Item 1.	 Business.
(a) General Development of Business Certificates of Participation ("COPs") represent an assignment from the issuing general partners of some, but not all, of their rights to participate in the profits, losses and gains of, and to receive distributions from Burger King Limited Partnership I, Burger King Limited Partnership II, and Burger King Limited Partnership III. The issuing general partners and their respective partnerships are BK I Realty Inc. (formerly Shearson/BK Realty, Inc.) ("GP-I"), a New York corporation and the general partner of Burger King Limited Partnership I ("BK-I"), a New York limited partnership; BK II Properties Inc. (formerly Shearson/BK Properties, Inc.) ("GP-II"), a New York corporation and the general partner of Burger King Limited Partnership II ("BK-II"), a New York limited partnership; and BK III Restaurants Inc. (formerly Shearson/BK Restaurants, Inc.) ("GP-III"), a New York corporation and general partner of Burger King Limited Partnership III ("BK-III"), a New York limited partnership. (G P-I, GP-II, and GP-III are collectively referred to herein as the "General Partners". BK-I, BK-II, and BK-III are collectively referred to herein as the "Partnerships".) All the General Partners are affiliates of Lehman Brothers Inc. ("Lehman") (formerly Shearson Lehman Brothers, Inc. ("Shearson"), (see Item 10).
COPs includes an assignment from GP-I of some, but not all, of GP-I's rights to participate in the profits, losses and gains of, and to receive distributions from BK-I (the "BK-I COPs"). More specifically, BK-I COPs represent, in the aggregate, an assignment to the holders of the BK-I COPs ("BK-I COPs Holders") as defined under the terms of the partnership agreement of BK-I (the "BK-I Partnership Agreement"), the rights of GP-I to receive (i) as distributions from BK-I, up to an additional 4% of BK-I net cash flow from operations for each year that the BK-I limited partners have received cash distributions equal to 12 1/2% per annum of their BK-I remaining invested capital, and, after BK-I Payout, as defined in the BK-I Partnership Agreement, (BK-I "Payout"), 8.89% of BK-I net property disposition proceeds; and (ii) as allocations by BK-I, 4% of any excess of net taxable income over BK-I net cash flow from operations; after BK-I Payout, 10.11% of losses; and after BK-I Payout, 10.11% of gain on disposition of BK-I's properties (collectively, the "BK-I Assigned Interest"). The BK-I Assigned Interest has been assigned in equal parts to the BK-I COPs Holders. The unassigned portion of the rights of GP-I to receive distributions and allocations from BK-I represents GP-I's retained interest.
COPs also includes an assignment from GP-II of some, but not all, of GP-II's rights to participate in the profits, losses and gains of, and to receive distributions from BK-II (the "BK-II COPs"). More specifically, BK-II COPs represent, in the aggregate, an assignment to the holders of the BK-II COPs ("BK-II COPs Holders") as defined under the terms of the partnership agreement of BK-II (the "BK-II Partnership Agreement"), the rights of GP-II to receive distributions from, and allocations by, BK-II in amounts identical to those for the BK-I Assigned Interest (collectively, the "BK-II Assigned Interest"). The BK-II Assigned Interest has been assigned in equal parts to the BK-II COPs Holders. The unassigned portion of the rights of GP-II to receive distributions and allocations from BK-II represents GP-II's retained interest.
Finally, COPs includes an assignment from GP-III of some, but not all, of GP-III's rights to participate in the profits, losses and gains of, and to receive distributions from BK-III (the "BK-III COPs"). More specifically, BK-III COPs represent, in the aggregate, an assignment to the holders of the BK-III COPs ("BK-III COPs Holders") as defined under the terms of the partnership agreement of BK-III (the "BK-III Partnership Agreement")(collectively, the BK-I Partnership Agreement, the BK-II Partnership Agreement and the BK-III Partnership Agreement are defined as the "Partnership Agreements"), the rights of GP-III to receive (i) as distributions from BK-III, 4% of BK-III net cash flow from operations for each year and, after BK-III Payout, as defined in the BK-III Partnership Agreement, (BK-III "Payout"), 4.7% of BK-III net property disposition proceeds; and (ii) as allocations by BK-III, 4% of net taxable income; after BK-III Payout, 4.88% of losses; and, after BK-III Payout, 4.88% of gain on disposition of the BK-III's properties (collectively, the "BK-III Assigned Interest"). The BK-III Assigned Interest has been assigned in equal parts to the BK-III COPs Holders. The unassigned portion of the rights of BK-III represents GP-III's retained interest.
