SECURITIES AND EXCHANGE COMMISSION
                    
                     Washington, D.C.  20549

                       ___________________


                           FORM 10-Q/A


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


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

                         AMENDMENT NO. 2

                        File No. 33-13983
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-Q as set forth in the pages attached hereto:

            10-Q for the Quarter ending June 30, 1995

                             Item  2

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 GROWTH FUND
                              (Registrant)

Date:                                                                       


By:   West Coast Realty Advisors, Inc. (General Partner)    
                          
By:   Michael G. Clark, Vice President/Treasurer


                      ASSOCIATED PLANNERS REALTY GROWTH FUND
                        (A California Limited Partnership)
      
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      
      Introduction
      
         Associated Planners Realty Growth Fund (the "Partnership") was 
organized in December 1986, under the California Revised Limited Partnership 
Act.  The Partnership began offering units for sale on October 20, 1987.  As 
of December 31, 1989, the Partnership had raised $2,061,000 in gross capital
contributions.  The Partnership netted approximately $1,820,000 after sales
commissions and syndication costs.  
      
         The Partnership was organized for the purpose of investing in, 
holding, and managing improved, leveraged income-producing property, such as 
residential property, office buildings, commercial buildings, industrial 
properties, and shopping centers.  The Partnership intends to own and operate 
such properties for investment over an anticipated holding period of 
approximately five to ten years.  
         
         The Partnership's principal investment objectives are to invest in 
rental real estate properties which will:  
      
         (1) Preserve and protect the Partnership's invested capital;
      
         (2) Provide for cash distributions from operations;
      
         (3) Provide gains through potential appreciation; and
      
         (4) Generate Federal income tax deductions so that during the early
             years of property  operations, a portion of cash distributions 
             may be treated as a return of capital for tax purposes and, 
             therefore, may not represent taxable income to the limited 
             partners.  
      
         The ownership and operation of any income-producing real estate is 
subject to those risks inherent in all real estate investments, including 
national and local economic conditions, the supply and demand for similar 
types of properties, competitive marketing conditions, zoning changes, 
possible casualty losses, and increases in real estate taxes, assessments, 
and operating expenses, as well as others. 


                    ASSOCIATED PLANNERS REALTY GROWTH FUND
                      (A California Limited Partnership)
      
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               (continued)
      
         The Partnership is operated by West Coast Realty Advisors, Inc. 
("WCRA") (the corporate General Partner) and Mr. W. Thomas Maudlin Jr. (an 
individual General Partner), collectively the "General Partner," subject to 
the terms of the Amended and Restated Agreement of Limited Partnership.  The 
Partnership has no employees, and all administrative services are provided by
WCRA, the corporate General Partner.  
      
      Results of Operations
      
         Operations for the quarter ended June 30, 1995, reflect an entire 
period of operations for the Partnership's properties.  Rental revenue for the 
three and six months ended June 30, 1995, decreased from the three and six 
months ended June 30, 1994 by approximately $16,374 and $38,207.  Part of 
this decrease was a result of a vacancy at the San Marcos building from 
January 8, 1995 to February 13, 1995.  The effect of this vacancy was a 
decrease in rent of approximately $3,000 for the quarter and six months.  In 
addition, the new tenant (No Fear Inc.) entered into a lease at a rate that 
was 30% less than the rate on the lease of the prior tenant (Professional 
Care Products).  This has resulted in approximately $4,000 less rent for the
first six months of 1995 in comparison to the first six months of 1994.  The 
remaining $31,000 decrease in rental revenue is the result of lower occupancy
and lower rent rates at the Santa Ana office building.  Total costs and 
expenses related to the properties' operation were similar for the quarter 
ended June 30, 1995 and the quarter ended June 30, 1994.  These same costs 
were $4,783 lower for the six months ended June 30, 1995 vs. the six months 
ended June 30, 1994, as a result of lower interest expense (greater principal
repayments on mortgage loan) and property management fees expenditures.  
General and administrative expenses were approximately equal for both the 
three and six months ended June 30, 1995 and June 30, 1994, as was 
depreciation and amortization expense.  Property management fees tracked the 
level of rental revenue.  Proeprty operating costs were slightly higher for 
the three and six months ended June 30, 1995 in comparison to the prior year 
($741 for the quarter and $2,436 for six months), due to slightly higher 
office maintenance costs. 
      
         At June 30, 1995, the Parkcenter Building was 98% occupied by nine
tenants.  The San Marcos property, which is 10% owned the Partnership, was
100% occupied by one tenant.

