SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q – QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2013

Or

	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________________ to __________________

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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.  [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [ X  ] Yes   [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer" and "small reporting company".in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). [ ] Yes  [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  [ ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

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SB PARTNERS

INDEX

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ITEM 1. FINANCIAL STATEMENTS

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SB PARTNERS

See notes to consolidated financial statements

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SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

See notes to consolidated financial statements

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SB PARTNERS

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

For the Nine Months Ended September 30, 2013 (Unaudited)

See notes to consolidated financial statements.

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SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

See notes to consolidated financial statements

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SB PARTNERS

Notes to Consolidated Financial Statements (Unaudited)

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

SB Partners, a New York limited partnership, and its subsidiaries (collectively, the "Partnership" or the "Registrant"), have been engaged since April 1971 in acquiring, operating, and holding for investment a varying portfolio of real estate interests.  SB Partners Real Estate Corporation (the "General Partner") serves as the general partner of the Partnership.

The consolidated financial statements included herein are unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair presentation of the financial position, results of operations and cash flows for the interim periods.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Partnership's latest annual report on Form 10-K.

The results of operations for the three month period ended September 30, 2013 are not necessarily indicative of the results to be expected for a full year.

For a discussion of the significant accounting and financial reporting policies of the Partnership, refer to the Annual Report on Form 10–K for the year ended December 31, 2012.

(2) INVESTMENTS IN REAL ESTATE

As of September 30, 2013, the Partnership owns an industrial flex property in Maple Grove, Minnesota and a warehouse distribution center in Lino Lakes, Minnesota.  The following is the cost basis and accumulated depreciation of the real estate investments owned by the Partnership at September 30, 2013 and December 31, 2012:

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(3)    INVESTMENT IN SENTINEL OMAHA, LLC

In 2007, the Partnership made an investment in the amount of $37,200,000 in Sentinel Omaha, LLC ("Omaha").  Omaha is a real estate investment company which as of September 30, 2013 owns 17 multifamily properties in 11 markets.  Omaha is an affiliate of the Registrant's general partner.  The investment represents a 30% ownership interest in Omaha.

The following are the condensed financial statements (000's omitted) of Omaha as of and for the periods ended September 30, 2013 and December 31, 2012.

(4) MORTGAGE NOTES AND UNSECURED LOAN PAYABLE

Mortgage notes and unsecured loan payable consist of the following non-recourse first liens:

(b)

On September 17, 2007, the Partnership entered into a bank loan (the "Loan") with a bank ("Holder") in the amount of $22,000,000, which matured on October 1, 2008 and provided for interest only monthly payments based upon LIBOR plus 1.95% and had entered into discussions as to terms for extending the debt on a longer term basis. On April 29, 2011, the Partnership and Holder executed the new loan agreement ("Loan Agreement") on the following terms:

1)

In connection with the execution of the Loan Agreement, the Partnership was required to make an immediate payment to Holder of $11,930,430, reducing the balance due under the unsecured credit facility to $10,069,570.  The payment was made from proceeds resulting from the sale of 175 Ambassador Drive.  Additional proceeds from the sale were used to pay Holder's legal and appraisal costs and to fund a reserve account for future tenant improvement and leasing costs, as needed.   The remaining outstanding obligation in the amount of $10,069,570 was divided into two notes ("Note A" and "Note B;" together, the "Notes").

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2)

Note A in the amount of $4,069,570 has a maturity of July 31, 2014.  The Partnership has two 1-year options to extend the maturity if certain conditions are satisfied.  Note A requires monthly payments of accrued interest at an annual fixed rate of 5% until paid in full.  If extended, the Partnership is required to make an additional fixed principal payment of $9,570 on April 1, 2015 and $30,000 monthly thereafter until paid in full.

3)

Note B in the amount of $6,000,000 has a maturity date of April 29, 2018.  The Partnership has three 1-year options to extend the maturity date if certain conditions are satisfied.  Note B accrues interest at an annual fixed rate of 5% but only until all interest and principal have been paid in full on Note A.  Thereafter Note B does not accrue any interest.  Payments of interest and principal are deferred until Registrant's investment in Sentinel Omaha LLC ("Omaha") pays distributions to the Partnership.  Distributions from Omaha would be used first to pay accrued interest on the Note B obligation, then principal on the Note B obligation.  If there are no distributions from Omaha prior to the Note B maturity, all interest and principal is due at maturity, subject to the above mentioned extensions. As of September 30, 2013 and December 31, 2012, $734,167 and $509,167, respectively of Note B interest has been accrued and is included in accrued expenses on the balance sheet.

