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, 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 1-9885

                        Banyan Mortgage Investment Fund           
            (Exact name of Registrant as specified in its charter)


                    Delaware                                 36-3465359     
        (State or other jurisdiction of                   (I.R.S. Employer  
         incorporation or organization)                  Identification No.)


   150 South Wacker Drive, Chicago, Illinois                    60606       
   (Address of principal executive offices)                   (Zip Code)    

   Registrant's telephone number, including area code      (312) 553-9800   



   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 .



   Shares of common stock outstanding as of August 11, 1995: 39,742,395.


                         PART I  FINANCIAL INFORMATION

   Item 1.  Financial Statements

                        BANYAN MORTGAGE INVESTMENT FUND
                          CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1995 AND DECEMBER 31, 1994
                                  (UNAUDITED)


                                            1995             1994     
     ASSETS
     Cash and Cash Equivalents           $  2,405,531    $  8,040,629 
     Repair, Improvement and Real
       Estate Tax Escrows                   1,035,448         602,211 
     Accounts Receivable (Net of
       Allowance for Doubtful Accounts                
       of $48,000 and $34,000 for                                     
       1995 and 1994, respectively)            25,505          18,509 
     Interest Receivable on Cash and
       Cash Equivalents                        67,551          84,272 
                                          ------------  ------------- 
                                            3,534,035       8,745,621 
                                         ------------   ------------- 

     Investment in Real Estate:
       Land                                79,286,137      79,400,569 
       Buildings and Improvements           2,111,713       1,986,851 
                                         ------------   ------------- 
                                           81,397,850      81,387,420 
       Less: Accumulated Depreciation      (1,835,303)     (1,645,927)
                                         ------------   ------------- 
                                           79,562,547      79,741,493 
       Developments in Progress            34,323,322      30,752,252 
                                         ------------   ------------- 
       Net Investment in Real Estate      113,885,869     110,493,745 
                                         ------------   ------------- 
     Net Investment in Real Estate
       Venture                              1,172,037       1,325,401 
     Deferred Financing Costs (Net of
       Accumulated Amortization of
       $233,008 and $68,034
       for 1995 and 1994,
       respectively)                        1,076,188       1,241,162 
     Other Assets                           2,585,935       2,861,997 
                                         ------------   ------------- 
     Total Assets                        $122,254,064   $ 124,667,926 
                                         ============   ============= 

     LIABILITIES AND STOCKHOLDERS'
       EQUITY
     Liabilities
     Accounts Payable and Accrued
       Expenses                          $  1,311,996   $   1,255,286 
     Interest Payable                         951,120         810,526 
     Real Estate Taxes Payable                196,564           ---   
     Mortgage Loans Payable                31,780,184      31,932,645 
                                         ------------    ------------ 
     Total Liabilities                     34,239,864      33,998,457 
                                         ------------    ------------ 
     Stockholders' Equity
     Shares of Common Stock, $0.01
       Par Value, 100,000,000 Shares
       Authorized, 39,762,495 Shares
       Issued                             348,162,496     348,162,496 
     Accumulated Deficit                 (260,136,980)   (257,481,711)
     Treasury Stock, at Cost, for
       20,100 Shares of Common Stock          (11,316)        (11,316)
                                         ------------    ------------ 

     Total Stockholders' Equity            88,014,200      90,669,469 
                                         ------------    ------------ 
     Total Liabilities and Stock-
       holders' Equity                   $122,254,064    $124,667,926 
                                         ============    ============ 

     Book Value Per Share of Common
       Stock (39,742,395 Shares
       Outstanding)                      $       2.21    $       2.28 
                                         ============    ============ 


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



                        BANYAN MORTGAGE INVESTMENT FUND
                CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
                FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                  (UNAUDITED)

                                               1995             1994    
     INCOME
     Income From Investing
       Activities:
       Interest on Cash and Cash
         Equivalents                      $    142,512     $     37,831 
     Income From Property Operating
       Activities:
       Operating Property Revenue              800,033        2,148,460 
                                          ------------     ------------ 
     Total Income                              942,545        2,186,291 
                                          ------------     ------------ 

     EXPENSES
     Expenses From Property
       Activities:
       Operating Property Expenses             221,401          649,271 
       Development Property Expenses           767,133          252,799 
       Repairs and Maintenance                  98,503          203,348 
       Real Estate Taxes                       159,407          307,199 
       Depreciation                            205,952          367,850 
       Bad Debt (Recovery) Expense             (11,000)           9,425 
                                          ------------     ------------ 
     Total Expenses From Property
       Activities                            1,441,396        1,789,892 
                                          ------------     ------------ 

     Other Expenses:
       Stockholder Expenses                    236,679          238,213 
       Directors' Fees, Expenses                                        
         and Insurance                         254,470          260,248 
       Other Professional Fees                 127,443          420,342 
       General and Administrative              629,961          735,285 
       Recovery of Losses on Mortgage
         Loans, Notes and Interest
         Receivable and Class Action
         Settlement Costs and Expenses        (495,591)        (796,985)
       Interest Expense and Amorti-
         zation of Deferred Loan
         Costs                               1,320,298        1,068,957 
                                          ------------     ------------ 

     Total Other Expenses                    2,073,260        1,926,060 
                                          ------------     ------------ 
     Total Expenses                          3,514,656        3,715,952 
                                          ------------     ------------ 
     Operating Loss                         (2,572,111)      (1,529,661)
     Net Loss From Operations of Real
       Estate Venture                          (90,716)        (213,798)
     Arbitration Award                           ---         (3,768,743)
     Gain on Dispositions of
       of Real Estate                            7,558        2,828,660 
                                          ------------     ------------ 

     Net Loss                             $ (2,655,269)    $ (2,683,542)
                                          ============     ============ 

     Net Loss Per Share of Common
       Stock (Based on Weight
       Average Number of Shares
       Outstanding of 39,742,395 
       and 39,707,306 during 1995
       and 1994, respectively)            $      (0.07)    $      (0.07)
                                          ============     ============ 

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




                        BANYAN MORTGAGE INVESTMENT FUND
                CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
               FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
                                  (UNAUDITED)

                                               1995             1994    
     INCOME
     Income From Investing
       Activities:
       Interest on Cash and Cash
         Equivalents                      $     56,401     $     16,947 

     Income From Property Operating
       Activities:
       Operating Property Revenue              268,773          955,624 
                                          ------------     ------------ 
     Total Income                              325,174          972,571 
                                          ------------     ------------ 

     EXPENSES
     Expenses From Property
       Activities:
       Operating Property Expenses             104,746          340,142 
       Development Property Expenses           354,612          145,020 
       Repairs and Maintenance                  50,661           79,491 
       Real Estate Taxes                        70,498          124,062 
       Depreciation                            102,976          171,235 
       Bad Debt Expense                          2,000            ---   
                                          ------------     ------------ 
     Total Expenses From Property
       Activities                              685,493          859,950 
                                          ------------     ------------ 

     Other Expenses:

       Stockholder Expenses                    164,832          121,090 
       Directors' Fees, Expenses                       
         and Insurance                         124,722          131,648 
       Other Professional Fees                  53,108          202,591 
       General and Administrative              328,162          336,995 
       Interest Expense and Amorti- 
         zation of Deferred Loan Costs         638,844          708,746 
                                          ------------     ------------ 
     Total Other Expenses                    1,309,668        1,501,070 
                                          ------------     ------------ 
     Total Expenses                          1,995,161        2,361,020 
                                          ------------     ------------ 
     Operating Loss                         (1,669,987)      (1,388,449)
     Net Loss From Operations
       of Real Estate Venture                  (47,087)        (163,596)
     Arbitration Award                           ---         (3,768,743)
     Gain on Dispositions
       of Real Estate                            6,541        2,864,083 
                                          ------------     ------------ 

     Net Loss                             $ (1,710,533)    $ (2,456,705)
                                          ============     ============ 

     Net Loss Per Share of Common
       Stock (Based on Weight
       Average Number of Shares
       Outstanding of 39,742,395 
       and 39,725,119 during 1995
       and 1994, respectively)            $      (0.04)    $      (0.06)
                                          ============     ============ 

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



   <TABLE>

                        BANYAN MORTGAGE INVESTMENT FUND
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE SIX MONTHS ENDED JUNE 30, 1995
                                  (UNAUDITED)

   <CAPTION>

                             Common Stock          Accumulated    Treasury  
                        Shares         Amount        Deficit        Stock        Total     

     <S>             <C>           <C>           <C>              <C>         <C>          


     Stockholders'
     Equity, 
     December 31,
     1994             39,762,495    $348,162,496  $(257,481,711)  $ (11,316)   $90,669,469 


     Net Loss             ---             ---        (2,655,269)      ---       (2,655,269)
                      ----------    ------------  -------------   ---------    ----------- 


     Stock-
     holders'
     Equity,
     June 30, 1995    39,762,495    $348,162,496  $(260,136,980)  $ (11,316)   $88,014,200 
                      ==========    ============  =============   =========    =========== 

     </TABLE>


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





                        BANYAN MORTGAGE INVESTMENT FUND
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                  (UNAUDITED)

                                                1995           1994     
    CASH FLOWS FROM OPERATING
      ACTIVITIES:

    NET LOSS                                $ (2,655,269)   $(2,683,542)

    Adjustments to Reconcile Net
      Loss to Net Cash Used In
      Operating Activities:
      Depreciation                               205,952        367,850 
      Amortization of Deferred
        Loan Costs                               164,974        541,726 
      (Recovery) Provision for Bad
        Debts                                    (11,000)         9,425 
      Gain on Disposition of Real
        Estate                                    (7,558)    (2,828,660)
      Net Loss From Operations of Real
        Estate Venture                            90,716        213,798 
      Deferred Interest Payable on
        Mortgage Loans                           824,764           ---  
    Net Change In:
      Interest Receivable on Cash and
        Cash Equivalents                          16,721        (61,776)
      Real Estate Tax Escrow                    (177,100)       235,717 
      Accounts Receivable                        (20,996)        67,275 
      Other Assets                               284,488       (398,511)
      Accounts Payable and Accrued
        Expenses                                  56,710        622,174 
      Real Estate Taxes Payable                  196,564       (149,238)
      Other Payable                                ---        3,768,743 
      Interest Payable                           140,594         76,114 
                                             -----------    ----------- 
    Net Cash Used In Operating
      Activities                                (890,440)      (218,905)
                                             -----------    ----------- 
    CASH FLOWS FROM INVESTING
      ACTIVITIES:

      Proceeds From Sale of Real Estate          707,414     15,023,949 
      Increase in Developments in
        Progress                              (4,101,398)    (3,370,424)
      Increase in Repair and
        Improvement Escrow                      (256,137)       (48,840)
      Distributions From (Investment
        In) Real Estate Venture                   62,648       (158,562)
      Purchases of Land and Property
        Improvements                            (179,960)         ---   
                                             -----------    ----------- 
    Net Cash (Used in) Provided
      By Investing Activities                 (3,767,433)    11,446,123 
                                             -----------    ----------- 

    CASH FLOWS FROM FINANCING
      ACTIVITIES:
    Issuance of Common Stock                       ---           59,667 
    Payment of Mortgage Loans Payable           (977,225)   (11,402,949)
                                             -----------    ----------- 
    Net Cash Used In Financing
      Activities                                (977,225)   (11,343,282)
                                             -----------    ----------- 

    Net Decrease in Cash and Cash
      Equivalents                             (5,635,098)      (116,064)

    Cash and Cash Equivalents at
      Beginning of Period                      8,040,629      3,682,343 
                                             -----------    ----------- 

    Cash and Cash Equivalents at
      End of Period                          $ 2,405,531    $ 3,566,279 
                                             ===========    =========== 

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




                        BANYAN MORTGAGE INVESTMENT FUND
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1995
                                  (UNAUDITED)



         Readers of this quarterly report should refer to Banyan Mortgage
   Investment Fund's (the "Fund") audited consolidated financial statements
   for the year ended December 31, 1994, which are included in the Fund's
   1994 Annual Report, as certain footnote disclosures which substantially
   duplicate those contained in such audited statements have been omitted
   from this report.

