8-K

                          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



                                   February 9, 1998
                   Date of Report (Date of earliest event reported)



                                 WEDGESTONE FINANCIAL
                (Exact name of registrant as specified in its charter)

MASSACHUSETTS                           1-8984                 04-26950000
(State or other juris-         (Commission File Number)       (IRS Employer
diction of incorporation)                                   Identification No.)


                               5200 N. Irwindale Avenue
                                      Suite 168
                             Irwindale, California 91706
                       (Address of principal executive offices)

                                    (818) 338-3555
                 (Registrant's telephone number, including area code)



ITEM 5.  OTHER EVENTS

     On February 9, 1998, the Company announced that its Board of Trustees had
approved a tender offer by the Company to acquire all of the issued and
outstanding shares of beneficial interest of the Company not owned by certain
majority shareholders, who collectively own approximately 62.1% of the issued
and outstanding shares as part of a proposed "going private" transaction..  The
offer price is $0.67 net per share.  The Company anticiapates that all remaining
shares following the tender offer will be converted into the right to receive
$0.67 net per share in a merger to be consummated as soon as practical after the
tender offer.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

99.1 Filed herewith is the Company's press release dated February 9, 1998.


                                      -2-



                                   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.

                                                 WEDGESTONE FINANCIAL
                                                 (Registrant)



Dated: February 9, 1998                         By /s/ David L. Sharp
                                                  ----------------------------
                                                  David L. Sharp
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)
                                     

     The name "Wedgestone Financial" (formerly Wedgestone Realty Investors
Trust) is the designation of the Trustees under a Declaration of Trust dated
March 12, 1980, as amended, and in accordance with such Declaration of Trust,
notice is hereby given that all persons dealing with Wedgestone Financial by so
acting acknowledge and agree that such persons must look solely to the Trust
property for the enforcement of any claims against Wedgestone Financial and that
neither Trustees, officers, employees, agents nor shareholders assume any
personal liability for claims against the Trust or obligations entered into on
behalf of Wedgestone Financial, and that the respective properties shall not be
subject to claims of any other person in respect of any such liability.


                                      -3-

EX-99.1

FOR IMMEDIATE RELEASE
[MONDAY], FEBRUARY 9, 1998

WEDGESTONE FINANCIAL
ERIC H. LEE
CHIEF FINANCIAL OFFICER
(626) 960-6762


                     WEDGESTONE FINANCIAL ANNOUNCES TENDER OFFER

     IRWINDALE, CALIFORNIA, FEBRUARY 9, 1998--Wedgestone Financial (OTC Bulletin
Board: WDGF) announced today that its Board of Trustees had approved a tender
offer by the Company to acquire all of the issued and outstanding shares of
beneficial interest of the Company not owned by certain majority shareholders,
who collectively own approximately 62.1% of the issued and outstanding shares.

     The offer price is $0.67 net per share to sellers in cash.  On February 6,
1998, the last full trading day prior to the announcement of the tender offer,
the last sales price per share was $0.35.  The Company will pay all fees and
expenses of the tender offer, and tendering sellers will not be required to pay
any brokerage fees or commissions.

     The tender offer was approved by the Company's independent trustees as well
as by its full Board of Trustees.  It is intended that the tender offer will be
commenced at the earliest practicable time following reviews of the necessary
documentation by the Securities and Exchange Commission.  All remaining shares,
if any, not purchased in the tender offer will be converted into the right to
receive $0.67 net per share in a merger to be consummated as soon as practicable
after the tender offer.

     John C. Shaw, Chairman of the Board of the Company, commented:  "This
transaction will give our shareholders, many of whom own less than 100 shares of
stock, the opportunity to sell their shares at a substantial premium over
historical market prices and at the same time avoid the fees and commissions of
brokers.  Further, many of these shareholders acquired an interest in the
Company a long time ago when the Company's primary business was real estate
mortgage lending.  Since emerging from bankruptcy in 1992, the Company's
strategy has shifted and it now engages in a significantly different line of
business."

     Headquartered in Irwindale, California, Wedgestone Financial is primarily
engaged in the manufacture and distribution of automotive aftermarket products
for the light duty truck market.