4)

The Notes may be voluntarily prepaid upon notice to the Holder, subject to certain requirements as to the application of payments. The Partnership's obligations under the Notes may be accelerated upon default.

5)

Until the Partnership's obligations under the Notes are satisfied in full, the Partnership is required to pay a portion of its net operating income (after payment of certain permitted expenses), and the net proceeds from the sale, transfer or refinancing of its remaining properties and investments, toward the Notes while retaining the other portion to increase cash reserves. While the obligations under the Notes are outstanding the Partnership is precluded from making distributions to its partners.

6)

The Partnership, its general partner and the Holder also entered into a Management Subordination Agreement accruing a portion of the investment management fee payable by the Partnership to its general partner so long as the Notes remain outstanding.  As of September 30, 2013 and December 31, 2012, $1,022,602 and $693,020, respectively of investment management fees have been accrued and are included in accrued expenses on the balance sheet.

As additional security for the Partnership's payment of its obligations under the Loan Agreement, the Partnership, through its wholly-owned subsidiary Eagle IV Realty, LLC, has executed a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement ("Eagle IV Security Agreement") and a Pledge Agreement ("Eagle IV Pledge Agreement") in favor of  Holder.  The Eagle IV Security Agreement provides Holder with a security interest on the Partnership's property located in Maple Grove, Minnesota ("Eagle IV") of up to $5,000,000.  The Eagle IV Pledge Agreement pledges to Holder the Partnership's membership interest in Eagle IV Realty, LLC, the direct owner of Eagle IV.   The Partnership has no other debt obligation secured by Eagle IV.  The Loan Agreement also provides for a negative pledge on the Partnership's remaining properties and investments.

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OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

  The consolidated financial statements for the three and nine months ended September 30, 2013 and 2012 reflect the operations of one industrial flex property and one warehouse distribution center as well as a 30% interest in Omaha.

Registrant's wholly owned property located in Lino Lakes, Minnesota is 100% leased to a single tenant until September 30, 2017.  The tenant's base rent is fixed and there are no increases scheduled during the initial lease period.  The tenant has two options to renew its lease for five years each at a yet undetermined market rate.  Tenant either pays directly or reimburses Registrant for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.  Registrant's wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant until July 31, 2015.  The tenant pays fixed base rent which increases 3% each year.  The tenant has no renewal options available.  The tenant pays directly or reimburses Registrant for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.  Sentinel Omaha LLC's portfolio consists of 16 garden apartment properties and one high rise apartment property.  Leases generally are for one year or less.  Tenants generally pay fixed rent plus utilities used by tenant.

Results of Operations

Total revenues from operations for the three months ended September 30, 2013 increased $62,000 to approximately $629,000 as compared to approximately $567,000 for the three months ended September 30, 2012.  Total revenues increased due to an increase in base rental income combined with increases in other income.  Base rental income increased $8,000 to approximately $450,000 for the three months ended September 30, 2013 as compared to the same period in 2012 due to a scheduled increase in base rent at Registrant's property located in Maple Grove, MN.  Other income increased $54,000 to approximately $179,000 for the three months ended September 30, 2013 from approximately $125,000 for the same period in 2012 due to higher expense reimbursement from the tenants at Registrant's two wholly owned properties.

Total revenues from operations for the nine months ended September 30, 2013 increased $28,000 to approximately $1,878,000 as compared to approximately $1,850,000 for the nine months ended September 30, 2012.  Total revenues increased due to an increase in base rental income combined with increases in other income.  Base rental income increased $16,000 to approximately $1,340,000 for the nine months ended September 30, 2013 as compared to the same period in 2012 due to a scheduled increase in base rent at Registrant's property located in Maple Grove, MN.  Other income increased $12,000 to approximately $538,000 for the nine months ended September 30, 2013 from approximately $526,000 for the same period in 2012 due to higher expense reimbursement from the tenants at Registrant's two wholly owned properties.

Net loss from operations decreased $51,000 to a loss of approximately $267,000 for the three months ended September 30, 2013, as compared to an approximate loss of $318,000 for the three months ended September 30, 2012 due to the aforementioned increase in total revenues partially offset by an increase in operating expenses.  Total expenses from operations for the three months ended September 30, 2013, increased $11,000 to approximately $896,000 from approximately $885,000 for the three months ended September 30, 2012.  Total operating expenses increased due to higher real estate taxes partially offset by lower real estate operating expenses and investment fees.  Real estate taxes were higher at Registrant's Lino Lakes property due to a higher tax rate.  Real estate operating expenses were lower due to lower administrative expenses partially offset by higher utilities at Registrant's Maple Grove property.

