SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                       ___________________


                           FORM 10-K/A


     AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
                 Filed pursuant to Section 12(g)
               THE SECURITIES EXCHANGE ACT OF 1934


                 ASSOCIATED PLANNERS REALTY FUND
      (Exact name of registrant as specified in its charter)

                         AMENDMENT NO. 2

                         File No. 0-16805
The undersigned Registrant hereby amends the following items, financial 
statements, exhibits or other portions of its General Form for Registration 
of Securities on Form 10-K as set forth in the pages attached hereto:

           Item 7 - Management Discussion and Analysis

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

                   Associated Planners Realty Fund.                            
                         (Registrant)

Date:                                                                 


By:  West Coast Realty Advisors, Inc. (Advisor)                       

By:  Michael G. Clark, Vice President/Treasurer




ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL   
          CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     The Partnership began offering for sale limited partnership units on 
March 28, 1986.  On July 16, 1986, the Partnership reached its minimum 
offering level of $1,200,000, and funds were released from an escrow account 
to the Partnership.  The Partnership sold units throughout the remainder of 
the year, and raised $3,397,000 in gross proceeds or $3,025,961 net of 
syndication costs and sales commissions as of December 31, 1986.  During 
1986, the Partnership purchased two properties for $1,525,254 cash.  During 
1987, the Partnership purchased two additional properties for $3,829,207 
cash.  The Partnership filed Post-Effective Amendment No. 1 to the Form S-18 
used to register the Partnership.  This filing was done to extend the period 
that units could be offered for sale by registrant to March 28, 1988.  On 
December 30, 1987, the sale of units ended with $7,499,000 raised or 
$6,725,211 net of syndication costs and sales commissions.  During 1988, the 
Partnership acquired its last and final property for $1,603,144 cash.  As of 
December 31, 1988, the Partnership completed its property acquisition phase.  

     During the year ended December 31, 1994, the Partnership made 
distributions to the limited partners totaling $348,703 of which $103,851 
constituted a return of capital.  On February 3, 1995, the Partnership made a 
distribution to limited partners totaling $74,990. Distributions are 
determined by management based on cash flow and the liquidity position of the
Partnership.  It is the intention of management to make quarterly 
distributions of cash, subject to the maintenance of reasonable reserves.

     In January 1995, the Partnership closed escrow on a parcel of land 
adjacent to the Shaw Villa Shopping Center.  The purchase price of the land 
was $206,749, including a $13,102 acquisition fee paid to the Advisor.  The 
purchase was paid for using $23,602 in cash, and the remainder financed by a 
one year construction loan provided by Valliwide Bank of Fresno.  The
loan carries an interest rate of 2% over the bank's prime rate, with the 
total loan commitment equaling $1,365,000.  The loan is interest only with 
payments being made via additional draws against the loan.  There was no 
outstanding loan balance at December 31, 1994.

     During the year ended December 31, 1994, $307,180 in cash was provided 
by operating activities.  This resulted primarily from net cash basis income 
of $359,385 from operations (net income plus depreciation expense) less the 
$55,030 increase in other assets (primarily resulting from deposits paid in 
connection with the construction at Shaw Villa Shopping Center), less a 
$38,002 decrease in related party accounts payable (from the repayment of an 
advance from an affiliate) less a $19,528 decrease in security deposits and 
prepaid rents (due to a tenant prepaying January 1994 but not January 1995 
rent).  These deductions were offset by $71,892 in cash generated from the 
sale of government securities.  Cash used in investing activities
amounted to $60,762 in connection with the construction in progress at the 
Shaw Villa Shopping Center.  Cash used in financing activities amounted to 
$349,703 due primarily to the distribution to the limited partners during the 
year.



ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL   
          CONDITION AND RESULTS OF OPERATIONS (continued)

     Management uses cash as its primary measure of a partnership's 
liquidity.  The amount of cash that represents adequate liquidity for a real 
estate limited partnership, in the short-term and long-term, depends on 
several factors.  Among them are:

     1.   Relative risk of the partnership;

     2.   Condition of the partnership's properties;

     3.   Stage in the partnership's life cycle (e.g., money-raising, 
          acquisition, operating or disposition phase); and

     4.   Distributions to partners.

     The Partnership believes it has the ability to generate sufficient cash 
to meet both short-term and long-term liquidity needs, based upon the above 
four points.  The first point refers to the risk of Partnership investments.   
The Partnership's investments in properties were paid for in cash and 
precludes the risk of debt service.  Although a major tenant representing
12% of 1993 rental revenues vacated Santa Fe Business Park's Building 3 in 
December 1993, the Partnership believes that its cash reserves are sufficient 
to meet liquidity needs and to pay the relatively nominal operating costs of 
owning this building.  The second point relates to the condition of the 
Partnership's properties.  All Partnership properties are in good condition. 
There is no foreseeable need to increase reserves to fund deferred or unusual 
maintenance and repair expenditures.  The third point relates to life cycle.  
The Partnership completed its funding and acquisition of property in previous 
years.  Thus, the Partnership is in the property operating stage.   As part 
of these operating activities, the partnership was involved in purchasing and
developing the aforementioned parcel in Clovis in 1994.  This activity is 
expected to enhance rental revenues and increase the value of the Shaw Villa 
Shopping Center.  The Partnership believes that cash flows provided by 
operating activities will continue.  The fourth point relates to partner 
distributions.  The Partnership makes quarterly distributions from 
operations.  Such distributions are subject to payment of Partnership 
expenses and reasonable reserves for expenses, maintenance, and replacements.  
Adding to the liquidity is that at least one quarter's cash profits are 
reflected on the Partnership's balance sheet at each quarter end, since the
Partnership makes distributions to the partners one month after quarter end.  
Absence of any unforeseeable catastrophic event, the General Partner believes 
that the Partnership will have the ability to meet its cash requirements in 
the short-term and long-term.

     During the year ended December 31, 1994, the General Partner earned 
partnership management fees of $38,745, representing 10% of the total 
distribution (including management fees) of $387,448 to the General Partner 
and Limited Partners.  Subsequent to year-end, the General Partner received 
a partnership management fee of $8,332, representing 10% of a total 
distribution of $83,322.  Partnership management fees were paid and 
calculated in accordance with the partnership agreement.  



ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL   
          CONDITION AND RESULTS OF OPERATIONS (continued)

     As of December 31, 1993, the property located at 179 Calle Magdalena was 
vacated by its sole tenant.  The property is not impaired and initially 
management was attempting to lease the property to single floor tenants, 
although this attempt was not successful.  After management discussed the 
leasing opportunities for the property, the General Partner decided to switch
brokerage firms and lease the property to multi-tenant users.  This new plan 
to lease the property is successful and as of September 30, 1995, the 
property is 50% leased.  The lost rental revenue per year is approximately 
$50,000 net of operating expenses of $33,000.

     The Tax Reform Acts of 1986 and 1987 and the Revenue Reconciliation 
Acts of 1990 and 1993 did not have a material impact on the Partnership's 
operations.  

     The slowdown in the economy, inflation and changing prices have had a 
nominal effect on the Partnership's revenues and income from continuing 
operations.  During the eight years of the Partnership's existence, 
inflationary pressures in the U.S. economy have been minimal, and
this has been consistent with the experience of the Partnership in operating 
rental real estate in California.  The Partnership has several lease clauses 
with its properties' tenants that will help alleviate much of the negative 
impact of inflation.  Among these are:

     A.   Several month-to-month leases at the Santa Fe Business Park that 
would allow the Partnership to raise rents on a monthly basis.  

     B.   Triple net leases at the Shaw Villa Shopping Center and Pacific 
Bell Building which give the Partnership an ability to pass on higher 
operating costs to its tenants.  


RESULTS OF OPERATIONS - 1994 VS. 1993

      Operations for the years ended December 31, 1994 and 1993 reflect full 
years of rental activities for the Partnership's properties.  Net Income 
decreased 28% ($84,795) as a result of a 12% ($105,798) decrease in rental 
revenues.  This decrease in rental revenue was primarily the result of lower 
occupancy at the 187 Calle Magdalena Office Suite Building resulting in
approximately $3,521 less rental revenue and zero occupancy at the 179 Calle 
Magdalena Building resulting in approximately $101,500 less rental revenue 
from the year ended December 31, 1993.