BK-I COPs Holders, BK-II COPs Holders and BK-III COPs Holders are collectively referred to as "COPs Holders."
The Partnerships originally acquired or ground leased, the sites for, and constructed, 32, 33, and 27, respectively, free-standing Burger King fast food restaurants (each referred to as the "Property", collectively, the "Properties") which are leased on a long-term net basis to franchisees of Burger King Corporation ("Burger King"). Prior to the Partnerships' acquisition of each Property, Burger King proposed the site for approval by each respective General Partner. The sites are geographically diversified throughout the United States. No further site acquisitions are anticipated. The General Partners do not manage or operate any Property nor do they acquire or finance the acquisition of the equipment necessary to operate the Properties. Reference is made to Item 2
Item 2.	Properties.
The following tables set forth the location of sites which the Partnerships have acquired or ground leased as of December 31, 1995. The Partnerships own the completed improvements in fee ownership and either have a fee ownership in the land or a ground leasehold interest in the land as indicated. Also included is the location of sites which the Partnerships have sold as of December 31, 1995, the acquisition date, and the date of sale. Financial information regarding sales includes book value, selling price and gain on the sale.
In the event one of the Properties defaults on its rent obligations, Burger King is required to pay to the respective Partnership the minimum rent due under the Property's lease. If a Property remains in default for 12 months, Burger King can either declare economic abandonment of the Property and supervise its sale to a third party or purchase the Property from the Partnership at a purchase price which is equal to the greater of the fair market value of the Property or the minimum guaranteed price as set forth in the management agreements between Burger King and the Partnerships.
BK-I Properties owned as of December 31, 1995
	Atlanta, Georgia*		Klamath Falls, Oregon*	 	Decatur, Alabama		Springdale, Arkansas Fairfield, Ohio Springfield, Massachusetts* 	Greenfield, Wisconsin		Statesville, North Carolina Greenville, South Carolina Wichita, Kansas
	*	Subject to a ground lease. 				 BK-I Properties Sold as of December 31, 1995
Site Acquisition Sale Net Adjusted Gain Location Date Date Book Value Selling Price on Sale 1. Altus, Oklahoma 11/10/82 12/30/91 $ 259,954 $ 290,164 $ 30,210 2. Grand Island, Nebraska 05/07/82 10/01/92 218,064 686,000 467,936 3. Marion, Virginia 11/24/82 10/01/92 119,207 229,900 110,693 4. Sunnyvale, California 02/03/83 10/01/92 151,063 348,000 196,937 5. Greenbelt, Maryland 10/12/82 11/23/92 127,217 478,500 351,283 6. Guilderland, New York 05/20/82 12/23/92 440,742 853,000 412,258 7. Atlantic Highlands, New Jersey 04/08/83 03/04/93 129,381 158,002 28,621 8. Rohnert Park, California 10/11/82 03/23/93 111,445 206,500 95,055 9. Dothan, Alabama 11/11/82 03/26/93 298,067 725,000 426,933 10.Madison Heights, Virginia 02/23/83 07/01/94 274,271 369,218 94,947 11.Pearl, Mississippi 06/29/82 08/01/94 257,672 427,108 169,436 12.Falmouth, Massachusetts 09/24/82 08/01/9 289,187 568,353 279,166 13.Tucson, Arizona 10/07/82 08/01/94 74,146 161,163 87,017 14.W. Springfield, Massachusetts 10/18/82 08/01/94 104,977 151,391 46,414 15.Jackson, Mississippi 02/06/85 08/01/94 332,299 503,149 170,850 16.Kansas City, Missouri 01/10/83 12/02/94 290,626 536,691 246,065 17.Salem, Massachusetts 09/23/82 12/09/94 335,664 590,264 254,600 18.Pasco, Washington 06/01/82 12/15/94 271,444 618,487 347,043 19.West Allis, Wisconsin 10/07/82 12/15/94 366,838 711,987 345,149 20.Washington, North Carolina 08/20/82 03/08/95 180,837 619,944 439,107 21.Big Spring, Texas 07/01/84 03/31/95 130,499 455,898 325,399 22.Carlsbad, New Mexico 05/12/84 03/31/95 240,175 728,684 488,509
BK-II Properties owned as of December 31, 1995
	Ceres, California 		Orange, California* 	Columbus, Mississippi 		Pelham, Alabama 	Corpus Christi, Texas 		Phoenix, Arizona 	Erlanger, Kentucky*		Plano, Texas* Garland, Texas Redlands, California 	Glendale, Arizona*		Riverdale, Georgia 	Greenville, Mississippi		Rocky Mt., North Carolina Greenville, North Carolina South Bend, Indiana 	Hot Springs, Arkansas 		Springfield, Massachusetts* 	Kansas City, Kansas* 		St. Peters, Missouri 	Marietta, Georgia		Statesboro, Georgia* Marietta/Johnson, Georgia Tucson, Arizona* 	Milan, Tennessee		Vernon, Connecticut* 	Mt. Clemens, Michigan* 		Wilmington, North Carolina* 	Nederland, Texas
	*	Subject to a ground lease.