Net loss from operations decreased $17,000 to a loss of approximately $843,000 for the nine months ended September 30, 2013, as compared to an approximate loss of $860,000 for the nine months ended September 30, 2012 due to the aforementioned decrease in revenues partially offset by a decrease in operating expenses.  Total expenses from operations for the nine months ended September 30, 2013, increased $11,000 to approximately $2,721,000 from approximately $2,710,000 for the nine months ended September 30, 2012.  Total expenses from operations increased due to higher real estate taxes and higher real estate operating expenses partially offset by lower professional fees.  Real estate operating expenses were higher due to higher utilities and repairs costs at Registrant's Maple Grove property. Real estate taxes were higher at Registrant's property located in Lino Lakes, MN due to a higher tax rate.  Real estate taxes were lower at Registrant's property located in Maple Grove, MN due to a lower tax assessment.  Professional fees were lower due to lower legal fees.

The Registrant has a 30% non-controlling interest in Omaha that is accounted for at fair value. Due to the mortgage crisis, stagnant real estate market and slowing economy, Omaha reported a write-down of the value of its real estate portfolio of approximately $114,452,000 (-21%) during 2008 to 2011.  During 2012, capitalization rates for older properties in tertiary markets where Omaha owns most of its properties showed little improvement.  For 2012 Omaha reported a decrease in value of $6,000,000 (-2%) due to significant declines in value in markets where the properties' occupancy rates were negatively affected primarily by deployments of troops from nearby military bases.  Omaha reported a negative equity balance as of December 31, 2012 due to the additional loss in value of its real estate properties during 2012.  For 2012, Registrant's share of the net loss from Omaha exceeded Registrant's remaining unreserved equity investment as of December 31, 2011.  Registrant recorded the loss for 2012 only to the extent the unreserved equity investment was reduced to zero leaving an unrecorded loss of approximately $354,000.  For the quarter ended September 30, 2013, Omaha reported a net loss of approximately

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$195,000.  Registrant's share was approximately $59,000.  Under the terms of the unsecured loan extension Omaha signed effective July 1, 2009, Omaha is precluded from making distributions to its investors until its unsecured loan is paid.  As a result of the aforementioned, Registrant does not anticipate receiving any distributions from Omaha during the foreseeable future and has reserved 100% of the reported value of its investment in Omaha on the balance sheet as of September 30, 2013.  As of May 11, 2012, the maturity date of the unsecured loan was extended to May 31, 2013. On September 30, 2013, Omaha executed a modification and extension of its unsecured loan to December 31, 2017.  The modification and extension, among other items, requires Omaha to make specific periodic principal payments on the unsecured loan at scheduled dates through December 31, 2017. It has also reduced the pay rate on a portion of the unsecured loan to a float rate of 200 basis points over LIBOR while increasing the accrual rate on the same portion of the unsecured loan to 500 basis points over LIBOR.  However, the aforementioned accrued interest will be forgiven each time Omaha pays the above mentioned required principal payment timely, as defined in the loan agreement. However, Omaha is still precluded from making distributions to its investors until its unsecured loan is paid in full.

For additional analysis, please refer to the discussions of the individual properties below.

This report on Form 10-Q includes statements that constitute "forward looking statements" within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. By their nature, all forward looking statements involve risks and uncertainties as further described in the Registrant's latest annual report on Form 10-K.  Actual results may differ materially from those contemplated by the forward looking statements.

The Registrant's critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2012. There

were no significant changes to such policies in 2013. There are no accounting pronouncements or interpretations that have been issued, but not yet adopted, that Registrant believes will have a material impact on its consolidated financial statements.

As of September 30, 2013, the Registrant had cash and cash equivalents of approximately $477,000. These balances are approximately $74,000 higher than cash and cash equivalents held on December 31, 2012. Cash and cash equivalents increased during the nine months ended September 30, 2013 due to cash flow generated from operating activities at Registrant's two wholly owned properties which was partially used to pay interest and principal on Registrant's loan and partnership expenses.

Currently Registrant's only source of cash is rental income received from the two tenants who lease 100% of the leasable space at Registrant's two wholly owned properties.  The tenants either pay directly or reimburse Registrant for the real estate taxes, insurance and most of the properties' operating expenses leaving a significant portion of the base rent received available to pay property debt service, current debt service on Registrant's Note A, capital improvements and partnership administrative expenses.  A portion of any remaining annual cash flow is used to pay down the principal balance of Note A in accordance with the Loan Agreement while the remainder cash income is retained by Registrant as cash reserves.  As part of Registrant and the Holder restructuring the Unsecured Debt in 2011, Registrant set aside $500,000 in escrow to be held and used only to pay the costs to release the space at either of Registrant's wholly owned properties if one or both of Registrant's tenants default on their lease.

