FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE

     This First Amendment to Agreement of Sale and Purchase
("Amendment") is entered into effective as of September 15, 1996,
by and between Walden Residential Properties, Inc., a Maryland
corporation ("Purchaser") and Meadow Glen Limited Partnership, a
Washington limited partnership ("Seller").

                            BACKGROUND

     A.   Seller and Purchaser entered into that certain Agreement
of Sale and Purchase ("Agreement") covering a certain parcel of
real property located in the City of Glendale, Arizona, more
commonly known as the Meadow Glen Apartments and more particularly
described in the Agreement.

     B.   Seller and Purchaser now desire to amend the Agreement as
provided below.

                            AGREEMENT

     1.   Defined Terms.  All capitalized terms used but not
defined herein shall have the same meanings given such terms in the
Agreement.

     2.   Closing.  The Agreement hereby is amended as follows:

     (a)  The Closing hereby is extended from September 15, 1996
          until October 15, 1996.  In consideration of this
          extension, Title Company shall immediately disburse to
          Seller an amount equal to $100,000 ("Initial
          Disbursement") of the $200,000 Earnest Money held by the
          Title Company. 

     (b)  Purchaser further shall be entitled to an additional
          extension of the Closing from October 15, 1996 to
          November 15, 1996.  Such extension shall be automatically
          effective  immediately upon receipt by Seller of written
          notice of Purchaser's election to so extend the Closing
          ("Notice of First Extension") prior to 5:00 p.m., Pacific
          Standard Time, on October 15, 1996.  In consideration of
          this extension, Title Company shall disburse to Seller an
          amount equal to $100,000 ("Second Disbursement") of the
          remaining $100,000 Earnest Money held by the Title
          Company immediately upon receipt of the Notice of First
          Extension signed by Walden.

     (c)  Purchaser further shall be entitled to an additional
          extension of the Closing from November 15, 1996 to
          December 31, 1996.  Such extension shall be automatically
          effective  immediately upon receipt by Seller of written
          notice of Purchaser's election to so extend the Closing
          ("Notice of Second Extension") prior to 5:00 p.m.,
          Pacific Standard Time, on November 15, 1996.  In
          consideration of this extension, Purchaser shall deliver
          to Seller, together with the Notice of Second Extension,
          the sum of $100,000 ("Supplemental Deposit"), either by
          wire transfer or by cashier's check made payable to
          Seller.  Immediately upon delivery to Seller, the
          Supplemental Deposit shall become a part of the Earnest
          Money and subject to the terms of the Agreement as
          modified hereby.  The Earnest Money and Supplemental
          Deposit shall hereafter be collectively referred to as
          the "Earnest Money".

     (d)  Title Company may rely with acquittal upon Seller's
          instruction to so disburse such monies to Seller in
          accordance with this Amendment.  The provisions of this
          Paragraph 2 shall constitute irrevocable escrow
          instructions from Seller and Purchaser to Title Company
          regarding the disbursement of the monies described and as
          provided in this Paragraph 2.  Once disbursed or paid to
          Seller, the monies so disbursed or paid shall be the sole
          property of Seller, and shall not be refundable to
          Purchaser if Purchaser ultimately fails to close its
          purchase of the Property for any reason whatsoever, other
          than a default by Seller; provided, however, all such
          monies shall be applied to the Purchase Price if
          Purchaser ultimately does purchase the Property.

     3.   Interest on the Earnest Money.     All interest accrued
on the Earnest Money deposited with and disbursed by the Title
Company through and including the date of disbursement shall
continue to be held by the Title Company and applied to the
Purchase Price at Closing.  In  no event shall such interest
otherwise be paid to Seller.  In the event that the Closing does
not occur, such interest shall be returned to Purchaser.

     4.   Seller's Default.   Section 11.3 of the Agreement hereby
is amended to provide that, in the event that Seller fails or
refuses to consummate the sale of the Property for any reason other
than Purchaser's failure or refusal to close the purchase of the
Property, then the entire amount of the Earnest Money shall be
refunded to Purchaser immediately.  Seller further acknowledges and
agrees that, absent Purchaser's failure or inability to close due
to the non-receipt of the approvals of the Bond/HUD financing as
provided in the Agreement (including, but not limited to, Section
6.3 of the Agreement), there exist no conditions precedent to
Seller's obligations to close the sale of the Property to Purchaser
as provided in the Agreement.  All requirements with respect to the
Bond/HUD financing as provided in the Agreement, including but not
limited to, Section 6.3 of the Agreement, shall remain unchanged
and in full force and effect; however, Purchaser understands that
Purchaser's failure to obtain approval of any Bond/HUD financing
shall not be considered a failure or refusal by Seller to close
that would justify a refund of the Earnest Money.

     5.   Ratification.  The Agreement remains in full force and
effect as expressly modified by this Amendment and is ratified and
confirmed.  If there is a conflict between the terms of the
Agreement and this Amendment, the terms of this Amendment control.

     6.   Counterparts.  This Amendment may be executed in several
counterparts (including by telecopy with originals to follow as
soon as possible), all of which are identical and all of which
together shall constitute one and the same instrument.

     7.   Time of the Essence.     Time is of the essence with
respect to all of the time deadlines set forth herein.

     EXECUTED effective as of the date first written above.

                              Seller:
                              
                              MEADOW GLEN LIMITED PARTNERSHIP,
                              a Washington limited partnership

                              By:  ______________________________
                                   Name:  _______________________
                                   Title: _______________________

                              Purchaser:

                              WALDEN RESIDENTIAL PROPERTIES, INC.,
                              a Maryland corporation

                         
                              By:  ______________________________
                                   Name:  _______________________
                                   Title: _______________________