BK-II Properties Sold as of December 31, 1995
Site Acquisition Sale Net Adjusted Gain Location Date Date Book Value Selling Price on Sale 1. Westminster, Colorado 7/06/83 08/21/89 $401,261 $446,034 $ 44,773 2. Mt. Pleasant, Wisconsin 3/11/83 10/31/90 293,113 754,394 461,281 3. Downey, California 4/15/83 02/25/93 87,952 132,059 44,107 4. Ferguson, Missouri 7/02/84 06/30/95 101,873 151,691 49,818
BK-III Properties owned as of December 31, 1995
Albuquerque, New Mexico* Gary, Indiana 	Atlanta, Georgia 		Gallatin, Tennessee Brooklyn Park, Maryland* Largo, Florida 	Chattanooga, Tennessee		Memphis, Tennessee 	Cleburne, Texas 		Montgomery, Alabama* 	Columbus, Indiana		Mounds View, Minnesota 	Covina, California		Nashville, Tennessee 	Delhi Township, Ohio*		North Augusta, South Carolina 	Edison, New Jersey		San Bernardino, California* Fayetteville, North Carolina* Shelbyville, Tennessee Federal Heights, Colorado* Sulphur Springs, Texas 	Frankfort, Kentucky		Wilson, North Carolina
	*	Subject to a ground lease.
BK-III Properties Sold as of December 31, 1995
Site Acquisition Sale Net Adjusted Gain Location Date Date Book Value Selling Price on Sale 1. Woodstock, Georgia 7/19/84 4/12/91 $304,047 $380,059 $ 76,012 2. Kansas City, Missouri 5/05/86 2/10/93 336,807 398,189 61,382 3. Waterford Township, Michigan 3/21/86 3/08/93 430,678 531,809 101,131
Item 3.
Item 3. Legal Proceedings.
There are no pending legal proceedings to which the Partnerships' are a party or to which any of their assets are subject.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for the Registrant's Units and Related Security Holder Matters.
	(a)	Market Information No public market for the COPs units (the "Units") presently exists. Each Unit consists of one BK-I COPs, one BK-II COPs and one BK-III COPs.
	(b)	Holders 		The number of COPs Holders as of December 31, 1995 was 608.
	(c)	Distributions The following table illustrates the per Unit quarterly cash distributions paid to COPs Holders during the past two years.
Quarter Declared 1995 1994
First Quarter $ 11.70 (1) $ 6.72 Second Quarter 5.31 (2) 4.83 Third Quarter 5.46 10.41 (3) Fourth Quarter 37.92 51.88 (4)
Total Cash Distributions $ 60.39 $ 73.84
(1) Includes a $5.05 distribution of proceeds received from Property sales paid on April 28, 1995.
(2) Includes a $0.39 distribution of proceeds received from a Property sale paid on August 1, 1995.
(3) Includes a $5.49 distribution of proceeds received from Property sales paid on October 28, 1994.
(4) Includes a $5.53 distribution of proceeds received from Property sales paid on January 30, 1995.
Reference is also made to the "Message to Investors" of COPs 1995 Annual Report to COPs Holders, which is filed as an exhibit under Item 14, for additional information concerning cash distributions paid by the Partnership.