      
         In an effort to secure a debt reduction and/or restructure from the 
holder of the first deed of trust on the Parkcenter Office Building property 
("Parkcenter Property"), the Partnership elected to pay real estate taxes due
April 10, 1995 on the Parkcenter Property on June 30, 1995.  Despite the 70% 
to 80% occupancy level at the property, it has been unable to generate a 
positive cash flow.  As a result the Partnership's General Partner has been 
paying certain administrative costs of the Partnership, i.e., property 
management fees, legal and accounting costs, general and administrative fees,
as well as certain leasehold improvement costs.  As of June 30, 1995, the 
amount of cash advanced to the Partnership by the General Partner was 
$150,000.  In addition, the General Partner and its affiliates have deferred 
collection of fees and expenses totaling $177,971.  The General Partner is 
also pursing alternative solutions to improve the cash flow of the Parkcenter
Property and the Partnership.  
                              
      Liquidity and Capital Resources
      
         During the quarter ended June 30, 1995, the Partnership's cash 
reserves decreased by $7,836 primarily due to the payment of property taxes 
and the 30% lower rate on the new tenant lease at the San Marcos property.  
Cash reserves are defined as cash balances in checking and money market 
accounts.
      
         For the six months ended June 30, 1995, the change in cash and cash
equivalents decreased by $3,056.  This can be accounted for as follows:
      
      1)  $4,720 in cash was provided by operating activities.  This was 
largely the result of cash being provided by an increase in accounts payable of
$21,928 as payments of amounts due to third-party vendors and (particularly) 
affiliates was postponed until later periods.  In addition, Other Assets 
decreased $17,609, effectively resulting in an increase in cash.  This 
decrease was primarily the result of a decrease in prepaid expense balances, 
resulting from the write-off of amounts (primarily insurance) paid in the last
quarter of 1994. These increases to cash were greatly offset by $35,613 use 
of cash resulting from the cash basis net loss for the first six months of the 
year ($68,811 net loss with $33,198 in depreciation added back).  Management 
realizes that this increase in cash was unusual, and it expects that 
operating activities for the rest of the year will result in a net use of 
cash.
      
      2) $7,776 in cash was used by financing activities.  This was entirely 
the result of the payback of principal on the outstanding mortgage note 
payable.  
      
      
                 ASSOCIATED PLANNERS REALTY GROWTH FUND
                   (A California Limited Partnership)
      
      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              (continued)
      
         The Partnership had a net loss of $30,100, or $14.46 per limited 
partnership unit, after depreciation expense of $16,599 for the quarter 
ended June 30, 1995.
                              
         The Partnership's small cash reserve is invested primarily in a bank 
money market account. This reserve is invested to provide stability and 
safety of principal, competitive interest rates, and quick availability of 
funds, in that order of importance.  
      
         Due to the large amount of vacancies and an increase in maintenance 
and repair expenses at the Santa Ana Property, the 3% reserve remained 
depleted during the first six months of 1995.  In addition, the General 
Partner has made loans to the Partnership and deferred collection of 
miscellaneous amounts owed to it by the Partnership.   For this reason, there
were no distributions made to the limited partners during the first six 
months.  It is the Partnership's intention to eliminate partner distributions 
until such time as the reserves are built back up to acceptable levels and 
various deferred liabilities due to the Advisor and its affiliates are paid.  
The Partnership's properties are currently operating at a loss on a cash 
basis, though the level of vacancy at the properties has stabilized.  It is 
uncertain at this point how long it will take the Partnership to rebuild cash 
reserves and operate profitably on a cash basis. The Partnership's ability to
meet cash requirements in the short-run is dependent upon the willingness of 
the General Partner and its affiliates to defer collection of amounts due for 
property management fees and overhead allocations, and the stabilization of 
the tenant base and rental rates at the Santa Ana property.  In the long run, 
the Partnership's cash requirements will be further affected by the need to 
pay off the Deed of Trust that secures the Santa Ana property.  This note is 
due on January 1, 2000, and is projected to have a balance of approximately 
$1,500,000 at that time.  A sale or refinance of the property will of course 
be necessary prior to that date.  The San Marcos property has no debt 
financing.   In the short-term, the fact that this property has a quality 
tenant and operates under a triple net lease, allows the Partnership to 
collect a nominal amount of cash from the operations of this Property.  In 
the long-run, the Partnership expects to benefit from the sale of this 
property when it is sold.  The General Partner anticipates that the San
Marcos property will be sold prior to the year 2000.

