492,421 and
          28,596,321, respectively.


3.        INVESTMENTS

          The following tables summarizes the investments of the Trust as of
          June 30, 1994:

          MORTGAGE INVESTMENTS



      TYPE OF                             NUMBER OF               FUNDS                           RANGE OF
      PROPERTY                          MORTGAGE LOANS     ADVANCED(d)(e)(f)(i)            INTEREST RATES (a)(b)
- - ----------------------                  --------------     ---------------------           ---------------------
                                                                                       
Industrial Properties
- - ---------------------

    Wraparound Mortgage Loan            1                            $15,350,000                   17.4%

    First Mortgage Loan                 1                            $ 1,500,000                   12.0%

Office Buildings
- - ----------------

    Wraparound Mortgage Loans           1                            $   468,493                    10%

    First Mortgage Loans                2                            $ 5,850,000                5.0 -  8.3%

Shopping Center/Retail
- - ----------------------

    Wraparound Mortgage Loans           6                            $22,114,813                6.5 - 15.2%

    First Mortgage Loan (g)             4                            $32,900,000                7.5 - 13.3%

    Loan Secured by First
    Lien (c)                            1                            $ 3,000,000                    6%
                                        -                          -------------                      

     Total                              16                          $ 81,183,306
                                        ==                          ============




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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994





                                   Northeast            Southeast            Midwest              West
                                   ---------            ---------            -------              ----
                                                                                      
Outstanding Principal
Amount of Loans (d)                 $69,114,813         $4,500,000           $ 7,100,000          $468,493

Percentage of
Funds Outstanding                   85.1%               5.5%                 8.8%                 0.6%

Number of Loans                     10                  2                    3                    1


Investments in Real Estate

The following table summarizes the Trust's equity investments in real
properties, and the carrying amount, net of accumulated depreciation and
allowance for impairment of such properties, as of June 30, 1994:



Property                            Location                                                      Carrying Value
- - --------                            --------                                                      --------------
                                                                                            
Sunshine Plaza                      Tamarac, FL                                                   $ 9,157,566
Shopping Center

Crofton Shopping Center (h)         Crofton, MD                                                    10,104,514

Trinity Corners                     Pound Ridge, NY                                                 2,928,245
Shopping Center

Toys R Us                           Commack, NY                                                     2,817,262
Retail Center

222 East Saratoga                   Baltimore, MD                                                   1,823,458
Office Building

Lantana Plaza                       Lantana, FL                                                     5,517,903
Shopping Center

9 North Wabash                      Chicago,IL                                                      3,275,982
Retail Building

Norgate Center                      Indianapolis, IN                                                4,200,000
Shopping Center                                                                                   -----------
                                                                                                   39,824,930

  Allowance for Impairment                                                                         (1,580,000)
                                                                                                  ------------

    Total                                                                                         $38,244,930
                                                                                                  ===========


(a) Interest rates presented are the weighted averages of the sum of current
    plus accrued interest rates.

(b) In addition to fixed interest, the Trust is entitled to contingent interest
    on certain loans in an amount equal to a percentage of the gross rent 
    received by the borrower from the property securing the mortgage above a 
    base amount, payable annually, and additional contingent interest (equity 
    participation) based on a predetermined multiple of the contingent interest 
    or a percentage of the net value of the property at such date payable at 
    maturity.  Contingent interest in the amount of $440,688 and $364,711 was 
    received in the six months ended June 30, 1994 and 1993, respectively.

                                      -8-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994



(c) The loan is secured by a first lien on a separate collateral assignment of
    a first mortgage loan which, in turn, is secured by a fee position subject
    to a master lease on an office building in New York, New York.

(d) Before taking into account allowance for possible loan losses of
    $9,157,236.

