8-K/A

 
                 SECURITIES AND EXCHANGE COMMISSION SECURITIES
                            WASHINGTON, D.C. 20549


                                  FORM 8-K/A
                                        


                                CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT:                 DECEMBER 23, 1996


                          CALIFORNIA PROPERTIES FUND
             ----------------------------------------------------

                                  CALIFORNIA
             ----------------------------------------------------
                (STATE OR OTHER JURISDICTION OF INCORPORATION)


             0-19238                                    95-3463928
 ----------------------------------           ----------------------------------
       (COMMISSION FILE NUMBER)                (IRS EMPLOYEE IDENTIFICATION NO.)


12770 HIGH BLUFF DRIVE, SUITE 140, SAN DIEGO, CA                 92130
- --------------------------------------------------------------------------------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


  REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE:      (619)259-4512
                                                          -------------


                 1632 5TH STREET, SUITE 210, SANTA MONICA, CA
- --------------------------------------------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 
ITEM 4.     CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  Responses are by reference to Regulation S-K, Item 304(a)(1) and (a)(3).
     ------------------------------------------------------------------------

(a)(1)(i)   On December 23, 1996, the Registrant dismissed Goldfarb, Whitman and
Cohen and engaged Levitz, Zacks & Ciceric as its certifying accountant.

(a)(1)(ii)  The reports of Golfarb, Whitman and Cohen on the financial
statements for the years ending December 31, 1994 and December 31, 1995, contain
no adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles, except for an
explanatory paragraph describing uncertainty of the registrant to continue as a
going concern.

(a)(1)(iii) The decision to change accountants was approved by the Board of
Directors.

(a)(1)(iv)  In connection with its audits for Fiscal Years 1994 and 1995 and the
interim period from the date of the last audited financial statement to December
23, 1996 there have been no disagreements with Goldfarb, Whitman and Cohen on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Goldfarb, Whitman and Cohen would have caused it to make a
reference to the subject matter of the disagreement in connection with its
reports.

(a)(1)(v)   Not applicable.

(a)(1)(vi)  The Registrant has provided Goldfarb, Whitman and Cohen with a copy
of this disclosure.  The Registrant has requested that Goldfarb, Whitman and
Cohen furnish it with a letter addressed to the SEC stating whether it agrees
with the statements made by the Registrant in response to this Item 304(a) and,
if not, stating the respects in which it does not agree.  A copy of Goldfarb,
Whitman and Cohen's letter, provided pursuant to Item 601(b)(16) of Regulation
S-K, relating to this disclosure is attached as Exhibit A to this Form 8-K/A.

                                  SIGNATURES

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

                            California Properties Fund, a California corporation



Date: January 16, 1997      /s/ JOHN DOYAMIS 
                            ----------------------------------------------------
                            John Doyamis, President

EX-99.1

 
                                                                    EXHIBIT 99.1

             [LETTERHEAD of BERNSTEIN, FOX, WHITMAN & COMPANY LLP]


January 16, 1997

SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  California Properties Fund
     Commission File Number 0-19238
     Amended Form 8-K

Dear sir or madam:

We have read the California Properties Fund report on Form 8-K dated December 
23, 1996, as amended on January 16, 1997, reporting our dismissal as the 
company's certifying accountant. We agree with the statements contained therein,
except as follows:

Item (a)(1)(ii) - We have not, to date, issued our report on the financial 
statements as of and for the year ended December 31, 1995. We therefore cannot 
confirm or comment upon the contents of the as yet unissued report.

Sincerely,

BERNSTEIN, FOX, WHITMAN & COMPANY LLP

/s/ KENNETH L. GOLDMAN
- ------------------------------
By: Kenneth L. Goldman, C.P.A.


cc: Samuel Kelsall V, Esq.