      
         The condition of the properties is relatively good, therefore there 
are no projected capital improvements or unusually large repair costs that 
would severely deplete the cash reserves.  The General Partner believes in 
the long-term the property can generate positive cash flows.  The General 
Partner is committed to maintaining the economic viability of the Partnership 
and is exploring alternatives to maintaining sufficient operating capital.  
This includes advancing small loans to the Partnership as needed ($5,000 to
$10,000), soliciting additional Limited Partner contributions to paydown the
mortgage balance, or other forms of debt relief.  The General Partner is a
wholly owned subsidiary of Associated Financial Group (the "Parent"), which
consolidated, as of December 31, 1994, had $6.3 million in assets, $2.0
million in cash and cash equivalents, and $3.0 million in equity, and had net
income of $.3 million for the year ended December 31, 1994.  The ability of
the General Partner to obtain these advances is dependent upon the liquidity 
of the Parent company of the General Partner.
      
         The General Partner is aware that the economic conditions in the 
area in which the Santa Ana property is located are not good.  There have 
been several foreclosures of office buildings in the same general area.  
Buildings have had to compete for a dwindling supply of viable tenants by 
lowering the rental rates they are offering, to rates that will allow owners 
to compete in a difficult marketplace, that is considered to have an 
oversupply of available office space.  The General Partner is of the opinion 
that the surplus of office space in the area has deterred new building in the 
general area, and that eventually, given a turnaround in the local economy, 
the demand for office space will improve, driving up market rents, and 
improving the value of the Santa Ana property.  It is the intention of the 
General Partner to sell the Santa Ana property when it is reasonably 
feasible, given the facts that:
      
       1) The price it could be sold for now would be less than the balance 
on the outstanding mortgage debt on the property, thus giving Partnership 
incentive to substantially lease-up and maintain the property prior to sale,
      
       2) The debt service on the property is so high that given the long-
term realities of low inflation in the U.S. economy and long-term economic 
sluggishness in the Southern California economy (due to Orange and Los 
Angeles county fiscal problems, aerospace and defense layoffs, lower personal
income figures, higher than U.S. average unemployment, etc.), rents could 
never increase enough in the foreseeable future for this property to generate 
significant enough positive cash flow to maintain the viability of the 
Partnership, and pay certain accrued and accruing expenses due to the General 
Partner and Affiliates. 

      
         In March 1995, the Financial Accounting Standards Board approved
adoption of Statement of Financial Accounting Standards No. 121 (SFAS 121 -
Accounting for the Impairment of Long-lived Assets and for Long-Lived
Assets to Be Disposed of).  This statement is effective for fiscal years
beginning December 15, 1995, with restatement of previously issued financial
statements not permitted.  SFAS 121 establishes accounting standards for the
impairment of long-lived assets, certain identifiable intangibles, and 
goodwill related to those assets to be held and used and for long-lived 
assets and certain intangibles to be disposed of.  Previous to this 
pronouncement, accounting standards had not addressed when impairment losses 
should be recognized or how impairment losses should be measured.   The 
Partnership has not previously recognized any impairment in the value of the 
property in Santa Ana.  If SFAS 121 were to be applied to the financial 
statements of the Partnership prior to the required implementation date, the 
General Partner feels that a $1,700,000 decrease in the value of the Santa 
Ana property would be required, resulting in an equivalent decrease in 
earnings and a substantial net loss for the year.  This loss would be 
unrealized, and thus would not flow through to the partners for tax purposes,
and may not flow through until the building is sold or otherwise disposed of.  
The recording of this loss allowance, in itself, would not directly affect 
the liquidity of the Partnership, which as previously discussed, is poor.
      
         As previously discussed, the Partnership has a 10% interest in a 
building in San Marcos, California.  Subsequent to yearend, the building was 
leased to a tenant at a rate 70% of the previous rental rate.  Because the 
Partnership has such a small percentage interest in this property, the 
decrease in rent results in only a $750 per month decrease in cash flow.  
This decrease is not expected to have a material impact on operations.
      
         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.  
      
         During the 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 clauses in its leases with some of 
its properties' tenants that will help alleviate some of the negative impact 
of inflation.  However, as previously alluded to, the lack of inflation is 
hurting the Partnership due to the stagnation of office rental rates.
      
         The Partnership completed its acquisition program in 1990.  
      
         There are currently no plans for any material renovation, 
improvement or further development of the properties.
      
      
                  ASSOCIATED PLANNERS REALTY GROWTH FUND
                     (A California Limited Partnership)
      
      
                            S I G N A T U R E S
       
      
      
      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.  
      
      
      
                    ASSOCIATED PLANNERS REALTY GROWTH FUND
                        A California Limited Partnership
                                  (Registrant)
      
      
      
January 4, 1996                By:  WEST COAST REALTY ADVISORS, INC.
                                        A California Corporation,
                                             A General Partner
      
      
                                     William T. Haas 
                                     William T. Haas
                        Director and Executive Vice President / Secretary
      
      
      
      
January 4, 1996                                                            
                                       Michael G. Clsrk
                                       Michael G. Clark
                                 Vice President / Treasurer