   1.    ACCOUNTING PRINCIPLES

   PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements, as of June 30,
   1995, include the accounts of the Fund, its wholly-owned subsidiaries
   and Chapman's Landing, Southbridge, Wayside Village and Bishop Ranch
   partnerships in which the Fund holds a controlling 50% general
   partnership interest.  Losses from these partnerships are allocated to
   the minority interest partners to the extent of their respective
   investments in the partnerships.  Since such partners have made no
   investment in the partnerships and are not obligated to fund losses in
   excess of their investment, their minority interest currently has no
   value, therefore the Fund has recorded all of the partnership's losses
   as of June 30, 1995.  Profits will be allocated pro rata to the minority
   interest partners to the extent that net proceeds generated from the
   projects exceed priority returns payable to the Fund.  All intercompany
   balances and transactions have been eliminated in consolidation.  The
   consolidated financial statements also include the Fund's 50% interest
   in the VST/VMIF Oakridge Partnership accounted for on the equity method.

   NON-CASH INVESTING AND FINANCING ACTIVITIES

         Pursuant to the Morgens, Waterfall, Vintiadis & Co., Inc., Credit
   Agreement executed October 17, 1994, the Fund has elected to defer
   payment of $824,764 of accrued interest, which has been added to the
   principal balance of the loan.

   CASH AND CASH EQUIVALENTS

         The Fund considers all investments purchased with a maturity of
   three months or less to be cash and cash equivalents.

   FINANCIAL STATEMENT PRESENTATION 

         Certain reclassifications have been made to the previously
   reported 1994 financial statements in order to provide comparability
   with the 1995 consolidated financial statements.  The reclassifications
   have not changed the 1994 operating results.  In the opinion of
   management, all adjustments necessary for a fair presentation have been
   made to the accompanying consolidated financial statements as of June
   30, 1995 and for the six months and quarter ended June 30, 1995 and
   1994.  These adjustments made to the financial statements, as presented,
   are all of a normal recurring nature to the Fund, unless otherwise
   indicated.

   INCOME TAXES

         On January 30, 1995, the Fund notified the Internal Revenue
   Service of its intent to revoke its tax election to be treated as a real
   estate investment trust ("REIT") under section 856(c)(1) of the Internal
   Revenue Code of 1986, as amended, in order to enable it to develop its
   large tracts of undeveloped land and to avoid the adverse tax effects of
   being deemed a dealer of real property.  For the year ended December 31,
   1994 the Fund had elected to be treated as a REIT under the Internal
   Revenue Code Sections 856-860.  In order to qualify, the Fund was
   required to distribute at least 95% of its taxable income to
   shareholders and meet asset and income tests as well as certain other
   requirements.  

         Income taxes are accounted for in accordance with SFAS No. 109
   "Accounting for Income Taxes."  Deferred income taxes are recorded to
   reflect the tax consequences on future years of differences between the
   basis of assets and liabilities for income tax and for financial
   reporting purposes.  In addition, the amounts of any future tax benefits
   are reduced by a valuation allowance to the extent such benefits are not
   expected to be fully realized.

   2.    TRANSACTIONS WITH AFFILIATES

         Administrative costs, primarily salaries and general and
   administrative expenses, are reimbursed by the Fund to Banyan Management
   Corp. ("BMC").  These costs are allocated to the Fund and other entities
   to which BMC provides administrative services based upon the actual
   number of hours spent by BMC personnel on matters related to that fund. 
   The Fund's costs for the six months ended June 30, 1995 and 1994
   aggregated $518,383 and $562,245, respectively.  As one of its
   administrative services, BMC serves as the paying agent for general and
   administrative costs of the Fund.  As part of providing this payment
   service, BMC maintains a bank account on behalf of the Fund.  As of June
   30, 1995, the Fund had a net payable due to BMC of $93,436.

   3.    INVESTMENT IN REAL ESTATE VENTURE

         On March 6, 1991, in satisfaction of their mortgage loans
   receivable, the Fund and Banyan Short Term Income Trust ("BST") each
   received a 50% interest in the VST/VMIF Oakridge Partnership pursuant to
   a deed-in-lieu agreement with the borrower.  The property is comprised
   of 215 acres located in Hollywood and Dania, Florida.  Of the 215 acres,
   185 acres of the property are currently under contract for a gross sales
   price of approximately $4,000,000.  The Partnership is also working to
   modify approximately 25 acres of the parcel's existing zoning to allow
   for multifamily development and is in discussions with several potential
   purchasers.  The Partnership is also engaged in discussions with
   potential purchasers of the 5-acre retail parcel at the Oakridge site. 
   Proceeds received from any future sale will first be applied to repay
   the remaining principal balance of an outstanding first mortgage loan
   holder of approximately $2,000,000 which is collateralized by the
   Oakridge site.  The Fund's 50% interest in the Partnership was initially
   recorded at its estimated fair market value of $568,121 and is being
   accounted for on the equity method.  Under this method, the Fund has
   recorded its 50% share of operating losses of $90,716 and $213,798 for
   the six months ended June 30, 1995 and 1994, respectively.

   4.    RECOVERY OF LOSSES ON LOANS, NOTES AND INTEREST RECEIVABLE AND
         CLASS ACTION SETTLEMENT COSTS AND EXPENSES

         On February 9, 1995, the Fund received cash distributions of
   $566,783 related to its interests in the liquidating trusts established
   for the benefit of the unsecured creditors of VMS Realty Partners and
   its affiliates ("VMS").  For the six months ended June 30, 1995, the
   Fund has recorded a $495,591 recovery of losses on mortgage loans, notes
   and interest receivable on its consolidated statement of income and
   expenses related to the distributions received from the liquidating
   trusts.  The $495,591 net recovery recorded in 1995 represents the
   $566,783 distributions received net of an estimated $71,192 due to the
   Class Action Settlement Fund representing the Fund's share of amounts
   due per the terms of the previously reported settlement of the VMS
   securities litigation.  As of June 30, 1995, the Fund has recorded
   $123,339 in distributions received from the liquidating trusts as a
   liability to the plaintiffs in accounts payable and accrued expenses on
   its consolidated balance sheet per the terms of the Class Action
   Settlement.

            On January 25, 1994, the Fund received net proceeds of $796,985
   relating to a recovery of payments previously made into an escrow
   established as part of the class action settlement of the VMS securities
   litigation.  The escrow was established to provide the officers and
   directors of the Fund with monies to fund the cost of any litigation in
   which they may be named as defendants following settlement of the class
   action.  Subsequently, the directors have released the proceeds from the
   escrow, and the Fund has purchased an insurance policy to cover the
   officers and directors of the Fund.

   5.    DISPOSITION AND GAIN ON SALE OF REAL ESTATE


         During the six months ended June 30, 1995, the Fund sold 12 single
   family lots to a home developer at the Fund's Wayside Development.  The
   sale of these lots generated gross sales proceeds of $720,707.  After
   payment of closing costs of $877, real estate taxes of $1,531 and other
   costs of $10,885 the Fund received net cash proceeds of $707,414 related
   to the sales.  The sale of these lots resulted in an aggregate net gain
   on disposition of real estate of $7,558.


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

   GENERAL 

         Banyan Mortgage Investment Fund was formed to invest primarily in
   construction, land, pre-development, short-term and junior mortgage
   loans, and secondarily, in short-term notes to VMS Realty Partners and
   its affiliates ("VMS").  VMS subsequently defaulted on these loans
   causing the Fund to suspend the making of new mortgage loans (except for
   advances of additional funds under circumstances in which it is deemed
   necessary to preserve the value of existing collateral) and suspended
   distributions to stockholders.

         The Fund's real estate asset base consists of a combination of an
   office building, four undeveloped or partially developed parcels of land
   aggregating approximately 5,400 acres and a 50% interest in an
   undeveloped parcel of land.  The Fund believes that the value of these
   assets can be enhanced through:  (i) prudent management, (ii)
   enhancement of the entitlements and zoning applicable to the undeveloped
   land, (iii) holding the assets until the underlying values in the
   various real estate markets returns to their historical levels and (iv)
   completing infrastructure improvements and development of lots for sale
   to builders.  More than half of the carrying value of the Fund's real
   estate assets, is comprised of undeveloped land which is located in
   metropolitan Washington D.C. and Northern California and is in various
   stages of the entitlement process.  The current market for the sale of
   undeveloped land is limited except at severely depressed prices. 
   Consequently, the Fund is attempting to enhance the value of these
   parcels by modifying their zoning and entitlements.  In addition, during
   the quarter ended December 31, 1994, the Fund completed a corporate
   level refinancing secured by many of its properties.  This refinancing
   will enable it to proceed with various infrastructure and improvements
   and to finish the development of lots for sale to residential and
   commercial builders.  (See below for further information detailing the
   Morgens, Waterfall, Vintiadis and Co., Inc., refinancing.)  The Fund
   believes that once entitlements and various infrastructure improvements
   are completed, the land will be more marketable, as the demand for
   residential lots improves, either in bulk or on a raw or finished lot
   basis.  During 1995, the Fund initiated marketing efforts to sell
   smaller portions of its four undeveloped parcels of land on an as is
   basis where the project's business plan does not call for site or
   improvements or zoning enhancements.  The sale of these smaller portions
   of undeveloped land projects will further contribute to the Fund's
   overall liquidity.  As a result of the recent expiration of a lease for
   two-thirds of the space at 120 S. Spalding, cost projections for the
   redevelopment of the property, the revised projection of market leasing
   rates and the 17.5% interest cost on the Morgens, Waterfall, Vintiadis &
   Co., Inc., financing discussed below, the Fund determined that an
   immediate sale of the property could generate a return to shareholders
   that is comparable to the proceeds available after incurring the expense
   of redeveloping and re-leasing the property.  The Fund is currently
   proceeding with marketing the property for sale while continuing with
   its efforts to redevelop and re-lease the vacated space.  In the event
   the property is sold pursuant to an acceptable offer, the resulting
   proceeds could be redirected to accelerate the completion of various
   site improvements and infrastructure at the Fund's four development
   projects and to reduce the Fund's long-term debt.   


   LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents consist of cash and short-term
   investments.  The Fund's cash and cash equivalents balance at June 30,
   1995 and December 31, 1994 was $2,405,531 and $8,040,629, respectively. 
   This decrease in cash and cash equivalents is due primarily to the
   payment of approximately $5,125,000 of expenses and capitalized items
   related to the Chapman's Landing, Wayside Village and Bishop Ranch
   properties, the payoff of approximately $977,000 of the Wayside Village
   and Southbridge mortgage loan principal, the purchase of approximately
   $180,000 of land and improvements and the payment of the Fund's
   operating expenses.  Partially offsetting the decreases in cash was the
   receipt of $707,414 of net proceeds from the Wayside Village lot sales,
   the receipt of a $566,783 distribution from the Fund's interest in the
   liquidating trusts established for the benefit of the unsecured
   creditors of VMS, income on cash and cash equivalents and income from
   property operating activities.

         Management has taken a number of steps to enhance the Fund's
   working capital position.  Over the past several years, the Fund's
   liquidity has been provided by cash generated from the operations of the
   Fund's existing operating properties which currently consists of 120 S.
   Spalding, interest on short term investments, cash proceeds from
   property sales, interim financing, and cash distributions received from
   the liquidating trusts.  Historically, these sources were not producing
   the working capital necessary to meet the requirements for both
   development and entitlement costs related to the Fund's development
   properties and to meet the Fund's operating costs.  

         On October 17, 1994, the Fund executed a Credit Agreement with
   Morgens, Waterfall, Vintiadis & Co. Inc. (the "Lenders' Agent") as agent
   for several institutional investors (the "Lenders") in connection with a
   loan in the amount of $20,500,000 (the "Morgens Loan").  Pursuant to the
   Credit Agreement, the Fund has agreed to make quarterly interest
   payments in arrears commencing January 1, 1995 at an annual rate of
   17.5% and is also obligated to make certain payments, which will be
   applied to repay loan principal, based on net cash flow generated by the
   Fund's individual real estate assets as defined in the Credit Agreement. 
   At its option, the Fund may elect to defer interest due on the Morgens
   Loan through September 30, 1995.  All such deferred interest would then
   be added to the outstanding principal of the loan.  On January 1, 1995,
   the Fund made the election to defer payment of accrued interest.  As of
   June 30, 1995 the Fund has deferred $824,764 of accrued interest.  The
   Fund has committed to reduce the unpaid principal balance of the loan to
   $11,000,000 by October 1, 1997 and must repay any remaining outstanding
   principal by September 30, 1998.  The Morgens Loan is collateralized by
   first mortgages on the Fund's 120 S. Spalding, Chapman's Landing, Bishop
   Ranch and portions of its Southbridge properties, as well as pledges of
   the common stock and partnership interests of the Fund's subsidiaries,
   its accounts receivable, bank accounts and all other tangible and
   intangible personal property.  As part of the same transaction, the
   Lenders also received warrants which entitle them to purchase up to
   4,380,000 shares of the Fund's common stock at any time until October 1,
   1998 at an exercise price of $0.70 per share.  The Fund has agreed to
   use its best efforts to cause the shares issuable upon exercise of the
   warrants to be registered under the Securities Act of 1933, as amended.