Total outstanding debt at September 30, 2013 consisted of $10,000,000 of a long-term non-recourse first mortgage note secured by real estate owned by the Registrant due in October 2015 and $9,967,009 under a loan agreement with a bank.  The loan agreement consists of Note A in the amount of $3,967,009 which matures July 2014 and Note B in the amount of $6,000,000 which matures April 2018. Many borrowers are still finding it difficult to secure debt at acceptable terms as lenders have imposed stricter terms on borrowers. If the Registrant does not have funds sufficient to repay its indebtedness at maturity, the Registrant may need to refinance such indebtedness with new debt financing or through equity offerings.  The Registrant may be restricted from obtaining a loan which will be sufficient to retire the existing loan and which may be based on lower debt service coverage. If it is unable to refinance this indebtedness on acceptable terms, the Registrant may be forced to dispose of properties upon disadvantageous terms, which could result in losses to the Registrant and adversely affect the amount of cash reserves.  If prevailing interest rates or general economic conditions result in higher interest rates at a time when the Registrant must refinance its indebtedness, the Registrant's interest expense could increase, which would adversely affect the Registrant's results of operations and financial condition.  Further, to the extent the Registrant's properties are mortgaged to secure payment of indebtedness and the Registrant is unable to meet the mortgage payments, mortgagee could foreclose or otherwise transfer the property, with a consequent loss of income and asset value to the Registrant.  The Registrant has no other debt except normal trade accounts payable, accrued interest on mortgage notes payable and accrued investment management fees.

Inflation and changing prices during the current period did not significantly affect the markets in which the Registrant conducts its business, or the Registrant's business overall. However some borrowers still find it difficult to secure debt at acceptable terms as lenders have imposed stricter terms on borrowers.

The Registrant's properties are expected to generate sufficient cash flow to cover operating and capital improvement costs and other working capital requirements of the Registrant for the foreseeable future.

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Total revenues for the three months ended September 30, 2013 increased $11,000 to approximately $226,000 as compared to the three months ended September 30, 2012 of $215,000.  The property reported higher base rental income and higher other income.  Base rental income was higher in 2013 as the tenant received a scheduled rent increase. Other income was higher due to an increase in operating expense reimbursements from the tenant.  Net income, which includes deductions for depreciation, increased $2,000 for the three months ended September 30, 2013 to approximately $119,000 from approximately $117,000 for the three months ended September 30, 2012 due to higher total income partially offset by higher operating expenses.  Operating expenses were higher due to higher repair and utilities costs.

Total revenues for the nine months ended September 30, 2013 increased $10,000 to approximately $668,000 as compared to the nine months ended September 30, 2012 of $658,000.  The property reported higher base rental income offset by lower other income.  Base rental income was higher in 2013 as the tenant received a scheduled rent increase. Other income was lower due to a decrease in operating expense reimbursements from the tenant.  Net income, which includes deductions for depreciation, decreased $20,000 for the nine months ended September 30, 2013 to approximately $324,000 from approximately $344,000 for the three months ended September 30, 2012 due primarily to higher operating expenses.  Operating expenses were higher due to higher repair and utilities costs.

Total revenues for the three months ended September 30, 2013 increased $51,000 to approximately $403,000 as compared to approximately $352,000 for the three months ended September 30, 2012.  Total revenues were lower due to lower real estate tax expense reimbursement from the tenant.  Net income, which includes deductions for interest expense and depreciation, increased slightly from approximately $40,000 for the three months ended September 30, 2013 as compared to approximately $39,000 for the same period in 2012.  The property reported higher operating expenses partially offset by higher total revenues.  Operating expenses increased due to higher real estate tax expense.

Total revenues for the nine months ended September 30, 2013 decreased $18,000 to approximately $1,210,000 as compared to approximately $1,192,000 for the nine months ended September 30, 2012.  Total revenues were higher due to higher real estate tax expense reimbursement from the tenant.  Net income, which includes deductions for interest expense and depreciation, was approximately $131,000 for the nine months ended September 30, 2013 which was slightly higher than the approximately $129,000 for the same period in 2012.  The property reported higher operating expenses partially offset by higher total revenues.  Operating expenses increased due to higher real estate tax expense.

During 2007, the Registrant acquired a 30% interest in Sentinel Omaha, LLC for $37,200,000.  During the nine months ended September 30, 2013, Omaha sold three multifamily properties which were located in Mesa, AZ, Ocala, FL and Daytona, FL to further reduce its debt obligations. As of September 30, 2013, the Omaha portfolio consisted of 17 multi-family properties located in 11 markets.