     The Partnership's net income was reduced as the result of a $2,757 
unrealized net loss on a $58,311 (cost basis) investment in short-term 
government securities.  



ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL   
          CONDITION AND RESULTS OF OPERATIONS (continued)

     The Partnership generated $362,142 in income from operations before 
depreciation expense of $141,493 and unrealized loss on government securities 
of $2,757, compared to $454,331 in income from operation for 1993 before 
depreciation expense of $144,075.  Distributions to limited partners were 
only slightly impacted--dropping from $356,202 in 1993 to $348,703 in 1994.  
Distributions did not decrease more due to the payout of prior years'
undistributed income that had been held in reserves.  Operating expenses 
increased $5,013 (1.7%) and general and administrative expenses decreased 
$8,005 (6.9%) from 1993 to 1994, which are both considered immaterial for 
comparison purposes.  

     The statement of cash flows reflects proceeds from the sales (purchases) 
of government securities for 1994 and 1993.  These amounts pertain to gross 
sales and (purchases) of government securities and are not being reflected as 
net sales (purchases) for the periods being reported.

     The General Partner believes that the Partnership will continue to 
incur operating and general and administrative expenses consistent with the 
prior years since occupancy has not fluctuated significantly from 1993 to 
1994.  Additionally, the properties are in good condition and significant 
repairs and maintenance or other capital improvements are not necessary at 
this time.

     Net income per limited partner unit decreased from $34.60 in 1993 to 
$24.45 in 1994, due primarily to the $101,500 decrease in rental revenue in 
the 179 Calle Magdalena Building .

RESULTS OF OPERATIONS - 1993 VS. 1992

     Operations for years ended December 31, 1993 and 1992 reflect full years 
of rental activities for the Partnership's properties.  Net income increased 
15.1% ($39,601) as a result of an 11.1% ($36,232) decrease in operating 
expenses in particular and a 4.6% decrease in total expenses.  Cash from 
operations increased $80,474 as a result of higher overall revenues and
lower overall expenses.  The average occupancy for the Santa Fe and Clovis 
properties decreased from 84% in 1992 to 60% in 1993.  However, during 1993 
rental income increased $10,458 (1.2%) due increased occupancy in other 
Partnership properties and due to a tenant who vacated the Santa Fe property 
during December 1992 was obligated to make rent payment through the end of 
the lease, which expired in December 1993.



ITEM 7.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL   
          CONDITION AND RESULTS OF OPERATIONS (continued)

     The Partnership generated $454,331 in income from operations before 
depreciation expense of $144,075 in 1993 compared to $417,416 in income from 
operations for 1992 before depreciation expense of $147,023.  This 1993 
income resulted from $5,616 interest income on money market investments, 
$564,745 in rental income, net of operating expenses of $290,877
and $116,030 in general and administrative expenses.  Operating expenses 
decreased $36,232 (from $327,109 in 1992 to $290,877 in 1993) primarily as a 
result of $38,443 lower overall repairs and maintenance expenses, while 
general and administrative expenses increased $12,468 (from $103,562 in 1992 
to $116,030 in 1993) primarily as a result of a $6,249 increase in
General Partner management fees, and a $3,950 increase in accounting fees 
and general business insurance.

     The net income per limited partner unit was $34.60 in 1993 vs. $29.81 in 
1992, due to increase rental revenue collected in connection with common area 
maintenance reimbursements from tenants and lower overall expenses as 
discussed above.


                        S I G N A T U R E S



     Pursuant to the requirements of the Section 13 or 15(d) 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.



                      ASSOCIATED PLANNERS REALTY FUND
                      A California Limited Partnership
                               (Registrant)


                         By:  WEST COAST REALTY ADVISORS, INC.
                                   (General Partner)

                          
                                                                        
                                  W. THOMAS MAUDLIN JR.    
                                (Director and President)



                                                                     
                                  WILLIAM T. HAAS
                   (Director and Executive Vice President / Secretary)



                                                                                
                                   MICHAEL G. CLARK
                              (Vice President / Treasurer)





February 26, 1996