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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                  FORM 10-Q/A
 


   [X]  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 0-10503



                     CONTINENTAL MORTGAGE AND EQUITY TRUST         
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



           California                                          94-2738844     
   --------------------------------                      ----------------------
   (State or Other Jurisdiction of                          (I.R.S. Employer
   Incorporation or Organization)                          Identification No.)



10670 North Central Expressway, Suite 300, Dallas, TX              75231   
- --------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                        (Zip Code)


                                 (214) 692-4700         
                        -------------------------------
                        (Registrant's Telephone Number,
                              Including Area Code)


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. Yes  X   No 
                                              ---     ---



Shares of Beneficial Interest,
        no par value                                  2,918,112            
- ------------------------------            ---------------------------------
          (Class)                          (Outstanding at April 28, 1995)





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This Form 10-Q/A amends the Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1995 as follows:



ITEM 1.  FINANCIAL STATEMENTS - page 9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS - pages 9 and 11
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                     CONTINENTAL MORTGAGE AND EQUITY TRUST
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


NOTE 5.  NOTES PAYABLE

In February 1995, after determining that further investment in Genesee Towers,
an office building in Flint, Michigan, could not be justified without a
substantial modification of the mortgage debt, the Trust ceased making debt
service payments on the $8.8 million nonrecourse mortgage secured by the
property.  The Trust is attempting to negotiate with the lender to modify the
mortgage.  However, there can be no assurance that such negotiations will be
successful or that the Trust will continue to own the property.  Accordingly,
as of December 31, 1994, the carrying value of the property was written down by
$1.2 million, which was included in the 1994 provision for losses, to the
amount of the nonrecourse mortgage.

NOTE 6.  COMMITMENTS AND CONTINGENCIES

The Trust is involved in various lawsuits arising in the ordinary course of
business.  Management of the Trust is of the opinion that the outcome of these
lawsuits would have no material impact on the Trust's financial condition or
results of operations.
                      ____________________________________


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Introduction

Continental Mortgage and Equity Trust (the "Trust") was formed to invest in
real estate through acquisitions, leases and partnerships and in mortgage loans
on real estate, including first, wraparound and junior mortgage loans.  The
Trust was organized on August 27, 1980 and commenced operations on December 3,
1980.

Liquidity and Capital Resources

Cash and cash equivalents aggregated $3.0 million at March 31, 1995, compared
with $7.5 million at December 31, 1994.  The principal reasons for the
reduction in cash are discussed in the paragraphs below.

The Trust's principal sources of cash have been and will continue to be
property operations, proceeds from property sales, collections of mortgage
notes receivable and borrowings.  The Trust expects that net cash provided by
operating activities and from anticipated external sources, such as property
sales and refinancings, will be sufficient to meet the Trust's various cash
needs, including, but not limited to, debt service obligations, shareholder
distributions and property maintenance and improvements.

The Trust's cash flow from property operations (rents collected less payments
for expenses applicable to rental income) increased from $2.4 million in the
first quarter of 1994 to $3.1 million in the first quarter of 1995.  Of this
net increase, $1.0 million is the result of the Trust acquiring





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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

discussions with the manager of the property and a review of the surrounding
area.  See "Recent Accounting Pronouncement," below.

Results of Operations

For the quarter ended March 31, 1995, the Trust had a net loss of $644,000,
compared to a net loss of $329,000 for the quarter ended March 31, 1994.  The
primary factors contributing to the Trust's increased net loss are discussed in
the following paragraphs.

Net rental income (rental income less expenses applicable to rental income)
increased from $2.2 million for the three months ended March 31, 1994 to $3.4
million for the three months ended March 31, 1995.  Of this increase, $1.1
million is due to the acquisition of seven apartment complexes and three
commercial properties subsequent to March 31, 1994.  In addition, net rental
income increased by $200,000 due to increased occupancy rates and lower
operating expenses at two of the Trust's apartment complexes.  These increases
were partially offset by a decrease in net  rental income at one of the Trust's
commercial properties and two of the Trust's apartment complexes due to a
decrease in occupancy rates and higher operating expenses incurred in an effort
to increase occupancy.

Interest income decreased from $666,000 for the three months ended March 31,
1994 to $200,000 for the three months ended March 31, 1995.  Of this decrease,
$388,000 is attributable to a $14.0 million wraparound mortgage note receivable
which was paid in full in December 1994 and an additional $64,000 is due to the
foreclosure during 1994 of two properties securing two of the Trust's other
mortgage notes receivable.  Interest income is expected to continue at
approximately the first quarter's level for the remainder of 1995, as the Trust
is not considering new mortgage lending except in connection with purchase
money financing of sales of Trust properties.

The Trust's equity in income of partnerships of $107,000 for the three months
ended March 31, 1995 compared to a loss of $23,000 for the three months ended
March 31, 1994.  This improvement in the operations of the Trust's equity
affiliates is primarily due to higher occupancy and lower operating expenses at
the 32 warehouse facilities owned by Indcon, L.P., a joint venture partnership
in which the Trust owns a 60% interest.  See NOTE 2. "INVESTMENTS IN
PARTNERSHIPS."

Interest expense increased from $1.7 million for the three months ended March
31, 1994 to $2.1 million for the three months ended March 31, 1995.  Of this
increase, $487,000 is due to interest expense recorded on mortgages secured by
properties acquired subsequent to March 31, 1994.  An additional $173,000 is
due to interest expense recorded on borrowings subsequent to March 31, 1994,
all secured by mortgages on previously unencumbered apartment complexes.  These
increases are partially offset by a decrease of $214,000 due to the payoff of
the underlying lien related to the payoff of a $14.0 million wraparound
mortgage note receivable in December 1994.





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