10-Q/A

                                   FORM 10-QA

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



For the quarter ended March 31, 1995

Commission file number 0-7752

                     CONTINENTAL REAL ESTATE PARTNERS, LTD.    
                  (Exact name of Registrant as Specified in its
                       Certificate of Limited Partnership)

     Massachusetts                                        04-2523977           
(State of organization)                        (Internal Revenue Service
                                                Employer Identification Number)

     Wood Ridge Road
      Glen Arbor, Michigan                         49636   
(Address of principal executive                  (Zip code)
   offices)

                                                       (616) 334-5000       
                                               Registrant's telephone number
                                                 Including area code

                                  Not applicable                    
               Former name, former address and former fiscal year,
                          if changed since last report.

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 and Exchange 
Act of 1934 during the preceding 12 months (or 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      

 The number of limited partnership interests outstanding as of March 31, 1995:

             Limited partnership units, $500 per unit - 30,004 units

                                      Index

                     CONTINENTAL REAL ESTATE PARTNERS, LTD.



                                                             Page
FORM 10-QA                                                    1

SIGNATURES                                                    2

FORM EX-27                                                    3

COVER                                                         4

                     CONTINENTAL REAL ESTATE PARTNERS, LTD.

                                   SIGNATURES



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

                           CONTINENTAL REAL ESTATE PARTNERS, LTD.



Date                                                          
                            Robert A. Kuras, Principal Financial
                            Officer and President of
                            The Bayberry Group, Inc.
                            Sole General Partner



                                                                       -2-

EX-27

 

<ARTICLE> 5
<CIK> 0000024148
<NAME> CONTINENTAL REAL ESTATE PARTNERS LTD
<MULTIPLIER> 1
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         970,846
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      14,044,190
<DEPRECIATION>                              10,482,189
<TOTAL-ASSETS>                               4,720,012
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                   2,372,250
<TOTAL-LIABILITY-AND-EQUITY>                 4,720,012
<SALES>                                        105,459
<TOTAL-REVENUES>                               105,459
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               182,280
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (68,704)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (68,704)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0