(e) As of June 30, 1994, the Trust had 5 loans that were in arrears (three
    monthly payments or more) or otherwise considered to be "problem loans" by
    the Trust.  The aggregate gross principal amounts of these loans, together
    with receivables relating to such loans comprised of accrued interest and
    payments made on behalf of the borrowers for mortgage payments relating to
    such properties, totaled approximately $20,074,854, representing 11.2% of
    the Trust's invested assets, at June 30, 1994.  At June 30, 1994 and 1993,
    the Trust was not accruing current and accrued interest on four and eight
    of the above-mentioned loans, in the aggregate approximate principal amount
    of $10,250,000 and $58,230,000, respectively. In addition, as of June 30,
    1994 and 1993 respectively, the Trust was not accruing deferred interest on
    two and two additional loans, in the aggregate approximate principal amount
    of $32,000,000 and $8,900,000, respectively.

(f) On January 3, 1994, the Trust sold the following mortgage loans:  (i) its
    wrap-around mortgage loan secured by the Tampa Plaza shopping center
    located in Northridge, California (the "Tampa Loan"); (ii) its wrap-around
    mortgage loan secured by the Wellesley Plaza office building located in Los
    Angeles, California (the "Wellesley Loan"); and (iii) its first mortgage
    loan secured by the Tackett Center mixed- use retail center located in Palm
    Springs, California (the "Tackett Loan").  On January 7, 1994, the Trust
    sold its first mortgage loan secured by the Janss Mall shopping center
    located in Thousand Oaks, California (the "Janss Mall Loan", and
    collectively, the "California Mortgage Loans").  The California Mortgage
    Loans at closing had an approximate aggregate outstanding balance of
    $39,698,000 before taking into consideration allowance for possible losses
    of approximately $14,567,000.  The Tampa, Tackett and Janss Mall Loans were
    sold pursuant to a competitive offering process, pursuant to which bids for
    each of the Loans were solicited; the Wellesley Loan was offered in the
    competitive offering process, but was sold in an arms-length negotiation
    outside of the competitive offering process.  Secured Capital Corp. of Los
    Angeles, California acted as the Trust's representative with respect to the
    offering and sale of the California Mortgage Loans.  In the aggregate, the
    Trust received cash proceeds of $25,500,000 from the sale of the California
    Mortgage Loans, before deduction of costs, fees and expenses relating to
    such transactions, including the payment of a fee to Secured Capital Corp.

(g) On January 25, 1994, the Trust restructured its mortgage loan in the
    original principal amount of $31,000,000 which was secured by a collateral
    assignment of mortgages on two properties, an office building located on
    Rector Street, New York City (the "Rector Property") and a shopping center
    located on Hylan Boulevard, Staten Island, New York (the "Hylan Center").
    Pursuant to the restructuring, the Trust received a direct assignment of
    the first mortgage with a principal amount of $25,000,000 and accrued
    interest of $7,881,250 secured by the Hylan Center and retained the
    collateral assignment of the Rector Property mortgage, the principal amount
    of which was reduced to $3,000,000.  The holder of the first mortgage
    secured by the Rector Property has agreed to grant the Trust a pledge of a
    senior participation interest in such mortgage.  In addition, upon a
    foreclosure, the Trust will obtain a direct first mortgage secured by the
    Rector Property.  The restructuring is scheduled to be completed in the
    third quarter of 1994; however, there can be no assurance that the
    restructuring will be completed.

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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994




(h) This property is subject to a first mortgage in the approximate principal
    amount of $4,908,601 at June 30, 1994.

(i) On June 30, 1994, Norgate Shops, Corp., a wholly owned subsidiary of the
    Trust, acquired title to the Norgate Shopping Center property.  The
    property was subject to a first mortgage in the approximate amount of
    $1,463,830 which the Trust pre-paid.

4.  DIVIDENDS TO SHAREHOLDERS 

    Under the Internal Revenue Code, a REIT must meet certain qualifications 
    including a requirement that it distribute annually to its shareholders 
    at least 95% of its taxable income.  The Trust's policy is to distribute 
    to shareholders all taxable income.  Dividends declared for the six 
    months ended June 30, 1994 are summarized below:

   RECORD DATE                              DIVIDEND             PAYMENT DATE 
   -----------                              --------             ------------

  April 28, 1994                             $ .08               May 17, 1994
  July 28, 1994                              $ .08               August 17, 1994

    During 1994, the Trust will have tax write-offs on certain of the mortgages
    which write-offs were previously recognized for financial reporting in
    prior years.