Item 6.
Item 6. Selected Financial Data.
The information set forth below should be read in conjunction with the Partnership's Financial Statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations," also included elsewhere herein.
	GP-I
1995 1994 1993 1992 1991 	Equity in earnings of BK-I $ 49,322 $ 89,234 $ 78,707 $105,527 $ 98,191 Net income 34,190 59,579 53,140 68,549 64,601 	Net income attributable to COPs Unitholders 27,352 47,663 42,512 54,839 51,681 Net income per Unit(1)(2) 8.87 15.45 13.78 17.78 16.76 	Total Assets at year end (62,210) (15,052) (11,408) 37,777 38,126 	
	GP-II
1995 1994 1993 1992 1991 	Equity in earnings of BK-II $ 94,130 $ 97,210 $ 94,704 $ 89,576 $ 93,863 Net income 62,415 64,073 62,724 59,788 62,271 	Net income attributable to COPs Unitholders 49,932 51,258 50,179 47,830 49,817 Net income per Unit(1)(2) 16.19 16.62 16.27 15.51 16.15 	Total Assets at year end 23,371 28,304 21,033 25,596 23,507
	GP-III
1995 1994 1993 1992 1991 	Equity in earnings of BK-III $ 80,307 $ 84,786 $ 83,386 $ 88,879 $ 91,823 Net income 54,119 56,858 56,002 59,362 61,163 	Net income attributable to COPs Unitholders 43,295 45,486 44,802 47,490 48,930 Net income per Unit(1)(2) 14.04 14.75 14.53 15.40 15.87 	Total Assets at year end (2,424) 2,945 211 14,915 10,595
(1) Net income per COPs Unit represents 80% of the net income of GP-I, GP-II and GP-III, respectively, divided by the total number of COPs' units outstanding.
(2) 3,084 COP Units outstanding.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources The General Partners do not engage in the sale of goods or services. Their only assets are the investments in the Partnerships.
The Partnerships' prospectuses specify that Burger King had the option to purchase any or all of the restaurants at fair market value, determined by an independent appraisal, at any time during the eighth through tenth years following the date of completion of the offering of limited partnership interests in each Partnership. The offering of interests in BK-I, BK-II and BK-III occurred in 1982, 1983 and 1984, respectively. As of December 31, 1994, Burger King's options to purchase the Properties had expired.
On September 23, 1994, BK-I notified the Wisconsin Department of Natural Resources (the "WDNR") that petroleum and chlorinated compounds were discovered at its Greenfield, Wisconsin Property (the "Greenfield Property"). The WDNR has indicated that under Wisconsin state law, BK-I is responsible for remediating the site. On May 26, 1995, BK-I proposed site-specific soil clean-up standards ("Clean-up Standards") on the Greenfield Property for the WDNR's approval. To date, BK-I has not received a response from the WDNR to the proposal. Until the WDNR approves the Clean-up Standards and the costs of the remediation can be assessed, it is extremely difficult to move forward with the sale of BK-I's remaining 10 restaurant Properties. In accordance with BK-I's Partnership Agreement, BK-I has set aside $300,000 from net cash flow from operations to fund potential environmental remediation costs in connection with the Greenfield Property. GP-I currently anticipates that the cost of the environmental remediation should be recovered from the proceeds to be received from the eventual sale of the Greenfield Property. Until all of BK-I's Properties are sold, BK-I will continue to operate its Properties, and it is intended that cash flow from operations will be distributed to the partners in accordance with the terms of the BK-I Partnership Agreement.
BK-II has agreed to sell 17 of the Partnership's Properties owned in fee simple and to assign all of its rights in 11 of the Partnership's Properties subject to ground leases to the Buyer, pursuant to the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Buyer agreed to acquire the Properties for the Purchase Price, subject to adjustments and prorations for base and percentage rents as well as certain other charges payable in respect of the Leased Properties and adjustments in respect of certain closing costs. The Purchase Price is also subject to an increase of $200,000 to an aggregate of $17,225,000 if the Partnership elects to include the Marietta Property in the Proposed Sale. GP-II is pursuing parties that may have an interest in purchasing the Marietta Property for a price in excess of $200,000. If GP-II is unable to locate a potential purchaser at an appropriate price, BK-II would, in all likelihood, include the Marietta Property in the Proposed Sale.
