SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                                
                           FORM 10-K
                        Amendment No. 1
                                
 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 1996

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

                 Commission file number: 1-12592

              WALDEN RESIDENTIAL PROPERTIES, INC.
     (Exact name of Registrant as specified in its charter)
                                

                            Maryland
                  (State or other jurisdiction
                               of
                        incorporation or
                         organization)


                           75-2506197
                        (I.R.S. Employer
                      Identification No.)
                                
                                
                  One Lincoln Centre, 5400 LBJ
                            Freeway,
                Suite 400, LB 45, Dallas, Texas
                     (Address of principal
                       executive offices)
                                

                             75240
                           (Zip Code)
                                
                                
                 Registrant's telephone number,
              including area code:  (972) 788-0510
                                
  Securities registered pursuant to Section 12(b) of the Act:
                                
                                
                      Title of each class:
                                
                         Common stock,
                         $.01 par value
                                
                   9.16% Series B Convertible
                  Redeemable Preferred Stock,
                         $.01 par value
                                
                 9.20% Senior Preferred Stock,
                         $.01 par value


                    Name of each exchange on
                       which registered:
                                
                    New York Stock Exchange
                                
                                
                    New York Stock Exchange
                                
                               
                    New York Stock Exchange
                                
                                
Securities registered pursuant to Section 12(g) of the Act:  None
                                
Indicate by check mark whether Registrant (1) has filed all report
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 Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past
90 days.

                    Yes   X        No      

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Park
III of this Form 10-K or any amendment to this form 10-K.   X 

The aggregate market value of the voting stock held by non-affiliates
of the registrant was $413,158,242 at March 3, 1997.

The number of shares of common stock outstanding at March 3, 1997
was 17,385,927.

               DOCUMENTS INCORPORATED BY REFERENCE

Certain information in the Registrant's definitive proxy statement
to be filed with the Securities and Exchange Commission related to
the Company's 1997 Annual Meeting of Stockholders is incorporated
by reference in Part III hereof.

<Page 1>
                         EXPLANATORY NOTE

  Walden Residential Properties, Inc., a Maryland corporation,
hereby amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, by revising the attached pages in order to
respond to a revision request received from the Securities and
Exchange Commission on May 7, 1997.

<Page 2>

Item 6.     Selected Financial Data

  The following tables set forth selected consolidated financial
data for the Company and combined financial data for 18 of the
Original Properties (three of which have been sold, one in April
1995, one in April 1996 and one in September 1996) acquired
concurrently with the closing of the IPO and assets, liabilities
and operations of the Walden Predecessors' operating companies. 
The historical consolidated operating data for the Company for the
years ended December 31, 1996 and 1995 and the period from February
9, 1994 (date of commencement of operations) to December 31, 1994
and the balance sheet data as of December 31, 1996 and 1995 and the
combined operating data of the Walden Predecessors for the period
January 1, 1994 to February 8, 1994, each of the years in the two-year
period ended December 31, 1993 and the balance sheet data as
of December 31, 1993 and 1992 have been derived from the
consolidated financial statements and accounting records of the
Company and the combined financial statements and accounting
records of the Walden Predecessors, respectively, which have been
audited by independent auditors.  The consolidated and combined
historical operating results of the Company and the Walden
Predecessors may not be indicative of future operating results of
the Company. The following selected financial information should be
read in conjunction with the discussion set forth under
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and all of the financial statements included
elsewhere in this report.  All amounts are in thousands except per
share and property data.