         Upon completion of the Morgens Loan closing, the Fund paid an
   advisory fee to the advisor representing the Lenders' Agents of
   $615,000, and paid accrued real estate taxes of $183,510, legal fees of
   $363,000 and other fees and expenses totaling approximately $331,000
   related to the transaction.  In addition, the Fund utilized Morgens Loan
   proceeds at closing to retire the balance of the outstanding loans
   collateralized by first mortgages on its Chapman's Landing and Bishop
   Ranch properties in the amount of $130,853 and $1,959,409, respectively. 
   The Fund also used a portion of the proceeds from the Morgens Loan to
   pay a total of $3,250,000 pursuant to a final negotiated settlement of
   the Buckeye arbitration.

         Also on October 17, 1994, the Fund paid a total of $4,323,630 from
   the above Morgens Loan proceeds to Chase Manhattan Bank N.A. ("Chase"),
   in exchange for Chase's full release of its first mortgage lien on the
   Fund's Wayside Village property and portions of the Fund's Southbridge
   property which was pledged to secure a $14,069,462 outstanding loan from
   Chase (the "Original Wayside Loan").  The payment to Chase consisted of
   a partial principal payment of $4,220,839, which completely discharged
   the principal portion of the Original Wayside Loan aggregating
   $7,034,732 and accrued interest of $102,791.  Simultaneously, the Fund
   and Societe Generale ("SoGen") agreed to modify the terms of SoGen's
   $7,034,731 principal portion of the Original Wayside Loan (the "Amended
   Wayside Loan").  The terms of the loan modification agreement with SoGen
   (the "Amended Agreement") extended the maturity date of the Amended
   Wayside Loan to December 31, 1997 and provides for monthly interest
   payments in arrears at an interest rate of prime + 2%.  On August  1,
   1995, the prime rate as established per the terms of the amended
   agreement was 8.75%.  At the option of the Fund, the maturity date of
   the Amended Wayside Loan may be further extended for two one-year
   periods in the event certain conditions defined in the Amended Agreement
   are met.  SoGen also agreed to provide an additional $2,000,000
   revolving credit line (the "Wayside Revolving Loan") to fund development
   costs specifically associated with lot sales contracts for the Wayside
   Village property.  The terms of the Wayside Revolving Loan require the
   Fund to make monthly interest payments in arrears at an interest rate of
   prime + 3%.  The Amended and Revolving Wayside loans require principal
   to be repaid as lots are sold, based on specified release prices, and
   are cross-collateralized and cross-defaulted to each other.  In
   connection with the SoGen transactions, the Fund paid $34,731 to reduce
   the outstanding Amended Wayside Loan principal to $7,000,000.  The Fund
   also paid accrued interest of $102,791, loan fees of $95,000 and other
   fees and expenses totalling approximately $188,500 from the Morgens Loan
   proceeds, including $126,500 escrowed for future real estate taxes on
   Wayside Village.  As of June 30, 1995, the outstanding balance of the
   Amended Wayside Loan was $6,360,000.  As of June 30, 1995, the Fund had
   not made any draws on the Wayside Revolving Loan.  On August 4, 1995,
   the Fund requested a draw of approximately $465,000 on the Revolving
   Loan.

         Management of the Fund believes that the remaining proceeds from
   the Morgens Loan, future draws on the Wayside Revolving Loan, net
   proceeds from future lot and land parcel sales, and the eventual sale of
   120 S. Spalding as is or redeveloped, will enable the Fund to execute
   the business plans of its real estate assets and should provide
   sufficient funds to meet its reasonably expected liquidity needs for the
   foreseeable future.  During 1995, the Fund will proceed with its efforts
   to sell or redevelop the 120 S. Spalding property.  In addition, the
   Fund continues with its efforts to complete and sell finished lots to
   third-party homebuilders at Wayside Village and Chapman's Landing while
   continuing to work toward positioning these assets to maximize their
   value in their respective markets through further zoning enhancements
   and other infrastructure improvements.  (See Results of Operations for
   further details).

         On February 9, 1995, the Fund received cash distributions of
   $566,783 related to its interests in the liquidating trusts established
   for the benefit of the unsecured creditors of VMS Realty Partners and
   its affiliates ("VMS").  For the six months ended June 30, 1995, the
   Fund has recorded a $495,591 recovery of losses on mortgage loans, notes
   and interest receivable on its consolidated statement of income and
   expenses related to the distributions received from the liquidating
   trusts.  The $495,591 net recovery recorded in 1995 represents the
   $566,783 distributions received net of an estimated $71,192 due to the
   Class Action Settlement Fund representing the Fund's share of amounts
   due per the terms of the previously reported settlement of the VMS
   securities litigation.  As of June 30, 1995, the Fund has recorded
   $123,339 in distributions received from the liquidating trusts as a
   liability to the plaintiffs in accounts payable and accrued expenses on
   its consolidated balance sheet per the terms of the Class Action
   Settlement.  

            On January 25, 1994, the Fund received net proceeds of $796,985
   relating to a recovery of payments previously made into an escrow
   established as part of the class action settlement of the VMS securities
   litigation.  The escrow was established to provide the officers and
   directors of the Fund with monies to fund the cost of any litigation in
   which they may be named as defendants following settlement of the class
   action.  Subsequently, the directors have released the proceeds from the
   escrow, and the Fund has purchased an insurance policy to cover the
   officers and directors of the Fund.

         Management reviews the properties held by the Fund on a quarterly
   basis utilizing current market information, including appraisals, market
   studies, financial projections and sales comparisons.  When it has been
   determined, in management's opinion, that a permanent impairment in the
   value of a given property has occurred due to changes in market
   conditions and/or business strategy, the carrying value of the property
   is written down to its fair value.  

         The Fund's ability to make future distributions to its
   stockholders is dependent upon, among other things:  (i) the Fund's
   ability to control operating/development expenses and consummate sales
   of finished lots and land parcels as it implements its business plans
   for its development assets  utilizing the ultimate recovery of cash
   proceeds from the sale of the 120 S. Spalding property;  (ii) recovery
   on and distribution of cash proceeds from the assets of the liquidating
   trusts in which the Fund holds an interest; and (iii) the general
   improvement of conditions in the real estate markets where the Fund's
   properties are located.

   RESULTS OF OPERATIONS 

   GENERAL

         For the six months ended June 30, 1995 and 1994, the Fund recorded
   total income of $942,545 and $2,186,291, respectively.  For the quarters
   ended June 30, 1995 and 1994 the Fund recorded total income of $325,174
   and $972,571, respectively.  The decreases for the six months and
   quarter ended June 30, 1995 when compared to the same periods in 1994
   are primarily due to a decrease in operating property revenue. 
   Operating property revenue decreased to $800,033 for the six months
   ended June 30, 1995 from $2,148,460 for the same period in 1994.  For
   the quarters ended June 30, 1995 and 1994, operating property revenue
   decreased to $268,773 from $955,624, respectively.  The decrease in
   operating property revenue is primarily attributable to the May 1994
   sale of the Cascades Apartments and the 67% decrease in occupancy at the
   120 S. Spalding property which occurred in March 1995.  Partially
   offsetting this decline was an increase in interest income from cash and
   cash equivalents due to an increase in cash available for investment
   upon the receipt of cash proceeds from the Morgens Loan when compared to
   the same period one year ago. 

         Expenses from property activities totaled $1,441,396 and 
   $1,789,892 for the six months ended June 30, 1995 and 1994,
   respectively.  For the quarters ended June 30, 1995 and 1994, expenses
   from property activities totaled $685,493 and $859,950, respectively. 
   The decrease in expenses from property activities for the six months and
   quarter ended June 30, 1995 when compared to the same periods in 1994
   are primarily attributable to the sale of the Cascades Apartments, the
   sale of the 9025 Wilshire Blvd. building and the sale of the Rocky Point
   property in the second and third quarters of 1994.  Due to the property
   sales, operating property expenses, repairs and maintenance, real estate
   taxes and depreciation expense decreased by approximately $842,405 and
   $386,049 for the six months and quarter ended June 30, 1995,
   respectively, when compared to 1994.  Bad debt expense also decreased
   for the six months ended June 30, 1995 when compared to the same period
   in 1994 due to the favorable settlement of certain outstanding
   receivables in the amount of $13,000 at the 120 S. Spalding building
   which occurred during the six months ended June 30, 1995.  Partially
   offsetting these decreases was an increase of approximately $514,000 and
   $210,000 for the six months and quarter ended  June 30, 1995,
   respectively in development property expenditures due primarily to costs
   associated with the sales and marketing of Wayside Village and Chapman's
   Landing.

         Total other expenses for the six months ended June 30, 1995 and
   1994 were $2,073,260 and $1,926,060, respectively.  This change
   represents an increase of approximately $147,000 for the first six
   months of 1995 when compared to the same period in 1994.  The increase
   is primarily attributable to the increases in interest expense and
   amortization of deferred loan cost related to the Morgens Loan. In
   addition, the decrease in the recovery of losses on mortgage loans,
   notes and interest receivable and class action settlement costs and
   expenses is attributable to the January 25, 1994 receipt of $796,985
   representing net proceeds from a recovery of payments previously made
   into an escrow established as part of the class action settlement of the
   VMS securities litigation.  The 1994 recovery of $796,985 exceeded the
   $495,591 recovery of losses on mortgage loans, notes and interest
   receivable recorded by the Fund during the first quarter of 1995 by
   approximately $301,000.  The 1995 recovery related to the distributions
   received from the Fund's interests in the liquidating trusts as
   discussed above in Liquidity and Capital Resources.  Partially
   offsetting the increase in expenses was a decrease in other professional
   fees and general and administrative expenses.  Other professional fees
   decreased by $292,899 for the six months ended June 30, 1995 when
   compared to the same period in 1994, as a result of the decreased
   expenditures for legal costs attributable to the Buckeye arbitration
   discussed below.  For the six months ended June 30, 1995, general and
   administrative expenses decreased by $105,324 primarily due to a
   decrease in the number of hours spent by Banyan Management Corp.
   personnel on Fund-related matters.  During the same period in 1994, a
   significant amount of time and resources were devoted to exploring
   various sources of financing for the Fund, the Beverly Hills arbitration
   and the negotiating of the sale of the Cascades and Rocky Point
   properties.  For the quarter ended June 30, 1995 total other expenses
   decreased to $1,309,668 from $1,501,070 in 1994.  This change represents
   a decrease of approximately $191,000 for the quarter ended June 30, 1995
   when compared to the same period in 1994.  This decrease is primarily
   attributable to the decrease in other professional costs and interest
   expense and amortization of deferred loan costs.  Other professional
   fees decreased by $149,483 as a result of the decreased expenditures for
   legal costs attributable to the Buckeye arbitration.  Interest expense
   and amortization of deferred loan costs decreased primarily due to the
   Fund's write off of deferred loan costs during the second quarter of
   1994 related to the repayment of the Fund's obligation under the Heller
   loan.  Partially offsetting these decreases was the $43,742 increase in
   stockholder expenses due to the timing of payments for annual report and
   proxy related costs.  

         The net loss from operations of real estate venture relates to the
   Fund's interest in the Oakridge Partnership and decreased to $90,716
   from $213,798 for the six months ended June 30, 1995 and 1994,
   respectively.  For the quarters ended June 30, 1995 and 1994, net loss
   from operations of real estate decreased to $47,087 from $163,596 for
   the same period in 1994.  The decrease in the net loss from operations
   of real estate venture for the six months and quarter ended June 30,
   1995 and 1994 is primarily due to the completion of the zoning and
   entitlement work for the Oakridge site during 1994.