Pursuant to the BK-II Partnership Agreement, the unitholders of BK-II ("BK-II Unitholders") have the right to vote (assuming certain conditions described in the BK-II Partnership Agreement are met) only upon certain matters, and BK-II Unitholders voting a majority in interest may, without the concurrence of GP-II, cause, among other things, the disapproval of any sale of all or substantially all of the assets of BK-II in a single sale. The Proposed Sale would constitute a sale of all or substantially all of the BK-II's assets. Accordingly, BK-II Unitholders have the right to disapprove the Proposed Sale.
A proxy statement was mailed to the BK-II Unitholders on March 25, 1996 (the "Proxy") describing the terms of the Proposed Sale and presenting the BK-II Unitholders with the opportunity to call a meeting to consider whether to disapprove of the Proposed Sale. In order to effect a vote to disapprove the Proposed Sale, BK-II Unitholders holding 10% or more in interest of the outstanding limited partnership units of BK-II (the "BK-II Units") must submit written requests for a meeting of BK-II Unitholders pursuant to the BK-II Partnership Agreement. While GP-II may call a meeting of the BK-II Unitholders for any purpose, GP-II believes that the Proposed Sale is in the best interest of the BK-II Unitholders and has, therefore, determined not to call a meeting for the purpose of considering the disapproval of the Proposed Sale. However, if BK-II receives written requests from BK-II Unitholders holding 10% or more in interest of the BK-II Units on or before April 30, 1996, GP-II will be required to call a meeting of the BK-II Unitholders to consider the disapproval of the Proposed Sale. If a meeting of the BK-II Unitholders is called, and the Proposed Sale is disapproved by a majority in interest of the BK-II Unitholders, the Purchase Agreement will be terminated pursuant to its terms, and BK-II will continue to operate the Properties and distribute the cash flow from operations to the partners of BK-II in accordance with the BK-II Partnership Agreement. If, however, a meeting of BK-II Unitholders is called, and BK-II Unitholders holding less than a majority in interest vote to disapprove the Proposed Sale, the Proposed Sale will be consummated pursuant to the terms and subject to the conditions set forth in the Purchase Agreement.
BK-III is currently analyzing market conditions to determine when BK-III's remaining Properties should be marketed for sale. Until BK-III's remaining Properties are sold, BK-III intends to continue operating the Properties and distributing cash flow from operations to the partners of BK-III in accordance with the terms of the BK-III Partnership Agreement.
At December 31, 1995, GP-I's investment in BK-I was $(62,210) and GP-III's investment in BK-III was $(2,424), reflecting distributions in excess of equity in earnings plus the initial investments. GP-II's investment in BK-II was $23,371 at December 31, 1995, compared to $28,304 at December 31, 1994. The decrease in GP-II's investment in BK-II was a result of cash distributions in excess of the allocation of equity in earnings during 1995.
Results of Operations The results of operations for the 1995, 1994, and 1993 fiscal years are primarily attributable to the investments in BK-I, BK-II and BK-III.
For the years ended December 31, 1995, 1994 and 1993, GP-I's net income was $34,190, $59,579 and $53,140, respectively. For the years ended December 31, 1995, 1994 and 1993, GP-II's net income was $62,415, $64,073 and $62,724, respectively. For the years ended December 31, 1995, 1994 and 1993, GP-III's net income was $54,119, $56,858 and $56,002, respectively. The net income fluctuated each year primarily as a result of the sales of Properties, reduced levels of depreciation expense, reduced rental income as a result of the sale of Properties, and increases and decreases in percentage rents received from the franchisees operating each of the Properties. During 1995, BK-I sold three Properties, realizing a total gain of $1,253,015. During 1995, BK-II sold one Property, realizing a total gain of $49,818. BK-III did not sell any Properties during 1995. During 1994, BK-I sold 10 Properties, realizing a total gain of $2,040,687. BK-II and BK-III did not sell any properties during 19 94. During 1993, BK-I sold three Properties realizing a total gain of $550,609; BK-II sold one Property realizing a total gain of $44,107; and BK-III sold two Properties realizing a total gain of $162,513.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Incorporated by reference to COPs 1995 Annual Report to COPs Holders, included as an exhibit under Item 14.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
PART III
	 Item 10.