<Page 3>
<TABLE>
<CAPTION>
                                                           The Company
                                                 -----------------------------------
                                                 Year Ended            February 9 to
                                                December 31,            December 31,
                                                ------------           -------------
                                              1996        1995            1994
                                              ----        ----            ----
<S>                                        <C>          <C>            <C>
OPERATING DATA
  Revenues
    Rental income . . . . . . . . . . . .  $ 105,602    $ 78,469       $  39,602
    Other property income . . . . . . . .      3,873       3,090           1,493
    Interest income . . . . . . . . . . .      1,433         856             365
    Other income. . . . . . . . . . . . .        263         409             533
                                           ---------    --------       ---------
        Total revenues. . . . . . . . . .    111,171      82,824          41,993
  Expenses
    Property operating and
      maintenance . . . . . . . . . . . .     37,521      28,748          15,607
    Real estate taxes . . . . . . . . . .     10,039       7,337           3,275
    General and administrative. . . . . .      5,124       3,811           2,507
    Interest expense. . . . . . . . . . .     20,573      17,111           6,288
    Amortization. . . . . . . . . . . . .        916         900             371
    Depreciation. . . . . . . . . . . . .     19,810      15,734           8,589
                                           ---------    --------       ---------
      Total expenses. . . . . . . . . . .     93,983      73,641          36,637
                                           ---------    --------       ---------
  Operating income. . . . . . . . . . . .     17,188       9,183           5,356
  Gain on disposition of real
    property. . . . . . . . . . . . . . .      1,934       1,502             --
                                           ---------    --------       ---------
  Income before extraordinary item. . . .     19,122      10,685           5,356
  Extraordinary loss on debt
    extinguishment. . . . . . . . . . . .     (1,848)     (1,352)            --
                                           ---------    --------       ---------
  Net income. . . . . . . . . . . . . . .     17,274       9,333           5,356
  Preferred distributions . . . . . . . .     (4,092)       (922)            --
                                           ---------    --------       ---------
  Net income available to
    common stockholders . . . . . . . . .  $  13,182    $  8,411       $   5,356
                                           =========    ========       =========
  Net income available to common
    stockholders per share. . . . . . . .  $     .90    $    .69       $     .62
                                           =========    ========       =========
  Distributions per share of
    common stock. . . . . . . . . . . . .  $    1.86    $   1.82       $    1.09
                                           =========    ========       =========
  Weighted average number of
    common stock and common
    stock equivalent shares
    outstanding . . . . . . . . . . . . .     14,720      12,155           8,689
                                           =========    ========       =========
PROPERTY DATA
  Total properties at end of period). . .         68          55              40
  Total units (at end of period). . . . .     21,407      17,205          12,319
  Total units (weighted average). . . . .     18,430      14,601           9,140
  Weighted average monthly
    property revenue per unit (a) . . . .  $     495    $    465       $     420

OTHER DATA 
  Funds from operations (b) . . . . . . .  $  36,998    $ 24,917       $  13,945
  Cash flows provided by (used in):
     Operating activities . . . . . . . .  $  38,281    $ 31,317       $  16,420
     Investing activities . . . . . . . .  $(158,668)   $(86,926)      $(256,114)
     Financing activities . . . . . . . .  $ 143,306    $ 58,121       $ 243,982
</TABLE>
<TABLE>
<CAPTION>
                                                 The Company
                                                 Year Ended
                                                 December 31,
                                                 ------------
                                         1996       1995      1994
                                         ----       ----      ----
<S>                                   <C>         <C>       <C>
OPERATING DATA
BALANCE SHEET DATA
  Real estate assets. . . . . . . . . $683,515    $513,341  $329,206
  Accumulated depreciation. . . . . .  (41,707)    (23,734)   (8,589)
  Total assets. . . . . . . . . . . .  689,714     510,548   334,937
  Mortgage notes payable and
    credit facility . . . . . . . . .  258,908     259,015   165,439
  Stockholders' equity. . . . . . . .  411,421     235,127   160,267
</TABLE>

(a)    Represents rental income and other property income, divided by
       weighted average units, divided by the number of months.

<Page 4>

(b)    Management generally considers funds from operations ("FFO")
       to be an appropriate measure of the performance of an equity
       REIT.  FFO is defined as net income (loss) (determined in
       accordance with generally accepted accounting principles),
       excluding gains (or losses) from debt restructuring and sales
       of property, plus depreciation of real estate assets.  FFO
       does not represent cash generated from operating activities in
       accordance with generally accepted accounting principles and
       is not necessarily indicative of cash available to fund cash
       needs and cash distributions.  FFO should not be considered as
       an alternative to net income as an indication of the Company's
       performance or as an alternative to cash flow as a measure of
       liquidity.  In addition, the Company's FFO is not necessarily
       comparable to similar entitled items reported by other REITs. 
       FFO for the 1995 and 1994 periods have been restated to
       reflect the new definition of FFO.