         Impacting the results for the six months and quarter ended June
   30, 1994 is the accrual by the Fund of an arbitration award in the
   amount of $3,768,743.  The Fund and Banyan Mortgage Investors L.P. II
   ("BMLPII), acting for itself and on behalf of THSP Associates L.P. II
   ("THSP") (formerly Banyan Mortgage Investors L.P. III), had agreed to
   resolve, by means of arbitration, the issue of the amount of
   compensation, if any, owed by the Fund to BMLPII in consideration for
   BMLPII's agreement to relinquish, and take no action with respect to its
   interests in certain Beverly Hills, California properties commonly known
   as the Buckeye properties when the Fund took control of certain of these
   properties in 1990.  On July 20, 1994, a majority of two members of a
   panel of three arbitrators awarded BMLPII approximately $3,768,000 in
   connection with this arbitration.  Subsequently a negotiated settlement
   was reached and on October 17, 1994, the Award was satisfied by the
   Fund's payment of $3,250,000 in full settlement. 

         For the six months and quarters ended June 30, 1995, the Fund
   recognized a gain on the disposition of real estate in the amount of
   $7,558 and $6,541, respectively related to lot sales at the Wayside
   Village property.   During the six months and quarter ended June 30,
   1994, the Fund recognized a gain on disposition of real estate of
   $2,828,660 and $2,864,083, respectively, primarily related to May 1994 
   sale of the Cascades Apartment building.  See Property Operations below
   for additional details.

         The combination of the above changes resulted in a net loss of
   $2,655,269 ($0.07 per share) for the six months ended June 30, 1995
   compared to a net loss of $2,683,542 ($0.07 per share) for the same
   period in 1994.  For the quarters ended June 30, 1995 and 1994, the Fund
   recorded  a net loss of $1,710,533 ($0.04 per share) and $2,456,705
   ($0.06 per share), respectively.  


   PROPERTY OPERATIONS 

         At June 30, 1995, the Fund owned an office building located at 120
   S. Spalding Dr. in Beverly Hills, California which was 27% leased (100%
   leased as of June 30, 1994).  For the six months ended June 30, 1995,
   the 120 S. Spalding property provided the Fund with cash flow from
   rental income in excess of operating expenses of approximately $360,000
   as compared to approximately $838,000 for 1994.  The $478,000 decrease
   in cash flow is due primarily to the expiration of the lease of the
   building's largest tenant, City National Bank ("City National"), which
   had occupied two-thirds of the building.  For the quarter ended June 30,
   1995, the 120 S. Spalding property provided the Fund with cash flow from
   rental income in excess of operating expenses of approximately $86,000. 
   With notification from City National that it was relocating and after
   completing the Morgens Loan, the Fund proceeded with the previously
   announced plan to redevelop and re-lease the space vacated by City
   National as medical office space along with marketing the property for
   sale.  For the six months ended June 30, 1995, the Fund has capitalized
   approximately $125,000 of monies spent to retenant the building. 
   Pursuant to recent cost projections assembled late in 1994 as part of
   the property's redevelopment plan, the revised projection of market
   leasing rates and the 17.5% interest cost on its new financing, the Fund
   determined that an immediate sale of the property could generate a
   return to shareholders which is likely comparable to the return (on a
   discounted present value basis) from redevelopment and subsequent sale.

         In addition to the 120 S. Spalding property, the Fund also owns
   four parcels of land.  During the six months ended June 30, 1995, the
   Fund disbursed a total of approximately $4,101,000, excluding mortgage
   loan principal repayments, for capitalized development costs and
   carrying costs which include approximately $958,000 on the Chapman's
   Landing property, approximately $2,551,000 on Wayside Village and
   approximately $592,000 on Bishop Ranch.  The expenditures were primarily
   for capitalized interest, real estate taxes, land planning, engineering
   site improvements and entitlement work.  (See discussion below for
   further details).

         The Fund's other large land parcel, the Southbridge project,
   consists of 2,048 acres, of which, 278 acres were previously zoned.  On
   January 5, 1993, the Prince William County Board of Supervisors approved
   the zoning and development plan for the remaining 1,770 acres of land in
   the project.  The total project is now included in the county's overall
   comprehensive zoning plan and is currently zoned for 4,100 residential
   units and 4,200,000 square feet of commercial space.  The Fund believes
   that inclusion of the project in the comprehensive zoning plan of the
   County enhances the property's value and marketability.

         The Fund will seek to implement its business plan for the
   Southbridge project which contemplates continued land planning and
   marketing efforts designed to achieve sales of certain portions of the
   project beginning during the third quarter of 1995.  The Fund
   contemplates selling small outlying portions of the site and would
   utilize 50% of any net sales proceeds to repay portions of the
   outstanding Morgen's Loan in advance of the schedule outlined in the
   business plan to facilitate this process. 

         The Wayside Village property was acquired by the Fund in May of
   1991.  The Fund is continuing to fund site-infrastructure work so that
   additional finished lots can be sold to third party developers and
   builders.  The project was originally zoned for 2,224 residential units
   and 280,000 square feet of commercial space.  During the six months
   ended June 30, 1995, the Fund sold 12 single family lots to a builder
   which generated gross lot sales proceeds of $720,707.  After payment of
   closing costs of $877, real estate taxes of $1,531 and other costs of
   $10,885, the Fund received net cash proceeds of $707,414.  The sale of
   the lots resulted in an aggregate net gain on disposition of real estate
   of $7,558.  It is the Fund's intention to fully implement its business
   plan to finish infrastructure and site improvements at Wayside Village. 
   As of June 30, 1995, there were 1,123 unfinished residential units and
   280,000 square feet of commercial space available for sale under the
   Fund's business plan.  The Fund's expenditures at Wayside Village have
   primarily been utilized for completion of engineering, lot development,
   capitalized interest, and real estate taxes.  Once further improvements
   are completed during 1995 at Wayside Village it is the Fund's belief
   that negotiations of additional sales contracts with national and
   regional builders and developers can be finalized and sales of finished
   lots and/or sections can be increased.

         In August 1992, the Chapman's Landing zoning and development plan
   was approved by Charles County and the project is now included in the
   overall comprehensive development plan for Charles County, Maryland. 
   During the first six months of 1995, the Fund has continued its efforts
   to modify the zoning and entitlements for Chapman's Landing and has
   completed engineering work on sections of Phase I of the project.  Phase
   I of the project consists of 330 acres and is planned for development of
   404 single-family homes and 172 townhomes.  On October 11, 1994 Charles
   County preliminarily approved proposed zoning modifications increasing
   the project's total density count to 4,600 residential units from 3,500
   units and 2,000,000 square feet of commercial space from 1,000,000
   square feet.  It is the Fund's intention to fully implement its business
   plan to begin infrastructure work on Phase I at Chapman's Landing in
   late 1995.  As of June 30, 1995, the Fund has executed sales contracts
   with two home developers for approximately 230 residential units in
   Phase I of the Chapman's Landing Development.  The two contracts are
   contingent upon the buyers completing their due diligence review of the
   site and plans.  Also, the Fund is currently in negotiations with
   several other national and regional builders and developers regarding
   additional sales contracts for finished lots and/or development sites in
   Phase I of Chapman's Landing.  The Fund anticipates that additional
   sales contracts will be finalized sometime in the last half of 1995 with
   sales of finished lots to builders beginning in 1996.  The Fund's
   expenditures at the Chapman's Landing have primarily been for completion
   of zoning and planning, engineering, capitalized interest, and real
   estate taxes.

         The Fund's Southbridge, Wayside Village and Chapman's Landing
   properties are located in the greater Washington D.C. metropolitan
   region which is continuing its recovery with new business growth and
   increasing employment.  Boosted by rising consumer confidence, an
   overall improvement in the economy continues even though the demand for
   lots during the first six months of 1995 declined as a result of the
   increases in interest rates on residential mortgage loans.  As a result
   of the most recent decline in residential mortgage rates, the Fund
   anticipates the demand for residential lots to improve during the final
   six months of 1995.

         During the six months ended June 30, 1995, the Fund continued to
   pursue modified entitlements on the Bishop Ranch property, located in
   Monterey County, California.  The Monterey peninsula's residential
   market has been relatively stable.  Due to the constraints on growth in
   the area imposed by growth management plans and the public's concern
   regarding the availability of water, management of the Fund believes
   that the land value of the project has not suffered from the severe
   declines in real estate values experienced in other areas of California. 
   In the future, the residential market should experience gradual growth
   as the demand for housing increases and the overall economy improves. 
   There can, however, be no assurance of such growth.

         The VST/VMIF Oakridge Partnership owns a 215-acre parcel of land
   located in Hollywood and Dania, Florida.   The Fund owns a 50% interest
   in this partnership which is accounted for on the equity method.  The
   remaining 50% is owned by Banyan Short Term Income Trust.  As of June
   30, 1995, the Partnership carried its 50% interest at $1,172,037.  Over
   the past several years, the Fund has worked to complete entitlement of
   the property and will be marketing it for sale.  Of the 215  acres, 185
   acres of the property are currently under contract for a gross sales
   price of approximately $4,000,000.  The Partnership is also working to
   modify approximately 25 acres of the parcel's existing zoning to allow
   for multifamily development and is in discussions with several potential
   purchasers.  The Partnership is also engaged in discussions with
   potential purchasers of the 5-acre retail parcel at the Oakridge site.

         950 L'Enfant Plaza is an office building in Washington D.C. with
   232,000 square feet of rentable space.  The building is an eight story
   office building with two parking levels located in a four-building
   complex called L'Enfant Plaza.  The property is currently under a
   renovation and retenanting program which is anticipated to be completed
   in 1996.  On November 19, 1991 the Fund entered into an agreement with
   the senior lender on a loan collateralized by the 950 L'Enfant Plaza
   Property.  The Fund received $250,000 in cash upon signing this
   agreement and is entitled to 2.5% of monthly cash flow from operation of
   the property, which provided approximately $28,000 and $81,000 in cash
   flow to the Fund for the six months ended 1995 and 1994, respectively. 
   The $53,000 decrease and current interruption in cash flow is due to the
   termination of the lease with the building's tenant while retenanting of
   the building is under way.  The Fund is also entitled to receive 4% of
   the gross sales proceeds of the property upon sale.  The Fund has no
   other ownership interest in this property and is not entitled to
   participate in the decisions of management in respect to the property.


   OTHER INFORMATION

         On January 30, 1995, the Fund notified the Internal Revenue
   Service of its intent to revoke its tax election to be treated as a real
   estate investment trust ("REIT") under section 856(c)(1) of the Internal
   Revenue Code of 1986, as amended, in order to enable it to develop its
   large tracts of undeveloped land and to avoid the adverse tax effects of
   being deemed a dealer of real property.  For the year ended December 31,
   1994, the Fund had elected to be treated as a REIT under the Internal
   Revenue Code Sections 856-860.  In order to qualify, the Fund was
   required to distribute at least 95% of its taxable income to
   shareholders and meet asset and income tests as well as certain other
   requirements.  


                                    PART II



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

         The Fund held its 1994 Annual Meeting of Stockholders on June 27,
   1995.

         There were three proposals considered at the Meeting.

         Proposal #1 was to elect Robert M. Ungerleider to hold office for
   three years or otherwise as provided in the Fund's by-laws.

         Proposal #2 was to concur in the selection of Coopers & Lybrand
   L.L.P. as independent public accountants of the Fund for the year 1995.

         Proposal #3 was to authorize and ratify the prior issuance of
   50,437 Award Shares to Mr. Leonard G. Levine pursuant to the terms of
   his Employment Agreement and to authorize the future issuance of Award
   Shares to Mr. Levine subject to satisfaction of conditions precedent to
   the issuance contained in the Employment Agreement.


         The following votes were cast in connection with the proposals in
   the manner as set forth:

          PROPOSAL #1
              FOR              AGAINST          ABSTAIN
              29,850,665            ---          1,661,792 


          PROPOSAL #2
              FOR              AGAINST          ABSTAIN
              30,258,848           681,000         572,609 


          PROPOSAL #3
              FOR              AGAINST          ABSTAIN
              24,629,763          5,424,004      1,458,600 



   ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

         (a)   No exhibits are included with this Report.

         (b)   No reports on Form 8-K were filed during the quarter ended
               June 30, 1995 for which this report is filed.





                                  SIGNATURES

        PURSUANT to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the Fund has duly caused this Report to
   be signed on its behalf by the undersigned thereunto duly authorized.

