8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) February 19, 1997
                                                        -----------------

                          CleveTrust Realty Investors
                          ---------------------------
             (Exact name of registrant as specified in its charter)

                                 Massachusetts
                                 -------------
                 (State of other jurisdiction of incorporation)


    0-5641                                             34-1085584
- --------------------------                    ---------------------------------
(Commission File Number)                      (IRS Employer Identification No.)


               2001 Crocker Road, Suite 400, Westlake, OH 44145
               ------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 216/899-0909

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report)

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5.   OTHER EVENTS
     ------------

     On February 19, 1997 CleveTrust Realty Investors (the "Trust"), certain 
major shareholders of the Trust, and RM Crowe Company, a Texas Corporation 
("RMC") executed a letter of intent which provides that RMC, the Trust, and such
shareholders intend to negotiate definitive agreements pursuant to which RMC
may acquire all of the outstanding shares of beneficial interest of the Trust at
a price of Six Dollars and Forty-Two Cents ($6.42) per share, in cash.  A copy
of a News Release dated February 20, 1997 is filed herewith as Exhibit 99.1.

7.   FINANCIAL STATEMENTS AND EXHIBITS
     ---------------------------------

     (c)  Exhibits

            99.1 Press Release Dated February 20, 1997


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be filed on its behalf by the 
undersigned hereunto duly authorized.



                                         CLEVETRUST REALTY INVESTORS
                                         ---------------------------
                                                 (Registrant)

Date:  February 24, 1997                 By:  /s/ Raymond C. Novinc
                                            -----------------------------
                                            Raymond C. Novinc
                                            Vice President, Secretary & Counsel

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                                 EXHIBIT INDEX
                                 -------------



Exhibit
Number                        Description
- --------                      -----------

99.1                          Press release dated February 20, 1997

EX-99.1

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                                    ANNEX C


NEWS RELEASE

FOR IMMEDIATE RELEASE


                          CLEVETRUST REALTY INVESTORS
                     ANNOUNCES PROPOSED PURCHASE OFFER FROM
                                RM CROWE COMPANY


WESTLAKE, OHIO,  FEBRUARY 20, 1997 --  John C. Kikol, Chairman and President of
CleveTrust Realty Investors (CTRIS-Nasdaq), announced today that the Trust, 
certain major shareholders of the Trust, and RM Crowe Company, a Texas
Corporation ("RMC"), have executed a letter of intent which provides that RMC,
the Trust, and such shareholders intend to negotiate definitive agreements
pursuant to which RMC would acquire all of the outstanding shares of beneficial
interest of the Trust at a price of Six Dollars and Forty-Two Cents ($6.42) per
share, in cash.  The letter of intent provides that RMC shall have until March
31, 1997, to conduct a due diligence investigation.  To evidence its good faith,
RMC has deposited Three Hundred Thousand Dollars ($300,000) in an escrow
account.  RMC has the sole discretion to terminate the letter of intent on or
before March 31, 1997, and the $300,000 will be refunded.  Assuming RMC does
not terminate the letter of intent on or before March 31, 1997 and RMC 
satisfactorily completes its due diligence, the $300,000 escrow deposit will
become nonrefundable, except in certain specified instances.  The Trust, RMC, 
and certain major shareholders of the Trust, intend to enter into mutually
acceptable definitive agreements providing for the share purchase.  It is
anticipated that, if the principal parties execute a definitive agreement,
RMC would make a tender offer for all the Trust's shares in April, 1997.  The
Trustees have unanimously approved the terms of the letter of intent and have
agreed, in the event a definitive agreement is executed by the Trust, they will
enter into an agreement to tender the shares they own in the tender offer.  The
Trustees and certain family members hold directly or indirectly approximately
70% of the outstanding shares.  It is anticipated that the Trust's Board of 
Trustees will unanimously recommend acceptance of the tender offer to the
shareholders once the definitive agreement is executed.

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     The definitive agreement to make the tender offer, if executed, will be
subject to many conditions customary in such transactions, and there can be no
assurances that the definitive agreement will be executed, or that the tender 
offer will be commenced or completed.  The letter of intent provides that it 
may be terminated in certain circumstances.  The Trust has the right to
terminate the Letter of intent if RMC is unable to furnish it with evidence of
preliminary approval of RMC's financing for the transaction on or before March
10, 1997.  If the letter of intent is terminated because the Trust recommends a
competing offer or because the Trust breaches the terms of the letter of intent,
the $300,000 good faith deposit will be refunded and the Trust will be required
to pay RMC liquidated damages of $300,000.

     The letter of intent states that it is expected that the definitive
agreement provide that RMC need not consummate the tender offer unless at least
90% of the outstanding shares are tendered.  RMC has indicated to the Trust
that, if the tender offer is completed, RMC may desire to complete a merger to
acquire, for the same consideration per share as paid in the tender offer, any
shares not tendered.  The consummation of the tender offer will be subject to
the condition that if necessary the Trust will adopt an amendment to its
declaration of trust to permit such a merger.

     The Trust announced that the Annual Shareholders' Meeting scheduled for
February 25, 1997, has been rescheduled for April 29, 1997.  The shareholders
will be asked to approve an amended employment contract for Mr. Kikol and the 
previously announced proposed plan of liquidation which would not become 
effective if the tender offer is completed.  The Trustees have previously 
agreed to vote in favor of the amended employment agreements and the plan of
liquidation.  It was previously announced that the estimated proceeds from the
three-year plan of liquidation would be in the range of $5.75 to $6.50 per
share.  This is a forward looking statement, and the actual results could be
affected by many factors, including demand and availability in the market for
the type and location of properties owned by the Trust and the availability and
terms of financing for commercial real estate.

     Finally, as announced previously, the Trust has executed sales contracts
for three properties, with potential sales proceeds of approximately $14,100,000
in the aggregate.  The letter of intent will not affect these sales, although
there can be no assurance that the prospective buyers will ultimately complete
the transactions.

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