Comparison of three months ended September 30, 2013 to September 30, 2012:

Total revenues for the three months ended September 30, 2013 were approximately $9,532,000.  Income before net unrealized income and net realized loss was approximately $990,000.  Major expenses included approximately $3,085,000 for interest expense, $937,000 for repairs and maintenance, $1,223,000 for payroll and $1,069,000 for real estate taxes. Omaha reported net unrealized loss of approximately ($1,185,000) resulting in a net loss of approximately ($195,000).  For the three months ended September 30, 2013, the Registrant's equity interest in the income of Omaha was approximately ($59,000).  Registrant continues to reserve 100% of the reported value of Omaha on its balance sheet.  The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended September 30, 2013.  As a result, Registrant reported a net zero income from equity in investment in Omaha for the quarter ended September 30, 2013.

Total revenues for the three months ended September 30, 2012 were approximately $10,456,000.    Income before net unrealized loss and realized loss on sale of real estate property was approximately $1,270,000.  Major expenses included approximately $3,573,000 for interest expense, $1,130,000 for repairs and maintenance, $1,365,000 for payroll and $1,034,000 for real estate taxes. Revenues and operating expenses decreased from 2011 to 2012 primarily due to the sales by Omaha of two apartment properties in December 2011 and one in April 2012.  Omaha reported net unrealized loss of approximately $34,817,000 for the three months ended September 30, 2012.  For the three months ended September 30, 2012, the Registrant's equity interest in the net loss of Omaha was approximately $10,064,000.  The loss in equity for the quarter ended September 30, 2012 brought the Registrant's value in its investment to below zero. However, Registrant continues to reserve 100% of the reported value of Omaha on its balance sheet.  The reserve for value was adjusted in conjunction with recording the loss from equity for the quarter ended September 30, 2012 but only to the extent that the investment was reduced to zero.  Registrant reported a net zero loss from equity in investment in Omaha for the quarter ended September 30, 2012.

Revenues and operating expenses decreased from 2012 to 2013 primarily due to the sales by Omaha of four apartment properties in April 2012, February, 2013, March 2013 and May 2013.

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Comparison of nine months ended September 30, 2013 to September 30, 2012:

Total revenues for the nine months ended September 30, 2013 were approximately $29,486,000.  Income before net unrealized income and net realized loss was approximately $3,571,000.  Major expenses included approximately $9,572,000 for interest expense, $2,799,000 for repairs and maintenance, $4,140,000 for payroll and $3,234,000 for real estate taxes. Omaha reported a net realized loss of ($20,783,000) and net unrealized income of approximately $33,528,000 resulting in net income of approximately $16,316,000.  For the nine months ended September 30, 2013, the Registrant's equity interest in the income of Omaha was approximately $4,895,000.  However, Registrant reduced the net income reported from Omaha for the unrecognized loss of approximately $354,000 from 2012.  Registrant continues to reserve 100% of the reported value of Omaha on its balance sheet.  The reserve for value was adjusted in conjunction with recording the equity income for the nine months ended September 30, 2013.  As a result, Registrant reported a net zero income from equity in investment in Omaha for the nine months ended September 30, 2013.

Total revenues for the nine months ended September 30, 2012 were approximately $31,620,000.  Income before net unrealized loss and realized loss on sale of real estate property was $3,697,000. Major expenses included approximately $10,991,000 for interest expense, $2,981,000 for repairs and maintenance, $4,568,000 for payroll and $3,220,000 for real estate taxes.  Omaha reported a realized loss from the sale of one apartment property of $4,573,000.  Omaha reported net unrealized loss of approximately $25,535,000.  For the nine months ended September 30, 2012, the Registrant's equity interest in the net loss of Omaha was approximately $7,923,000. However, Registrant continues to reserve 100% of the reported value of Omaha on its balance sheet.  The reserve for value was adjusted in conjunction with recording the loss from equity for the quarter ended September 30, 2012 but only to the extent that the investment was reduced to zero.  Registrant reported a net zero loss from equity in investment in Omaha for the quarter ended September 30, 2012.

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ITEM 3.

None

ITEM 4.

(a)

The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2013 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

(b)

The Chief Executive Officer and the Principal Accounting and Financial Officer of the general partner of SB Partners have evaluated the internal control over financial reporting relating to the Registrant's Quarterly Report on form 10-Q for the period ended September 30, 2013 and have identified no changes in the Registrant's internal controls that have materially affected or are reasonably likely to materially affect the Registrant's internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.