   BANYAN MORTGAGE INVESTMENT FUND



   By: /s/   Leonard G. Levine                        Date:  August 11, 1995
       Leonard G. Levine, President




   By: /s/   Joel L. Teglia                           Date:  August 11, 1995
       Joel L. Teglia, Vice President of
       Finance and Administration and Chief
       Financial and Accounting Officer
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 63887}]
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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, 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 1-9885

                        Banyan Mortgage Investment Fund           
            (Exact name of Registrant as specified in its charter)

                    Delaware                                 36-3465359     
        (State or other jurisdiction of                   (I.R.S. Employer  
         incorporation or organization)                  Identification No.)

   150 South Wacker Drive, Chicago, Illinois                    60606       
   (Address of principal executive offices)                   (Zip Code)    

   Registrant's telephone number, including area code      (312) 553-9800   

   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 .

   Shares of common stock outstanding as of August 11, 1995: 39,742,395.

                         PART I  FINANCIAL INFORMATION

   Item 1.  Financial Statements

                        BANYAN MORTGAGE INVESTMENT FUND
                          CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1995 AND DECEMBER 31, 1994
                                  (UNAUDITED)

                                            1995             1994     
     ASSETS
     Cash and Cash Equivalents           $  2,405,531    $  8,040,629 
     Repair, Improvement and Real
       Estate Tax Escrows                   1,035,448         602,211 
     Accounts Receivable (Net of
       Allowance for Doubtful Accounts                
       of $48,000 and $34,000 for                                     
       1995 and 1994, respectively)            25,505          18,509 
     Interest Receivable on Cash and
       Cash Equivalents                        67,551          84,272 
                                          ------------  ------------- 
                                            3,534,035       8,745,621 
                                         ------------   ------------- 

     Investment in Real Estate:
       Land                                79,286,137      79,400,569 
       Buildings and Improvements           2,111,713       1,986,851 
                                         ------------   ------------- 
                                           81,397,850      81,387,420 
       Less: Accumulated Depreciation      (1,835,303)     (1,645,927)
                                         ------------   ------------- 
                                           79,562,547      79,741,493 
       Developments in Progress            34,323,322      30,752,252 
                                         ------------   ------------- 
       Net Investment in Real Estate      113,885,869     110,493,745 
                                         ------------   ------------- 
     Net Investment in Real Estate
       Venture                              1,172,037       1,325,401 
     Deferred Financing Costs (Net of
       Accumulated Amortization of
       $233,008 and $68,034
       for 1995 and 1994,
       respectively)                        1,076,188       1,241,162 
     Other Assets                           2,585,935       2,861,997 
                                         ------------   ------------- 
     Total Assets                        $122,254,064   $ 124,667,926 
                                         ============   ============= 

     LIABILITIES AND STOCKHOLDERS'
       EQUITY
     Liabilities
     Accounts Payable and Accrued
       Expenses                          $  1,311,996   $   1,255,286 
     Interest Payable                         951,120         810,526 
     Real Estate Taxes Payable                196,564           ---   
     Mortgage Loans Payable                31,780,184      31,932,645 
                                         ------------    ------------ 
     Total Liabilities                     34,239,864      33,998,457 
                                         ------------    ------------ 
     Stockholders' Equity
     Shares of Common Stock, $0.01
       Par Value, 100,000,000 Shares
       Authorized, 39,762,495 Shares
       Issued                             348,162,496     348,162,496 
     Accumulated Deficit                 (260,136,980)   (257,481,711)
     Treasury Stock, at Cost, for
       20,100 Shares of Common Stock          (11,316)        (11,316)
                                         ------------    ------------ 

     Total Stockholders' Equity            88,014,200      90,669,469 
                                         ------------    ------------ 
     Total Liabilities and Stock-
       holders' Equity                   $122,254,064    $124,667,926 
                                         ============    ============ 

     Book Value Per Share of Common
       Stock (39,742,395 Shares
       Outstanding)                      $       2.21    $       2.28 
                                         ============    ============ 

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

                        BANYAN MORTGAGE INVESTMENT FUND
                CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
                FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                  (UNAUDITED)

                                               1995             1994    
     INCOME
     Income From Investing
       Activities:
       Interest on Cash and Cash
         Equivalents                      $    142,512     $     37,831 
     Income From Property Operating
       Activities:
       Operating Property Revenue              800,033        2,148,460 
                                          ------------     ------------ 
     Total Income                              942,545        2,186,291 
                                          ------------     ------------ 

     EXPENSES
     Expenses From Property
       Activities:
       Operating Property Expenses             221,401          649,271 
       Development Property Expenses           767,133          252,799 
       Repairs and Maintenance                  98,503          203,348 
       Real Estate Taxes                       159,407          307,199 
       Depreciation                            205,952          367,850 
       Bad Debt (Recovery) Expense             (11,000)           9,425 
                                          ------------     ------------ 
     Total Expenses From Property
       Activities                            1,441,396        1,789,892 
                                          ------------     ------------ 

     Other Expenses:
       Stockholder Expenses                    236,679          238,213 
       Directors' Fees, Expenses                                        
         and Insurance                         254,470          260,248 
       Other Professional Fees                 127,443          420,342 
       General and Administrative              629,961          735,285 
       Recovery of Losses on Mortgage
         Loans, Notes and Interest
         Receivable and Class Action
         Settlement Costs and Expenses        (495,591)        (796,985)
       Interest Expense and Amorti-
         zation of Deferred Loan
         Costs                               1,320,298        1,068,957 
                                          ------------     ------------ 

     Total Other Expenses                    2,073,260        1,926,060 
                                          ------------     ------------ 
     Total Expenses                          3,514,656        3,715,952 
                                          ------------     ------------ 
     Operating Loss                         (2,572,111)      (1,529,661)
     Net Loss From Operations of Real
       Estate Venture                          (90,716)        (213,798)
     Arbitration Award                           ---         (3,768,743)
     Gain on Dispositions of
       of Real Estate                            7,558        2,828,660 
                                          ------------     ------------ 

     Net Loss                             $ (2,655,269)    $ (2,683,542)
                                          ============     ============ 

     Net Loss Per Share of Common
       Stock (Based on Weight
       Average Number of Shares
       Outstanding of 39,742,395 
       and 39,707,306 during 1995
       and 1994, respectively)            $      (0.07)    $      (0.07)
                                          ============     ============ 

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

                        BANYAN MORTGAGE INVESTMENT FUND
                CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
               FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
                                  (UNAUDITED)

                                               1995             1994    
     INCOME
     Income From Investing
       Activities:
       Interest on Cash and Cash
         Equivalents                      $     56,401     $     16,947 

     Income From Property Operating
       Activities:
       Operating Property Revenue              268,773          955,624 
                                          ------------     ------------ 
     Total Income                              325,174          972,571 
                                          ------------     ------------ 

     EXPENSES
     Expenses From Property
       Activities:
       Operating Property Expenses             104,746          340,142 
       Development Property Expenses           354,612          145,020 
       Repairs and Maintenance                  50,661           79,491 
       Real Estate Taxes                        70,498          124,062 
       Depreciation                            102,976          171,235 
       Bad Debt Expense                          2,000            ---   
                                          ------------     ------------ 
     Total Expenses From Property
       Activities                              685,493          859,950 
                                          ------------     ------------ 

     Other Expenses:

       Stockholder Expenses                    164,832          121,090 
       Directors' Fees, Expenses                       
         and Insurance                         124,722          131,648 
       Other Professional Fees                  53,108          202,591 
       General and Administrative              328,162          336,995 
       Interest Expense and Amorti- 
         zation of Deferred Loan Costs         638,844          708,746 
                                          ------------     ------------ 
     Total Other Expenses                    1,309,668        1,501,070 
                                          ------------     ------------ 
     Total Expenses                          1,995,161        2,361,020 
                                          ------------     ------------ 
     Operating Loss                         (1,669,987)      (1,388,449)
     Net Loss From Operations
       of Real Estate Venture                  (47,087)        (163,596)
     Arbitration Award                           ---         (3,768,743)
     Gain on Dispositions
       of Real Estate                            6,541        2,864,083 
                                          ------------     ------------ 

     Net Loss                             $ (1,710,533)    $ (2,456,705)
                                          ============     ============ 

     Net Loss Per Share of Common
       Stock (Based on Weight
       Average Number of Shares
       Outstanding of 39,742,395 
       and 39,725,119 during 1995
       and 1994, respectively)            $      (0.04)    $      (0.06)
                                          ============     ============ 

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

   

                        BANYAN MORTGAGE INVESTMENT FUND
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE SIX MONTHS ENDED JUNE 30, 1995
                                  (UNAUDITED)
Common Stock          Accumulated    Treasury  
                        Shares         Amount        Deficit        Stock        Total
Stockholders'
     Equity, 
     December 31,
     1994             39,762,495    $348,162,496  $(257,481,711)  $ (11,316)   $90,669,469 

     Net Loss             ---             ---        (2,655,269)      ---       (2,655,269)
                      ----------    ------------  -------------   ---------    ----------- 

     Stock-
     holders'
     Equity,
     June 30, 1995    39,762,495    $348,162,496  $(260,136,980)  $ (11,316)   $88,014,200 
                      ==========    ============  =============   =========    ===========
The accompanying notes are an integral part of the consolidated
     financial statements.

                        BANYAN MORTGAGE INVESTMENT FUND
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                  (UNAUDITED)

                                                1995           1994     
    CASH FLOWS FROM OPERATING
      ACTIVITIES:

    NET LOSS                                $ (2,655,269)   $(2,683,542)

    Adjustments to Reconcile Net
      Loss to Net Cash Used In
      Operating Activities:
      Depreciation                               205,952        367,850 
      Amortization of Deferred
        Loan Costs                               164,974        541,726 
      (Recovery) Provision for Bad
        Debts                                    (11,000)         9,425 
      Gain on Disposition of Real
        Estate                                    (7,558)    (2,828,660)
      Net Loss From Operations of Real
        Estate Venture                            90,716        213,798 
      Deferred Interest Payable on
        Mortgage Loans                           824,764           ---  
    Net Change In:
      Interest Receivable on Cash and
        Cash Equivalents                          16,721        (61,776)
      Real Estate Tax Escrow                    (177,100)       235,717 
      Accounts Receivable                        (20,996)        67,275 
      Other Assets                               284,488       (398,511)
      Accounts Payable and Accrued
        Expenses                                  56,710        622,174 
      Real Estate Taxes Payable                  196,564       (149,238)
      Other Payable                                ---        3,768,743 
      Interest Payable                           140,594         76,114 
                                             -----------    ----------- 
    Net Cash Used In Operating
      Activities                                (890,440)      (218,905)
                                             -----------    ----------- 
    CASH FLOWS FROM INVESTING
      ACTIVITIES:

      Proceeds From Sale of Real Estate          707,414     15,023,949 
      Increase in Developments in
        Progress                              (4,101,398)    (3,370,424)
      Increase in Repair and
        Improvement Escrow                      (256,137)       (48,840)
      Distributions From (Investment
        In) Real Estate Venture                   62,648       (158,562)
      Purchases of Land and Property
        Improvements                            (179,960)         ---   
                                             -----------    ----------- 
    Net Cash (Used in) Provided
      By Investing Activities                 (3,767,433)    11,446,123 
                                             -----------    ----------- 

    CASH FLOWS FROM FINANCING
      ACTIVITIES:
    Issuance of Common Stock                       ---           59,667 
    Payment of Mortgage Loans Payable           (977,225)   (11,402,949)
                                             -----------    ----------- 
    Net Cash Used In Financing
      Activities                                (977,225)   (11,343,282)
                                             -----------    ----------- 

    Net Decrease in Cash and Cash
      Equivalents                             (5,635,098)      (116,064)

    Cash and Cash Equivalents at
      Beginning of Period                      8,040,629      3,682,343 
                                             -----------    ----------- 

    Cash and Cash Equivalents at
      End of Period                          $ 2,405,531    $ 3,566,279 
                                             ===========    =========== 

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

                        BANYAN MORTGAGE INVESTMENT FUND
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1995
                                  (UNAUDITED)

         Readers of this quarterly report should refer to Banyan Mortgage
   Investment Fund's (the "Fund") audited consolidated financial statements
   for the year ended December 31, 1994, which are included in the Fund's
   1994 Annual Report, as certain footnote disclosures which substantially
   duplicate those contained in such audited statements have been omitted
   from this report.