<TABLE>
<CAPTION>
                                           Walden Predecessors
                                           -------------------
                                     January 1 to         Year Ended
                                      February 8,        December 31,
                                         1994          1993        1992
                                         ----          ----        ----
<S>                                    <C>           <C>         <C>
OPERATING DATA
  Revenues
     Rental income. . . . . . . . .    $ 3,047       $27,336     $25,668
     Other property income. . . . .        134         1,286       1,089
     Interest income. . . . . . . .         37           124         182
     Property management fees . . .        150         1,266       1,167
                                       -------       -------     -------
       Total revenues . . . . . . .      3,368        30,012      28,106
  Expenses
     Property operating and
       maintenance. . . . . . . . .      1,242        11,398      10,813
     Real estate taxes. . . . . . .        226         2,159       2,121
     General and administrative . .        217         2,263       2,014
     Interest expense . . . . . . .      1,075        11,456      11,751
     Amortization and
       financing costs. . . . . . .         20         1,417         418
     Depreciation . . . . . . . . .        633         6,114       6,198
                                       -------       -------     -------
       Total expenses . . . . . . .      3,413        34,807      33,315
                                       -------       -------     -------
  Net loss (a). . . . . . . . . . .    $   (45)      $(4,795)    $(5,209)
                                       =======       =======     =======
PROPERTY DATA
  Total properties (at end of
    period) . . . . . . . . . . . .         18            18          18
  Total units (at end of period). .      5,895         5,895       5,895
  Total units (weighted average). .      5,895         5,895       5,895
  Weighted average monthly
    property revenue per
    unit (b). . . . . . . . . . . .    $   421       $   405     $   378

OTHER DATA
  Funds from operations (c) . . . .    $   588       $ 1,370     $ 1,079
  Cash flows provided by (used in):
     Operating activities . . . . .    $ 1,858       $ 1,698     $ 2,497
     Investing activities . . . . .    $   --        $   (23)    $   (11)
     Financing activities . . . . .    $  (311)      $(1,476)    $(2,320)
</TABLE>
<TABLE>
<CAPTION>
                                                       December 31,
                                                       ------------
                                                   1993           1992
                                                   ----           ----
<S>                                              <C>            <C>
BALANCE SHEET DATA
  Real estate assets . . . . . . . . . . .       $195,421       $195,421
  Accumulated depreciation
    and impairment allowance . . . . . . .        (83,026)       (76,981)
  Total assets . . . . . . . . . . . . . .        121,889        126,495
  Mortgage notes payable . . . . . . . . .        147,322        144,801
  Partners' deficit. . . . . . . . . . . .        (33,610)       (29,256)
</TABLE>

<Page 5>

(a)    Net loss of Walden Predecessors is before income tax benefits
       and extraordinary gains.

(b)    Represents rental income and other property income, divided by
       weighted average units, divided by the number of months.

(c)    Management generally considers FFO to be an appropriate
       measure of the performance of an equity REIT.  FFO is defined
       as net income (loss) (determined in accordance with generally
       accepted accounting principles), excluding gains (or losses)
       from debt restructuring and sales of property, plus
       depreciation of real estate assets.  FFO does not represent
       cash generated from operating activities in accordance with
       generally accepted accounting principles and is not
       necessarily indicative of cash available to fund cash needs
       and cash distributions.  FFO should not be considered as an
       alternative to net income as an indication of the Company's
       performance or as an alternative to cash flow as a measure of
       liquidity.   In addition, the Company's FFO is not necessarily
       comparable to similar entitled items reported by other REITs. 
       FFO for the three periods presented above have been restated
       to reflect the new definition of FFO.