5.  SHARE REPURCHASES 

    Pursuant to its share repurchase program, during January of 1994, the 
    Trust purchased 60,500 of its shares at an average price of $3.93 per share.

6.  SUBSEQUENT EVENTS

(a) On July 12, 1994 Chester Plaza Shops, Inc., a wholly owned subsidiary of
    the Trust acquired title to the Chester Springs Shopping Center, an
    approximately 216,000 square foot community-type shopping center located in
    Chester, New Jersey.  The purchase price for the property was approximately
    $18,150,000.

(b) On July 14, 1994 the Trust and Ramco-Gershenson, Inc. agreed in principle
    to effectuate a business combination through an operating limited
    partnership.

    As comtemplated by the letter of intent executed by both parties, Ramco
    will contribute 22 shopping center properties, containing approximately
    3,900,000 leasable square feet, and stock in its property mangagement
    corporation, while the Trust will contribute seven retail properties,
    containing approximately 970,000 leasable square feet, and $75,000,000 in
    cash, to the operating partnership.  This will result in the operating
    partnership owning and managing shopping centers and other retail
    properties containing almost 5,000,000 leasable square feet.

    The Trust will be the sole general partner of the operating partnership and
    will hold between 63% and 70% of the interests in the operating
    partnership, and Ramco will hold between 30% and 37%.  The percentage
    interests to be received by the parties are based upon the relationship
    between the agreed upon values of the assets contributed by the parties,
    and are subject to adjustment based on changes in funds from operations
    attributable to the Ramco properties.  It is also contemplated that prior
    to consummation of the transaction, the Trust will dispose of its mortgage
    loan assets through prepayments, sales or a spinoff of such assets to the
    Trust's shareholders.

                                      -10-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994





    The proposed business combination, which is currently anticipated to close
    late in the fourth quarter of 1994 or early in the first quarter of 1995,
    is subject to the completion of due diligence investigations by both
    parties and the preparation of definitive documentation, and is subject to
    a number of conditions, including the Trust's Board of Trustees and
    shareholder approval, receipt of a fairness opinion from the Trust's
    financial advisor, disposition of the Trust's mortgage loan assets or
    consummation of the spin-off transaction, and the refinancing of certain
    Ramco property debt on specified terms.  The transaction is also subject to
    the condition that, based on future changes in funds from operations from
    the Ramco properties, Ramco's interest in the operating partnership will
    not be less than 30%.

    Upon consummation of the transaction, the Trust's headquarters will move to
    Southfield, Michigan and the Trust will change its name to Ramco-Gershenson
    Properties Trust.





                                      -11-
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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994



                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAPITAL RESOURCES AND LIQUIDITY
As of December 31, 1993 the Trust had $100,692,130 invested in mortgage loans
(after deducting allowance for possible loan losses of $23,724,537),
$33,740,202 invested in real properties and $37,747,388 in short-term
investments.  During the first quarter of 1994, the Trust sold four mortgage
loans comprising the Trust's California mortgage loan portfolio and received
proceeds of $25,500,000 from the sale, before deduction of costs, fees and
expenses relating to such transaction.  During the second quarter of 1994, the
Trust through a wholly owned subsidiary acquired the Norgate Shopping Center
property.  Prior to the acquisition the Trust pre-paid the first mortgage loan
relating to the Norgate property in the approximate amount of $1,463,830.  As
of June 30, 1994 the Trust had $72,026,070 invested in mortgage loans (after
deducting allowance for possible loan losses of $9,157,236), $38,244,930
invested in real properties and $59,326,105 in short-term investments.

RESULTS OF OPERATIONS

Six months ended June 30, 1994 compared to six months ended June 30, 1993.