   1.    ACCOUNTING PRINCIPLES

   PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements, as of June 30,
   1995, include the accounts of the Fund, its wholly-owned subsidiaries
   and Chapman's Landing, Southbridge, Wayside Village and Bishop Ranch
   partnerships in which the Fund holds a controlling 50% general
   partnership interest.  Losses from these partnerships are allocated to
   the minority interest partners to the extent of their respective
   investments in the partnerships.  Since such partners have made no
   investment in the partnerships and are not obligated to fund losses in
   excess of their investment, their minority interest currently has no
   value, therefore the Fund has recorded all of the partnership's losses
   as of June 30, 1995.  Profits will be allocated pro rata to the minority
   interest partners to the extent that net proceeds generated from the
   projects exceed priority returns payable to the Fund.  All intercompany
   balances and transactions have been eliminated in consolidation.  The
   consolidated financial statements also include the Fund's 50% interest
   in the VST/VMIF Oakridge Partnership accounted for on the equity method.

   NON-CASH INVESTING AND FINANCING ACTIVITIES

         Pursuant to the Morgens, Waterfall, Vintiadis & Co., Inc., Credit
   Agreement executed October 17, 1994, the Fund has elected to defer
   payment of $824,764 of accrued interest, which has been added to the
   principal balance of the loan.

   CASH AND CASH EQUIVALENTS

         The Fund considers all investments purchased with a maturity of
   three months or less to be cash and cash equivalents.

   FINANCIAL STATEMENT PRESENTATION 

         Certain reclassifications have been made to the previously
   reported 1994 financial statements in order to provide comparability
   with the 1995 consolidated financial statements.  The reclassifications
   have not changed the 1994 operating results.  In the opinion of
   management, all adjustments necessary for a fair presentation have been
   made to the accompanying consolidated financial statements as of June
   30, 1995 and for the six months and quarter ended June 30, 1995 and
   1994.  These adjustments made to the financial statements, as presented,
   are all of a normal recurring nature to the Fund, unless otherwise
   indicated.

   INCOME TAXES

         On January 30, 1995, the Fund notified the Internal Revenue
   Service of its intent to revoke its tax election to be treated as a real
   estate investment trust ("REIT") under section 856(c)(1) of the Internal
   Revenue Code of 1986, as amended, in order to enable it to develop its
   large tracts of undeveloped land and to avoid the adverse tax effects of
   being deemed a dealer of real property.  For the year ended December 31,
   1994 the Fund had elected to be treated as a REIT under the Internal
   Revenue Code Sections 856-860.  In order to qualify, the Fund was
   required to distribute at least 95% of its taxable income to
   shareholders and meet asset and income tests as well as certain other
   requirements.  

         Income taxes are accounted for in accordance with SFAS No. 109
   "Accounting for Income Taxes."  Deferred income taxes are recorded to
   reflect the tax consequences on future years of differences between the
   basis of assets and liabilities for income tax and for financial
   reporting purposes.  In addition, the amounts of any future tax benefits
   are reduced by a valuation allowance to the extent such benefits are not
   expected to be fully realized.

   2.    TRANSACTIONS WITH AFFILIATES

         Administrative costs, primarily salaries and general and
   administrative expenses, are reimbursed by the Fund to Banyan Management
   Corp. ("BMC").  These costs are allocated to the Fund and other entities
   to which BMC provides administrative services based upon the actual
   number of hours spent by BMC personnel on matters related to that fund. 
   The Fund's costs for the six months ended June 30, 1995 and 1994
   aggregated $518,383 and $562,245, respectively.  As one of its
   administrative services, BMC serves as the paying agent for general and
   administrative costs of the Fund.  As part of providing this payment
   service, BMC maintains a bank account on behalf of the Fund.  As of June
   30, 1995, the Fund had a net payable due to BMC of $93,436.

   3.    INVESTMENT IN REAL ESTATE VENTURE

         On March 6, 1991, in satisfaction of their mortgage loans
   receivable, the Fund and Banyan Short Term Income Trust ("BST") each
   received a 50% interest in the VST/VMIF Oakridge Partnership pursuant to
   a deed-in-lieu agreement with the borrower.  The property is comprised
   of 215 acres located in Hollywood and Dania, Florida.  Of the 215 acres,
   185 acres of the property are currently under contract for a gross sales
   price of approximately $4,000,000.  The Partnership is also working to
   modify approximately 25 acres of the parcel's existing zoning to allow
   for multifamily development and is in discussions with several potential
   purchasers.  The Partnership is also engaged in discussions with
   potential purchasers of the 5-acre retail parcel at the Oakridge site. 
   Proceeds received from any future sale will first be applied to repay
   the remaining principal balance of an outstanding first mortgage loan
   holder of approximately $2,000,000 which is collateralized by the
   Oakridge site.  The Fund's 50% interest in the Partnership was initially
   recorded at its estimated fair market value of $568,121 and is being
   accounted for on the equity method.  Under this method, the Fund has
   recorded its 50% share of operating losses of $90,716 and $213,798 for
   the six months ended June 30, 1995 and 1994, respectively.

   4.    RECOVERY OF LOSSES ON LOANS, NOTES AND INTEREST RECEIVABLE AND
         CLASS ACTION SETTLEMENT COSTS AND EXPENSES

         On February 9, 1995, the Fund received cash distributions of
   $566,783 related to its interests in the liquidating trusts established
   for the benefit of the unsecured creditors of VMS Realty Partners and
   its affiliates ("VMS").  For the six months ended June 30, 1995, the
   Fund has recorded a $495,591 recovery of losses on mortgage loans, notes
   and interest receivable on its consolidated statement of income and
   expenses related to the distributions received from the liquidating
   trusts.  The $495,591 net recovery recorded in 1995 represents the
   $566,783 distributions received net of an estimated $71,192 due to the
   Class Action Settlement Fund representing the Fund's share of amounts
   due per the terms of the previously reported settlement of the VMS
   securities litigation.  As of June 30, 1995, the Fund has recorded
   $123,339 in distributions received from the liquidating trusts as a
   liability to the plaintiffs in accounts payable and accrued expenses on
   its consolidated balance sheet per the terms of the Class Action
   Settlement.

            On January 25, 1994, the Fund received net proceeds of $796,985
   relating to a recovery of payments previously made into an escrow
   established as part of the class action settlement of the VMS securities
   litigation.  The escrow was established to provide the officers and
   directors of the Fund with monies to fund the cost of any litigation in
   which they may be named as defendants following settlement of the class
   action.  Subsequently, the directors have released the proceeds from the
   escrow, and the Fund has purchased an insurance policy to cover the
   officers and directors of the Fund.

   5.    DISPOSITION AND GAIN ON SALE OF REAL ESTATE

         During the six months ended June 30, 1995, the Fund sold 12 single
   family lots to a home developer at the Fund's Wayside Development.  The
   sale of these lots generated gross sales proceeds of $720,707.  After
   payment of closing costs of $877, real estate taxes of $1,531 and other
   costs of $10,885 the Fund received net cash proceeds of $707,414 related
   to the sales.  The sale of these lots resulted in an aggregate net gain
   on disposition of real estate of $7,558.

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

   GENERAL 

         Banyan Mortgage Investment Fund was formed to invest primarily in
   construction, land, pre-development, short-term and junior mortgage
   loans, and secondarily, in short-term notes to VMS Realty Partners and
   its affiliates ("VMS").  VMS subsequently defaulted on these loans
   causing the Fund to suspend the making of new mortgage loans (except for
   advances of additional funds under circumstances in which it is deemed
   necessary to preserve the value of existing collateral) and suspended
   distributions to stockholders.

         The Fund's real estate asset base consists of a combination of an
   office building, four undeveloped or partially developed parcels of land
   aggregating approximately 5,400 acres and a 50% interest in an
   undeveloped parcel of land.  The Fund believes that the value of these
   assets can be enhanced through:  (i) prudent management, (ii)
   enhancement of the entitlements and zoning applicable to the undeveloped
   land, (iii) holding the assets until the underlying values in the
   various real estate markets returns to their historical levels and (iv)
   completing infrastructure improvements and development of lots for sale
   to builders.  More than half of the carrying value of the Fund's real
   estate assets, is comprised of undeveloped land which is located in
   metropolitan Washington D.C. and Northern California and is in various
   stages of the entitlement process.  The current market for the sale of
   undeveloped land is limited except at severely depressed prices. 
   Consequently, the Fund is attempting to enhance the value of these
   parcels by modifying their zoning and entitlements.  In addition, during
   the quarter ended December 31, 1994, the Fund completed a corporate
   level refinancing secured by many of its properties.  This refinancing
   will enable it to proceed with various infrastructure and improvements
   and to finish the development of lots for sale to residential and
   commercial builders.  (See below for further information detailing the
   Morgens, Waterfall, Vintiadis and Co., Inc., refinancing.)  The Fund
   believes that once entitlements and various infrastructure improvements
   are completed, the land will be more marketable, as the demand for
   residential lots improves, either in bulk or on a raw or finished lot
   basis.  During 1995, the Fund initiated marketing efforts to sell
   smaller portions of its four undeveloped parcels of land on an as is
   basis where the project's business plan does not call for site or
   improvements or zoning enhancements.  The sale of these smaller portions
   of undeveloped land projects will further contribute to the Fund's
   overall liquidity.  As a result of the recent expiration of a lease for
   two-thirds of the space at 120 S. Spalding, cost projections for the
   redevelopment of the property, the revised projection of market leasing
   rates and the 17.5% interest cost on the Morgens, Waterfall, Vintiadis &
   Co., Inc., financing discussed below, the Fund determined that an
   immediate sale of the property could generate a return to shareholders
   that is comparable to the proceeds available after incurring the expense
   of redeveloping and re-leasing the property.  The Fund is currently
   proceeding with marketing the property for sale while continuing with
   its efforts to redevelop and re-lease the vacated space.  In the event
   the property is sold pursuant to an acceptable offer, the resulting
   proceeds could be redirected to accelerate the completion of various
   site improvements and infrastructure at the Fund's four development
   projects and to reduce the Fund's long-term debt.   

   LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents consist of cash and short-term
   investments.  The Fund's cash and cash equivalents balance at June 30,
   1995 and December 31, 1994 was $2,405,531 and $8,040,629, respectively. 
   This decrease in cash and cash equivalents is due primarily to the
   payment of approximately $5,125,000 of expenses and capitalized items
   related to the Chapman's Landing, Wayside Village and Bishop Ranch
   properties, the payoff of approximately $977,000 of the Wayside Village
   and Southbridge mortgage loan principal, the purchase of approximately
   $180,000 of land and improvements and the payment of the Fund's
   operating expenses.  Partially offsetting the decreases in cash was the
   receipt of $707,414 of net proceeds from the Wayside Village lot sales,
   the receipt of a $566,783 distribution from the Fund's interest in the
   liquidating trusts established for the benefit of the unsecured
   creditors of VMS, income on cash and cash equivalents and income from
   property operating activities.

         Management has taken a number of steps to enhance the Fund's
   working capital position.  Over the past several years, the Fund's
   liquidity has been provided by cash generated from the operations of the
   Fund's existing operating properties which currently consists of 120 S.
   Spalding, interest on short term investments, cash proceeds from
   property sales, interim financing, and cash distributions received from
   the liquidating trusts.  Historically, these sources were not producing
   the working capital necessary to meet the requirements for both
   development and entitlement costs related to the Fund's development
   properties and to meet the Fund's operating costs.  

         On October 17, 1994, the Fund executed a Credit Agreement with
   Morgens, Waterfall, Vintiadis & Co. Inc. (the "Lenders' Agent") as agent
   for several institutional investors (the "Lenders") in connection with a
   loan in the amount of $20,500,000 (the "Morgens Loan").  Pursuant to the
   Credit Agreement, the Fund has agreed to make quarterly interest
   payments in arrears commencing January 1, 1995 at an annual rate of
   17.5% and is also obligated to make certain payments, which will be
   applied to repay loan principal, based on net cash flow generated by the
   Fund's individual real estate assets as defined in the Credit Agreement. 
   At its option, the Fund may elect to defer interest due on the Morgens
   Loan through September 30, 1995.  All such deferred interest would then
   be added to the outstanding principal of the loan.  On January 1, 1995,
   the Fund made the election to defer payment of accrued interest.  As of
   June 30, 1995 the Fund has deferred $824,764 of accrued interest.  The
   Fund has committed to reduce the unpaid principal balance of the loan to
   $11,000,000 by October 1, 1997 and must repay any remaining outstanding
   principal by September 30, 1998.  The Morgens Loan is collateralized by
   first mortgages on the Fund's 120 S. Spalding, Chapman's Landing, Bishop
   Ranch and portions of its Southbridge properties, as well as pledges of
   the common stock and partnership interests of the Fund's subsidiaries,
   its accounts receivable, bank accounts and all other tangible and
   intangible personal property.  As part of the same transaction, the
   Lenders also received warrants which entitle them to purchase up to
   4,380,000 shares of the Fund's common stock at any time until October 1,
   1998 at an exercise price of $0.70 per share.  The Fund has agreed to
   use its best efforts to cause the shares issuable upon exercise of the
   warrants to be registered under the Securities Act of 1933, as amended.