Item 10. Directors and Executive Officers of the Registrant.
On July 31, 1993, Shearson sold certain of its domestic retail brokerage and asset management businesses to Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to this sale, Shearson changed its name to Lehman Brothers Inc. The transaction did not affect the ownership of the Partnerships or the General Partners. However, the assets acquired by Smith Barney included the name "Shearson." Consequently, effective January 24, 1994, Shearson/BK Realty, Inc., Shearson/BK Properties, Inc. and Shearson/BK Restaurants, Inc. changed their names to delete any reference to "Shearson."
COPs has no officers or directors. The General Partners of the Partnerships manage and control the affairs of the Partnerships and have general responsibility and authority in all matters affecting its business. Certain officers and the director of the General Partners are now serving (or in the past have served) as officers or directors of entities which act as general partners of a number of real estate limited partnerships which have sought protection under the provisions of the Federal Bankruptcy Code. The partnerships which have filed bankruptcy petitions own real estate which has been adversely affected by the economic conditions in the market in which that real estate is located and, consequently, the partnerships sought the protection of the bankruptcy laws to protect the partnerships' assets from loss through foreclosure.
The director and executive officers of the General Partners as of December 31, 1995, are set forth below. There are no family relationships between or among any officer and any other officer or director.
Name Age Office Rocco F. Andriola 37 Director, President and Chief Financial Officer Kenneth Boyle 32 Vice President 	Mark J. Marcucci	33	Vice President 	Timothy E. Needham	27	Vice President
The foregoing director has been elected to serve as director until the next annual meeting of the General Partners.
Rocco F. Andriola is a Senior Vice President of Lehman in its Diversified Asset Group. Since joining Lehman in 1986, Mr. Andriola has been involved in a wide range of restructuring and asset management activities involving real estate and other direct investment transactions. From 1986-89, Mr. Andriola served as a Vice President in the Corporate Transactions Group of Shearson Lehman Brothers' office of the general counsel. Prior to joining Lehman, Mr. Andriola practiced corporate and securities law at Donovan Leisure Newton & Irvine in New York. Mr. Andriola received a B.A. degree from Fordham University, a J.D. degree from New York University School of Law, and an LL.M degree in Corporate Law from New York University's Graduate School of Law.
Kenneth Boyle is a Vice President of Lehman in its Diversified Asset Group. Mr. Boyle joined Lehman in January 1991. Mr. Boyle is a Certified Public Accountant and was employed by the accounting firm of KPMG Peat Marwick LLP from 1985 to 1990. Mr. Boyle graduated from the State University of New York at Binghamton with a B.S. degree in Accounting.
Mark J. Marcucci is a Vice President of Lehman Brothers in its Diversified Asset Group. Since joining Lehman Brothers in 1988, Mr. Marcucci's responsibilities have been concentrated in the restructuring, asset management, leasing, financing, refinancing and disposition of commercial office and residential real estate. Prior to joining Lehman Brothers, Mr. Marcucci was employed in a corporate lending capacity at Republic National Bank of New York. Mr. Marcucci received a B.B.A. degree in Finance from Hofstra University and a Master of Science in Real Estate degree from New York University. In addition, Mr. Marcucci holds both Series 7 and Series 63 securities licenses.
Timothy E. Needham is an Associate of Lehman Brothers and assists in the management of commercial real estate in the Diversified Asset Group. Mr. Needham joined Lehman Brothers in September 1995. Prior to joining Lehman Brothers, Mr. Needham was a consultant with KPMG Peat Marwick LLP in the Banking and Investment Services Group from 1994-1995. Mr. Needham received his M.B.A. from the American Graduate School of International Management in December 1993. Previous to entering graduate school, Mr. Needham worked in Tokyo for approximately one year doing market research for a Japanese firm. In addition, Mr. Needham is a candidate for the designation of Chartered Financial Analyst.
Item 11.
Item 11. Executive Compensation.
Officers and the director of the General Partners are employees of Lehman Brothers and are not compensated by the Partnerships or the General Partners for services rendered in connection with the Partnerships.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
	(a)	Security ownership of certain beneficial owners The Registrant knows of no person who beneficially owns more than 5% of the Units.