Total revenues for the six months ended June 30, 1994 (before rental income)
decreased $1,727,673 or 24.4% from that of the previous year.  During the six
month period of 1994 interest from mortgage loans decreased $1,789,649 or 29.1%
as a result of the reduction in the Trust's mortgage loan portfolio.  Other
income and gain on sale of marketable securities decreased 100% or $426,837 as
a result of the Trust selling its marketable securities in 1993.

During the six months ended June 30, 1994 expenses (excluding interest on
mortgages, property operating, real estate taxes and depreciation) decreased
$1,158,355 or 36.9% compared to the same period a year ago.  Interest expense
on the note payable decreased $998,215 or 100% as a result of the Trust
redeeming in full the note issued pursuant to the Note Issuance Agreement in
1993.

During the six months of 1994 the Trust recognized rental income of $2,281,067
as compared to $1,963,723 for the same period of 1993.  This resulted in an
increase of $317,344 or 16.2%.  During the 1994 period the Trust received
rental income from 6 properties as compared to 5 during the 1993 period.
During the six month period of 1994 the Trust's interest expense on mortgages
payable decreased $156,273 or 41.5% due to principal paydowns.  Property
operating expenses, real estate taxes and depreciation expense increased 19%,
4% and 21%, respectively, over the six month period of 1994 due to the
aforementioned increase in the number of properties.  For the six months of
1994 the Trust recognized net income from investment in real estate of $865,364
as compared to $545,043 in the six months of 1993.

Net income for the six months of 1994 as compared to the six months of 1993
decreased $248,997 or 5.5% as a result of the items discussed above.





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RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994



Three months ended June 30, 1994 compared to three months ended June 30, 1993.

Total revenues for the three months ended June 30, 1994 (before rental income)
decreased $1,151,875 or 31.9% from that of the previous year.  During the
second quarter of 1994 interest from mortgage loans decreased $1,172,321 or
38.2% primarily as a result of the reduction in the Trust's mortgage portfolio.
Short-term interest income increased $320,383 or 132% as a result of higher
balances in short-term investments.  Other income decreased $299,037 or 100% as
a result of the Trust selling its marketable securities in 1993.

During the quarter ended June 30, 1994 expenses (excluding interest on
mortgages, property operating, real estate taxes and depreciation) decreased
$654,871 or 40.9% compared to the same quarter a year ago.  Interest expense on
the note payable decreased $499,108 or 100% as a result of the Trust redeeming
in full the note issued pursuant to the Note Issuance Agreement in 1993.

During the second quarter of 1994 the Trust recognized rental income of
$1,140,567 as compared to $1,147,534 for the same period of 1993.  During the
second quarter of 1994 the Trust's interest expense on mortgages payable
decreased 55% to $109,790 due to principal paydowns.  Property operating
expenses for the second quarter of 1994 decreased $22,758 over the second
quarter of 1993.  Real estate taxes also decreased $23,558 compared to the 1993
period.  Depreciation expense for the 1994 period increased $11,062 over the
comparable period of 1993.  During the second quarter of 1994 the Trust
recognized net income from investment in real estate of $433,178 as compared to
$270,516 in the second quarter of 1993.

Net income for the second quarter of 1994 as compared to the second quarter of
1993 decreased $334,342 or 14.7% as a result of the items discussed above.





                                      -13-
   14
RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994





                          PART II - OTHER INFORMATION




ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

A.   No exhibits are filed with this report.

B.   No reports on Form 8-K were filed during the quarter ended June 30, 1994.





                                      -14-
   15
RPS REALTY TRUST                   FORM 10-Q                      JUNE 30, 1994





                                   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.





                                       RPS REALTY TRUST





                                       By:/s/ Joel M. Pashcow        
                                          ---------------------------
                                            Joel M. Pashcow
                                            Chairman and Trustee
                                            (Principal Executive Officer)




                                       By:/s/ Herbert Liechtung      
                                          ---------------------------
                                            Herbert Liechtung
                                            President and Trustee
                                            (Principal Executive Officer)



                                       By:/s/ Edwin R. Frankel        
                                          ----------------------------
                                            Edwin R. Frankel
                                            Senior Vice President and Treasurer
                                            (Chief Financial Officer)






Date: August 11, 1994