         Upon completion of the Morgens Loan closing, the Fund paid an
   advisory fee to the advisor representing the Lenders' Agents of
   $615,000, and paid accrued real estate taxes of $183,510, legal fees of
   $363,000 and other fees and expenses totaling approximately $331,000
   related to the transaction.  In addition, the Fund utilized Morgens Loan
   proceeds at closing to retire the balance of the outstanding loans
   collateralized by first mortgages on its Chapman's Landing and Bishop
   Ranch properties in the amount of $130,853 and $1,959,409, respectively. 
   The Fund also used a portion of the proceeds from the Morgens Loan to
   pay a total of $3,250,000 pursuant to a final negotiated settlement of
   the Buckeye arbitration.

         Also on October 17, 1994, the Fund paid a total of $4,323,630 from
   the above Morgens Loan proceeds to Chase Manhattan Bank N.A. ("Chase"),
   in exchange for Chase's full release of its first mortgage lien on the
   Fund's Wayside Village property and portions of the Fund's Southbridge
   property which was pledged to secure a $14,069,462 outstanding loan from
   Chase (the "Original Wayside Loan").  The payment to Chase consisted of
   a partial principal payment of $4,220,839, which completely discharged
   the principal portion of the Original Wayside Loan aggregating
   $7,034,732 and accrued interest of $102,791.  Simultaneously, the Fund
   and Societe Generale ("SoGen") agreed to modify the terms of SoGen's
   $7,034,731 principal portion of the Original Wayside Loan (the "Amended
   Wayside Loan").  The terms of the loan modification agreement with SoGen
   (the "Amended Agreement") extended the maturity date of the Amended
   Wayside Loan to December 31, 1997 and provides for monthly interest
   payments in arrears at an interest rate of prime + 2%.  On August  1,
   1995, the prime rate as established per the terms of the amended
   agreement was 8.75%.  At the option of the Fund, the maturity date of
   the Amended Wayside Loan may be further extended for two one-year
   periods in the event certain conditions defined in the Amended Agreement
   are met.  SoGen also agreed to provide an additional $2,000,000
   revolving credit line (the "Wayside Revolving Loan") to fund development
   costs specifically associated with lot sales contracts for the Wayside
   Village property.  The terms of the Wayside Revolving Loan require the
   Fund to make monthly interest payments in arrears at an interest rate of
   prime + 3%.  The Amended and Revolving Wayside loans require principal
   to be repaid as lots are sold, based on specified release prices, and
   are cross-collateralized and cross-defaulted to each other.  In
   connection with the SoGen transactions, the Fund paid $34,731 to reduce
   the outstanding Amended Wayside Loan principal to $7,000,000.  The Fund
   also paid accrued interest of $102,791, loan fees of $95,000 and other
   fees and expenses totalling approximately $188,500 from the Morgens Loan
   proceeds, including $126,500 escrowed for future real estate taxes on
   Wayside Village.  As of June 30, 1995, the outstanding balance of the
   Amended Wayside Loan was $6,360,000.  As of June 30, 1995, the Fund had
   not made any draws on the Wayside Revolving Loan.  On August 4, 1995,
   the Fund requested a draw of approximately $465,000 on the Revolving
   Loan.

         Management of the Fund believes that the remaining proceeds from
   the Morgens Loan, future draws on the Wayside Revolving Loan, net
   proceeds from future lot and land parcel sales, and the eventual sale of
   120 S. Spalding as is or redeveloped, will enable the Fund to execute
   the business plans of its real estate assets and should provide
   sufficient funds to meet its reasonably expected liquidity needs for the
   foreseeable future.  During 1995, the Fund will proceed with its efforts
   to sell or redevelop the 120 S. Spalding property.  In addition, the
   Fund continues with its efforts to complete and sell finished lots to
   third-party homebuilders at Wayside Village and Chapman's Landing while
   continuing to work toward positioning these assets to maximize their
   value in their respective markets through further zoning enhancements
   and other infrastructure improvements.  (See Results of Operations for
   further details).

         On February 9, 1995, the Fund received cash distributions of
   $566,783 related to its interests in the liquidating trusts established
   for the benefit of the unsecured creditors of VMS Realty Partners and
   its affiliates ("VMS").  For the six months ended June 30, 1995, the
   Fund has recorded a $495,591 recovery of losses on mortgage loans, notes
   and interest receivable on its consolidated statement of income and
   expenses related to the distributions received from the liquidating
   trusts.  The $495,591 net recovery recorded in 1995 represents the
   $566,783 distributions received net of an estimated $71,192 due to the
   Class Action Settlement Fund representing the Fund's share of amounts
   due per the terms of the previously reported settlement of the VMS
   securities litigation.  As of June 30, 1995, the Fund has recorded
   $123,339 in distributions received from the liquidating trusts as a
   liability to the plaintiffs in accounts payable and accrued expenses on
   its consolidated balance sheet per the terms of the Class Action
   Settlement.  

            On January 25, 1994, the Fund received net proceeds of $796,985
   relating to a recovery of payments previously made into an escrow
   established as part of the class action settlement of the VMS securities
   litigation.  The escrow was established to provide the officers and
   directors of the Fund with monies to fund the cost of any litigation in
   which they may be named as defendants following settlement of the class
   action.  Subsequently, the directors have released the proceeds from the
   escrow, and the Fund has purchased an insurance policy to cover the
   officers and directors of the Fund.

         Management reviews the properties held by the Fund on a quarterly
   basis utilizing current market information, including appraisals, market
   studies, financial projections and sales comparisons.  When it has been
   determined, in management's opinion, that a permanent impairment in the
   value of a given property has occurred due to changes in market
   conditions and/or business strategy, the carrying value of the property
   is written down to its fair value.  

         The Fund's ability to make future distributions to its
   stockholders is dependent upon, among other things:  (i) the Fund's
   ability to control operating/development expenses and consummate sales
   of finished lots and land parcels as it implements its business plans
   for its development assets  utilizing the ultimate recovery of cash
   proceeds from the sale of the 120 S. Spalding property;  (ii) recovery
   on and distribution of cash proceeds from the assets of the liquidating
   trusts in which the Fund holds an interest; and (iii) the general
   improvement of conditions in the real estate markets where the Fund's
   properties are located.

   RESULTS OF OPERATIONS 

   GENERAL

         For the six months ended June 30, 1995 and 1994, the Fund recorded
   total income of $942,545 and $2,186,291, respectively.  For the quarters
   ended June 30, 1995 and 1994 the Fund recorded total income of $325,174
   and $972,571, respectively.  The decreases for the six months and
   quarter ended June 30, 1995 when compared to the same periods in 1994
   are primarily due to a decrease in operating property revenue. 
   Operating property revenue decreased to $800,033 for the six months
   ended June 30, 1995 from $2,148,460 for the same period in 1994.  For
   the quarters ended June 30, 1995 and 1994, operating property revenue
   decreased to $268,773 from $955,624, respectively.  The decrease in
   operating property revenue is primarily attributable to the May 1994
   sale of the Cascades Apartments and the 67% decrease in occupancy at the
   120 S. Spalding property which occurred in March 1995.  Partially
   offsetting this decline was an increase in interest income from cash and
   cash equivalents due to an increase in cash available for investment
   upon the receipt of cash proceeds from the Morgens Loan when compared to
   the same period one year ago. 

         Expenses from property activities totaled $1,441,396 and 
   $1,789,892 for the six months ended June 30, 1995 and 1994,
   respectively.  For the quarters ended June 30, 1995 and 1994, expenses
   from property activities totaled $685,493 and $859,950, respectively. 
   The decrease in expenses from property activities for the six months and
   quarter ended June 30, 1995 when compared to the same periods in 1994
   are primarily attributable to the sale of the Cascades Apartments, the
   sale of the 9025 Wilshire Blvd. building and the sale of the Rocky Point
   property in the second and third quarters of 1994.  Due to the property
   sales, operating property expenses, repairs and maintenance, real estate
   taxes and depreciation expense decreased by approximately $842,405 and
   $386,049 for the six months and quarter ended June 30, 1995,
   respectively, when compared to 1994.  Bad debt expense also decreased
   for the six months ended June 30, 1995 when compared to the same period
   in 1994 due to the favorable settlement of certain outstanding
   receivables in the amount of $13,000 at the 120 S. Spalding building
   which occurred during the six months ended June 30, 1995.  Partially
   offsetting these decreases was an increase of approximately $514,000 and
   $210,000 for the six months and quarter ended  June 30, 1995,
   respectively in development property expenditures due primarily to costs
   associated with the sales and marketing of Wayside Village and Chapman's
   Landing.

         Total other expenses for the six months ended June 30, 1995 and
   1994 were $2,073,260 and $1,926,060, respectively.  This change
   represents an increase of approximately $147,000 for the first six
   months of 1995 when compared to the same period in 1994.  The increase
   is primarily attributable to the increases in interest expense and
   amortization of deferred loan cost related to the Morgens Loan. In
   addition, the decrease in the recovery of losses on mortgage loans,
   notes and interest receivable and class action settlement costs and
   expenses is attributable to the January 25, 1994 receipt of $796,985
   representing net proceeds from a recovery of payments previously made
   into an escrow established as part of the class action settlement of the
   VMS securities litigation.  The 1994 recovery of $796,985 exceeded the
   $495,591 recovery of losses on mortgage loans, notes and interest
   receivable recorded by the Fund during the first quarter of 1995 by
   approximately $301,000.  The 1995 recovery related to the distributions
   received from the Fund's interests in the liquidating trusts as
   discussed above in Liquidity and Capital Resources.  Partially
   offsetting the increase in expenses was a decrease in other professional
   fees and general and administrative expenses.  Other professional fees
   decreased by $292,899 for the six months ended June 30, 1995 when
   compared to the same period in 1994, as a result of the decreased
   expenditures for legal costs attributable to the Buckeye arbitration
   discussed below.  For the six months ended June 30, 1995, general and
   administrative expenses decreased by $105,324 primarily due to a
   decrease in the number of hours spent by Banyan Management Corp.
   personnel on Fund-related matters.  During the same period in 1994, a
   significant amount of time and resources were devoted to exploring
   various sources of financing for the Fund, the Beverly Hills arbitration
   and the negotiating of the sale of the Cascades and Rocky Point
   properties.  For the quarter ended June 30, 1995 total other expenses
   decreased to $1,309,668 from $1,501,070 in 1994.  This change represents
   a decrease of approximately $191,000 for the quarter ended June 30, 1995
   when compared to the same period in 1994.  This decrease is primarily
   attributable to the decrease in other professional costs and interest
   expense and amortization of deferred loan costs.  Other professional
   fees decreased by $149,483 as a result of the decreased expenditures for
   legal costs attributable to the Buckeye arbitration.  Interest expense
   and amortization of deferred loan costs decreased primarily due to the
   Fund's write off of deferred loan costs during the second quarter of
   1994 related to the repayment of the Fund's obligation under the Heller
   loan.  Partially offsetting these decreases was the $43,742 increase in
   stockholder expenses due to the timing of payments for annual report and
   proxy related costs.  

         The net loss from operations of real estate venture relates to the
   Fund's interest in the Oakridge Partnership and decreased to $90,716
   from $213,798 for the six months ended June 30, 1995 and 1994,
   respectively.  For the quarters ended June 30, 1995 and 1994, net loss
   from operations of real estate decreased to $47,087 from $163,596 for
   the same period in 1994.  The decrease in the net loss from operations
   of real estate venture for the six months and quarter ended June 30,
   1995 and 1994 is primarily due to the completion of the zoning and
   entitlement work for the Oakridge site during 1994.