	(b)	Security ownership of management GP-I, GP-II, and GP-III, under the terms of the Partnership Agreements of BK-I, BK-II and BK-III, respectively, manage the affairs of BK-I, BK-II, and BK-III, respectively. The General Partners retained 20% of their allocations of distribution and disposition proceeds (profit, loss) from BK-I, BK-II, and BK-III. Neither the director nor the officers of the General Partners own any Units.
	(c)	Changes in control 		None.
Item 13.
Item 13.	Certain Relationships and Related Transactions.
	(a)	Transactions with Management and Others Reference is made to Note 6 of the Notes to Financial Statements for each General Partner as part of COPs 1995 Annual Report to COPs Holders, filed as an exhibit under Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
	(a)	(1)	 Financial Statements and Supplementary Data:
GP-I:
Independent Auditors' Report Financial Statements: Balance Sheets at December 31, 1995 and 1994 Statements of Operations for the years ended December 31, 1995, 1994 and 1993 Statements of Changes in Stockholder's Deficit for the years ended December 31, 1995, 1994 and 1993 Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Financial Statements
GP-II:
Independent Auditors' Report Financial Statements: Balance Sheets at December 31, 1995 and 1994 Statements of Operations for the years ended December 31, 1995, 1994 and 1993 Statements of Changes in Stockholder's Deficit for the years ended December 31, 1995, 1994 and 1993 Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Financial Statements
GP-III:
Independent Auditors' Report Financial Statements: Balance Sheets at December 31, 1995 and 1994 Statements of Operations for the years ended December 31, 1995, 1994 and 1993 Statements of Changes in Stockholder's Deficit for the years ended December 31, 1995, 1994 and 1993 Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Financial Statements
The financial statements for GP-I, GP-II and GP-III are incorporated by reference to COPs' Annual Report to COPs Holders for the year ended December 31, 1995.
		(2)	 Financial Statement Schedules:
No other schedules are presented because the information is not applicable or is included in the financial statements or notes thereto.
		(3)	 Exhibits:
3.1 BK-I:
Independent Auditors' Report Financial Statements: Balance Sheets at December 31, 1995 and 1994 Statements of Operations for the years ended December 31, 1995, 1994 and 1993 Statements of Partners' Capital (Deficit) for the years ended December 31, 1995, 1994 and 1993 Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Financial Statements
3.2 BK-II:
Independent Auditors' Report Financial Statements: Balance Sheets at December 31, 1995 and 1994 Statements of Operations for the years ended December 31, 1995, 1994 and 1993 Statements of Partners' Capital (Deficit) for the years ended December 31, 1995, 1994 and 1993 Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Financial Statements
3.3 BK-III:
Independent Auditors' Report Financial Statements: Balance Sheets at December 31, 1995 and 1994 Statements of Operations for the years ended December 31, 1995, 1994 and 1993 Statements of Partners' Capital (Deficit) for the years ended December 31, 1995, 1994 and 1993 Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Financial Statements
13.1 Annual Report to COPs Holders for the year ended December 31, 1995.
		27.1	Financial Data Schedule for BK I Realty Inc.
		27.2	Financial Data Schedule for BK II Properties Inc.
		27.3	Financial Data Schedule for BK III Restaurants Inc.
	(b)	Reports on Form 8-K:
(1) There have been no reports filed on Form 8-K during the last quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 29, 1996
CERTIFICATES OF PARTICIPATION BK I REALTY, INC. BK II PROPERTIES, INC. BK III RESTAURANTS, INC.
BY: BK I Realty, Inc. BK II Properties, Inc. BK III Restaurants, Inc. Registrant
BY: /s/Rocco F. Andriola Name: Rocco F. Andriola Title: Director, President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
BK I REALTY, INC. BK II PROPERTIES, INC. BK III RESTAURANTS, INC. Registrant
Date: March 29, 1996
BY: /s/Rocco F. Andriola Rocco F. Andriola Director, President and Chief Financial Officer
Date: March 29, 1996
BY: /s/Kenneth Boyle Kenneth Boyle Vice President
Date: March 29, 1996
BY: /s/Mark J. Marcucci Mark J. Marcucci Vice President
Date: March 29, 1996
BY: /s/Timothy Needham Timothy Needham Vice President