<Page 6>

Funds from Operations
---------------------

  Management generally considers funds from operations ("FFO")
an appropriate measure of performance of an equity REIT.  FFO is
defined as net income (determined in accordance with generally
accepted accounting principles), excluding gains (or losses) from
debt restructuring and sales of property, plus depreciation of real
estate assets. The Company believes that in order to facilitate a
clear understanding of its operating results, FFO should be
examined in conjunction with net income (loss) as presented in the
audited consolidated or combined financial statements and
information included elsewhere in this report.  FFO does not
represent cash generated from operating activities in accordance
with generally accepted accounting principles and is not
necessarily indicative of cash available to fund cash needs and
cash distributions.  FFO should not be considered as an alternative
to net income (determined in accordance with generally accepted
accounting principles) as an indication of the Company's
performance or as an alternative to cash flow (determined in
accordance with generally accepted accounting principles) as a
measure of liquidity.  In addition, the Company's FFO is not
necessarily comparable to similar entitled items reported by other
REITs.

  The National Association of Real Estate Investment Trusts
("NAREIT") adopted certain changes to the calculation of FFO during
1995.  The Company has adopted these changes effective January 1,
1996, and the Company has restated below its 1995 calculation of
FFO for comparative purposes.  Under NAREIT's new definition of
FFO, the Company (as well as other REITs using the old definition)
will no longer add back amortization of financing costs.  The
following is a calculation of  FFO under the new definition (in
thousands):

<TABLE>
<CAPTION>
                                                   1996       1995
                                                   ----       ----
<S>                                              <C>        <C>
Income before extraordinary item . . . . . . .   $19,122    $10,685
Gain on disposition of real property . . . . .    (1,934)    (1,502)
Depreciation of real estate assets . . . . . .    19,810     15,734
                                                 -------    -------
  Funds from Operations. . . . . . . . . . . .   $36,998    $24,917
                                                 =======    =======
</TABLE>

       As discussed in Note (3) in the accompanying financial
statements, effective July 1, 1996, the Company revised its method
of accounting to capitalize the cost of replacement carpets on a
prospective basis.  Following is the effect on depreciation, net
income and FFO for such change in accounting policy for the year
ended December 31, 1996:

<TABLE>
<S>                                                                     <C>
Adjustment for change in accounting
  policy to capitalize carpet
  replacement costs (and effect on
  funds from operations) . . . . . . . . . . . . . . . . . .            $   864

Adjustment for effect of
  depreciation on capitalized
  carpet replacement costs . . . . . . . . . . . . . . . . .                (43)
                                                                        -------
Net effect on net income . . . . . . . . . . . . . . . . . .            $   821
                                                                        =======
</TABLE>

       FFO increased $12.1 million, or 48.5%, from $24.9 million for
the year ended December 31, 1995 to $37.0 million for the year
ended December 31, 1996.  The increase in FFO was primarily
attributable to additional operating income, which resulted from an
increase in the number of units owned as a result of property
acquisitions and increased operating income from properties owned
throughout both periods.

<Page 7>

                            SIGNATURES

     Pursuant to the requirements of 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.

                              WALDEN RESIDENTIAL PROPERTIES, INC.

                              By:  / s / Mark S. Dillinger
                                   ----------------------- 
                                   Mark S. Dillinger
                                   Executive Vice President &
                                   Chief Financial Officer

                              Date:      May 23, 1997
                                   -----------------------

<Page 8>

               WALDEN RESIDENTIAL PROPERTIES, INC.
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(2)  Basis of Presentation and Summary of Significant Accounting
     Policies

     Real Estate Assets and Depreciation
     -----------------------------------

     Expenditures directly related to the acquisition and
improvement of real estate assets are capitalized at cost as land,
buildings and improvements. The Company capitalizes the cost of
appliances, exterior painting, roof replacement and expenditures
for other major property improvements, as well as rehabilitation
costs incurred for properties acquired.  Effective July 1, 1996,
the Company revised its method of accounting to capitalize the cost
of replacement carpets on a prospective basis (see Note 3).

     Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets which range from 14 to
30 years for buildings and five, ten or 15 years for personal
property. 

     The Company's management routinely reviews its investments for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.  Based
on the Company's policy for reviewing impairment of long-lived
assets (reviewing expected future cash flows of its properties),
there was no adjustment necessary for impairment of properties
during the three year period ended December 31, 1996.