         Impacting the results for the six months and quarter ended June
   30, 1994 is the accrual by the Fund of an arbitration award in the
   amount of $3,768,743.  The Fund and Banyan Mortgage Investors L.P. II
   ("BMLPII), acting for itself and on behalf of THSP Associates L.P. II
   ("THSP") (formerly Banyan Mortgage Investors L.P. III), had agreed to
   resolve, by means of arbitration, the issue of the amount of
   compensation, if any, owed by the Fund to BMLPII in consideration for
   BMLPII's agreement to relinquish, and take no action with respect to its
   interests in certain Beverly Hills, California properties commonly known
   as the Buckeye properties when the Fund took control of certain of these
   properties in 1990.  On July 20, 1994, a majority of two members of a
   panel of three arbitrators awarded BMLPII approximately $3,768,000 in
   connection with this arbitration.  Subsequently a negotiated settlement
   was reached and on October 17, 1994, the Award was satisfied by the
   Fund's payment of $3,250,000 in full settlement. 

         For the six months and quarters ended June 30, 1995, the Fund
   recognized a gain on the disposition of real estate in the amount of
   $7,558 and $6,541, respectively related to lot sales at the Wayside
   Village property.   During the six months and quarter ended June 30,
   1994, the Fund recognized a gain on disposition of real estate of
   $2,828,660 and $2,864,083, respectively, primarily related to May 1994 
   sale of the Cascades Apartment building.  See Property Operations below
   for additional details.

         The combination of the above changes resulted in a net loss of
   $2,655,269 ($0.07 per share) for the six months ended June 30, 1995
   compared to a net loss of $2,683,542 ($0.07 per share) for the same
   period in 1994.  For the quarters ended June 30, 1995 and 1994, the Fund
   recorded  a net loss of $1,710,533 ($0.04 per share) and $2,456,705
   ($0.06 per share), respectively.  

   PROPERTY OPERATIONS 

         At June 30, 1995, the Fund owned an office building located at 120
   S. Spalding Dr. in Beverly Hills, California which was 27% leased (100%
   leased as of June 30, 1994).  For the six months ended June 30, 1995,
   the 120 S. Spalding property provided the Fund with cash flow from
   rental income in excess of operating expenses of approximately $360,000
   as compared to approximately $838,000 for 1994.  The $478,000 decrease
   in cash flow is due primarily to the expiration of the lease of the
   building's largest tenant, City National Bank ("City National"), which
   had occupied two-thirds of the building.  For the quarter ended June 30,
   1995, the 120 S. Spalding property provided the Fund with cash flow from
   rental income in excess of operating expenses of approximately $86,000. 
   With notification from City National that it was relocating and after
   completing the Morgens Loan, the Fund proceeded with the previously
   announced plan to redevelop and re-lease the space vacated by City
   National as medical office space along with marketing the property for
   sale.  For the six months ended June 30, 1995, the Fund has capitalized
   approximately $125,000 of monies spent to retenant the building. 
   Pursuant to recent cost projections assembled late in 1994 as part of
   the property's redevelopment plan, the revised projection of market
   leasing rates and the 17.5% interest cost on its new financing, the Fund
   determined that an immediate sale of the property could generate a
   return to shareholders which is likely comparable to the return (on a
   discounted present value basis) from redevelopment and subsequent sale.

         In addition to the 120 S. Spalding property, the Fund also owns
   four parcels of land.  During the six months ended June 30, 1995, the
   Fund disbursed a total of approximately $4,101,000, excluding mortgage
   loan principal repayments, for capitalized development costs and
   carrying costs which include approximately $958,000 on the Chapman's
   Landing property, approximately $2,551,000 on Wayside Village and
   approximately $592,000 on Bishop Ranch.  The expenditures were primarily
   for capitalized interest, real estate taxes, land planning, engineering
   site improvements and entitlement work.  (See discussion below for
   further details).

         The Fund's other large land parcel, the Southbridge project,
   consists of 2,048 acres, of which, 278 acres were previously zoned.  On
   January 5, 1993, the Prince William County Board of Supervisors approved
   the zoning and development plan for the remaining 1,770 acres of land in
   the project.  The total project is now included in the county's overall
   comprehensive zoning plan and is currently zoned for 4,100 residential
   units and 4,200,000 square feet of commercial space.  The Fund believes
   that inclusion of the project in the comprehensive zoning plan of the
   County enhances the property's value and marketability.

         The Fund will seek to implement its business plan for the
   Southbridge project which contemplates continued land planning and
   marketing efforts designed to achieve sales of certain portions of the
   project beginning during the third quarter of 1995.  The Fund
   contemplates selling small outlying portions of the site and would
   utilize 50% of any net sales proceeds to repay portions of the
   outstanding Morgen's Loan in advance of the schedule outlined in the
   business plan to facilitate this process. 

         The Wayside Village property was acquired by the Fund in May of
   1991.  The Fund is continuing to fund site-infrastructure work so that
   additional finished lots can be sold to third party developers and
   builders.  The project was originally zoned for 2,224 residential units
   and 280,000 square feet of commercial space.  During the six months
   ended June 30, 1995, the Fund sold 12 single family lots to a builder
   which generated gross lot sales proceeds of $720,707.  After payment of
   closing costs of $877, real estate taxes of $1,531 and other costs of
   $10,885, the Fund received net cash proceeds of $707,414.  The sale of
   the lots resulted in an aggregate net gain on disposition of real estate
   of $7,558.  It is the Fund's intention to fully implement its business
   plan to finish infrastructure and site improvements at Wayside Village. 
   As of June 30, 1995, there were 1,123 unfinished residential units and
   280,000 square feet of commercial space available for sale under the
   Fund's business plan.  The Fund's expenditures at Wayside Village have
   primarily been utilized for completion of engineering, lot development,
   capitalized interest, and real estate taxes.  Once further improvements
   are completed during 1995 at Wayside Village it is the Fund's belief
   that negotiations of additional sales contracts with national and
   regional builders and developers can be finalized and sales of finished
   lots and/or sections can be increased.

         In August 1992, the Chapman's Landing zoning and development plan
   was approved by Charles County and the project is now included in the
   overall comprehensive development plan for Charles County, Maryland. 
   During the first six months of 1995, the Fund has continued its efforts
   to modify the zoning and entitlements for Chapman's Landing and has
   completed engineering work on sections of Phase I of the project.  Phase
   I of the project consists of 330 acres and is planned for development of
   404 single-family homes and 172 townhomes.  On October 11, 1994 Charles
   County preliminarily approved proposed zoning modifications increasing
   the project's total density count to 4,600 residential units from 3,500
   units and 2,000,000 square feet of commercial space from 1,000,000
   square feet.  It is the Fund's intention to fully implement its business
   plan to begin infrastructure work on Phase I at Chapman's Landing in
   late 1995.  As of June 30, 1995, the Fund has executed sales contracts
   with two home developers for approximately 230 residential units in
   Phase I of the Chapman's Landing Development.  The two contracts are
   contingent upon the buyers completing their due diligence review of the
   site and plans.  Also, the Fund is currently in negotiations with
   several other national and regional builders and developers regarding
   additional sales contracts for finished lots and/or development sites in
   Phase I of Chapman's Landing.  The Fund anticipates that additional
   sales contracts will be finalized sometime in the last half of 1995 with
   sales of finished lots to builders beginning in 1996.  The Fund's
   expenditures at the Chapman's Landing have primarily been for completion
   of zoning and planning, engineering, capitalized interest, and real
   estate taxes.

         The Fund's Southbridge, Wayside Village and Chapman's Landing
   properties are located in the greater Washington D.C. metropolitan
   region which is continuing its recovery with new business growth and
   increasing employment.  Boosted by rising consumer confidence, an
   overall improvement in the economy continues even though the demand for
   lots during the first six months of 1995 declined as a result of the
   increases in interest rates on residential mortgage loans.  As a result
   of the most recent decline in residential mortgage rates, the Fund
   anticipates the demand for residential lots to improve during the final
   six months of 1995.

         During the six months ended June 30, 1995, the Fund continued to
   pursue modified entitlements on the Bishop Ranch property, located in
   Monterey County, California.  The Monterey peninsula's residential
   market has been relatively stable.  Due to the constraints on growth in
   the area imposed by growth management plans and the public's concern
   regarding the availability of water, management of the Fund believes
   that the land value of the project has not suffered from the severe
   declines in real estate values experienced in other areas of California. 
   In the future, the residential market should experience gradual growth
   as the demand for housing increases and the overall economy improves. 
   There can, however, be no assurance of such growth.

         The VST/VMIF Oakridge Partnership owns a 215-acre parcel of land
   located in Hollywood and Dania, Florida.   The Fund owns a 50% interest
   in this partnership which is accounted for on the equity method.  The
   remaining 50% is owned by Banyan Short Term Income Trust.  As of June
   30, 1995, the Partnership carried its 50% interest at $1,172,037.  Over
   the past several years, the Fund has worked to complete entitlement of
   the property and will be marketing it for sale.  Of the 215  acres, 185
   acres of the property are currently under contract for a gross sales
   price of approximately $4,000,000.  The Partnership is also working to
   modify approximately 25 acres of the parcel's existing zoning to allow
   for multifamily development and is in discussions with several potential
   purchasers.  The Partnership is also engaged in discussions with
   potential purchasers of the 5-acre retail parcel at the Oakridge site.

         950 L'Enfant Plaza is an office building in Washington D.C. with
   232,000 square feet of rentable space.  The building is an eight story
   office building with two parking levels located in a four-building
   complex called L'Enfant Plaza.  The property is currently under a
   renovation and retenanting program which is anticipated to be completed
   in 1996.  On November 19, 1991 the Fund entered into an agreement with
   the senior lender on a loan collateralized by the 950 L'Enfant Plaza
   Property.  The Fund received $250,000 in cash upon signing this
   agreement and is entitled to 2.5% of monthly cash flow from operation of
   the property, which provided approximately $28,000 and $81,000 in cash
   flow to the Fund for the six months ended 1995 and 1994, respectively. 
   The $53,000 decrease and current interruption in cash flow is due to the
   termination of the lease with the building's tenant while retenanting of
   the building is under way.  The Fund is also entitled to receive 4% of
   the gross sales proceeds of the property upon sale.  The Fund has no
   other ownership interest in this property and is not entitled to
   participate in the decisions of management in respect to the property.

   OTHER INFORMATION

         On January 30, 1995, the Fund notified the Internal Revenue
   Service of its intent to revoke its tax election to be treated as a real
   estate investment trust ("REIT") under section 856(c)(1) of the Internal
   Revenue Code of 1986, as amended, in order to enable it to develop its
   large tracts of undeveloped land and to avoid the adverse tax effects of
   being deemed a dealer of real property.  For the year ended December 31,
   1994, the Fund had elected to be treated as a REIT under the Internal
   Revenue Code Sections 856-860.  In order to qualify, the Fund was
   required to distribute at least 95% of its taxable income to
   shareholders and meet asset and income tests as well as certain other
   requirements.  

                                    PART II

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

         The Fund held its 1994 Annual Meeting of Stockholders on June 27,
   1995.

         There were three proposals considered at the Meeting.

         Proposal #1 was to elect Robert M. Ungerleider to hold office for
   three years or otherwise as provided in the Fund's by-laws.

         Proposal #2 was to concur in the selection of Coopers & Lybrand
   L.L.P. as independent public accountants of the Fund for the year 1995.

         Proposal #3 was to authorize and ratify the prior issuance of
   50,437 Award Shares to Mr. Leonard G. Levine pursuant to the terms of
   his Employment Agreement and to authorize the future issuance of Award
   Shares to Mr. Levine subject to satisfaction of conditions precedent to
   the issuance contained in the Employment Agreement.

         The following votes were cast in connection with the proposals in
   the manner as set forth:

          PROPOSAL #1
              FOR              AGAINST          ABSTAIN
              29,850,665            ---          1,661,792 

          PROPOSAL #2
              FOR              AGAINST          ABSTAIN
              30,258,848           681,000         572,609 

          PROPOSAL #3
              FOR              AGAINST          ABSTAIN
              24,629,763          5,424,004      1,458,600 

   ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

         (a)   No exhibits are included with this Report.

         (b)   No reports on Form 8-K were filed during the quarter ended
               June 30, 1995 for which this report is filed.

                                  SIGNATURES

        PURSUANT to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the Fund has duly caused this Report to
   be signed on its behalf by the undersigned thereunto duly authorized.

   BANYAN MORTGAGE INVESTMENT FUND

   By: /s/   Leonard G. Levine                        Date:  August 11, 1995
       Leonard G. Levine, President

   By: /s/   Joel L. Teglia                           Date:  August 11, 1995
       Joel L. Teglia, Vice President of
       Finance and Administration and Chief
       Financial and Accounting Officer