FORM 10-Q

              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

     [X}   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended March 31, 1999
                             or

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

          For the transition period from   N/A   to   N/A  

                   Commission File Number: 0-22520

                 CENTENNIAL MORTGAGE INCOME FUND 
        (Exact name of registrant as specified in its charter)

           California                          33-0053488
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)             Identification No.)

 1540 South Lewis Street, Anaheim, California        92805
  (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (714)502-8484

Indicate by check mark whether the registrant (1) has filed all 
reports 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 the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.

                          YES  X     NO    












                             PART I


ITEM 1. FINANCIAL STATEMENTS

          CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                         A Limited Partnership

                     Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S>                              <C>               <C>
                                     March 31,       December 31,
                                       1999             1998
   Assets                           (Unaudited)      
-----------------------------------------------------------------
Cash and cash 
  equivalents                     $ 1,010,000       $ 4,938,000

Real estate loans 
  receivable, earning                 677,000           682,000
Real estate loans receivable 
  from unconsolidated investee,
  earning                                 ---            88,000
Real estate loans receivable
  from unconsolidated investee,
  nonearning                              ---            12,000 
-----------------------------------------------------------------
                                      677,000           782,000 

Less allowance for possible 
  loan losses                             ---               --- 
-----------------------------------------------------------------
Net real estate loans receivable      677,000           782,000
-----------------------------------------------------------------
Accrued interest receivable             3,000               ---
Due from unconsolidated investee       20,000             7,000
Other assets, net                     322,000           308,000
-----------------------------------------------------------------
                                  $ 2,032,000       $ 6,035,000 
=================================================================







  See accompanying notes to consolidated financial statements 
                              1
        CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                     A Limited Partnership

                 Consolidated Balance Sheets
                         (Continued)

<CAPTION>
<S>                                  <C>           <C>
                                       March 31,     December 31,
                                         1999           1998
  Liabilities and Partners' Equity    (Unaudited)    
-----------------------------------------------------------------
Notes payable to affiliates (note 3)       2,000          2,000
Accounts payable and 
  accrued liabilities                    330,000        385,000
-----------------------------------------------------------------
   Total liabilities                     332,000        387,000 
-----------------------------------------------------------------
Partners' equity (deficit)
  -- 38,729 limited partnership
  units outstanding as of 
  March 31, 1999 and December 31, 1998
    General partners                    (132,000)      (132,000)
    Limited partners                   1,832,000      5,780,000 
-----------------------------------------------------------------
    Total partners' equity             1,700,000      5,648,000 

Contingencies (note 4)
-----------------------------------------------------------------
                                     $ 2,032,000    $ 6,035,000
=================================================================

</TABLE>















   See accompanying notes to consolidated financial statements 
                              2
          CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                        A Limited Partnership

               Consolidated Statements of Operations

<TABLE>
          For the three months ended March 31, 1999 and 1998
<CAPTION>
<S>                             <C>             <C> 
                                     1999           1998
                                 (Unaudited)      (Unaudited)
-----------------------------------------------------------------
Revenue:
Interest income on loans
  to nonaffiliates, 
  including fees                 $   14,000       $  169,000 
Interest income on loans 
  to unconsolidated investee,
  including fees                      3,000           14,000
Interest on interest-
  bearing deposits                   32,000           19,000
Income from operations
  of real estate owned                  ---          159,000
Gain on sale of real estate owned       ---           21,000
Other                                   ---            1,000
-----------------------------------------------------------------
    Total revenue                    49,000          383,000
-----------------------------------------------------------------
Expenses:
Share of losses 
  in unconsolidated 
  investee                              ---           54,000
Operating expenses 
  from operations 
  of real estate owned                  ---           36,000
Operating expenses 
  from operations of 
  real estate owned 
  paid to affiliate                     ---            8,000
Expenses associated 
  with non-operating
  real estate owned                   2,000           35,000
Depreciation and 
  amortization expense                  ---            2,000
Interest expense                        ---           67,000



   See accompanying notes to consolidated financial statements 
                              3
          CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                        A Limited Partnership

               Consolidated Statements of Operations
                         (Continued)


      For the three months ended March 31, 1999 and 1998
<CAPTION>
<S>                             <C>             <C> 
                                   1999              1998
                                 (Unaudited)      (Unaudited)
-----------------------------------------------------------------
General and administrative,
  affiliates                         96,000           51,000
General and administrative,
  nonaffiliates                      26,000           22,000
Mortgage investment servicing 
  fees paid to affiliate                ---            1,000
-----------------------------------------------------------------
    Total expenses                  124,000          276,000
-----------------------------------------------------------------
Income (loss) before 
  minority interest                 (75,000)         107,000

Minority interest                       ---           24,000
-----------------------------------------------------------------
  Net income (loss)             $   (75,000)     $   131,000
=================================================================
Net income (loss) per limited 
  partnership unit              $     (1.94)     $      3.38
=================================================================

</TABLE>














   See accompanying notes to consolidated financial statements 
                              4
        CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                    A Limited Partnership

           Consolidated Statement of Partners' Equity


<TABLE>
         For the three months ended March 31, 1999

<CAPTION>
<S>                   <C>            <C>            <C> 
                                                        Total
                         General        Limited        Partners'
                         Partners       Partners        Equity
                       (Unaudited)    (Unaudited)    (Unaudited)
-----------------------------------------------------------------
Balance at 
  December 31, 1998   $  (132,000)   $  5,780,000   $  5,648,000 

Net loss                      ---         (75,000)       (75,000)

Distribution to limited
  Partners                    ---      (3,873,000)    (3,873,000)
-----------------------------------------------------------------
Balance at 
  March 31, 1999      $  (132,000)   $  1,832,000   $  1,700,000 
=================================================================

</TABLE>



















   See accompanying notes to consolidated financial statements 
                              5
       CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                    A Limited Partnership

             Consolidated Statements of Cash Flows

<TABLE>

      For the three months ended March 31, 1999 and 1998

<CAPTION>
<S>                             <C>             <C> 
                                   1999              1998
                                (Unaudited)       (Unaudited) 
-----------------------------------------------------------------
Cash flows from 
 operating activities:
  Net income (loss)             $   (75,000)     $   131,000
  Adjustments to reconcile
   net income to net cash
   provided by (used in) 
   operating activities:
     Interest accrued 
      to principal                      ---          (14,000)
     Depreciation and 
      amortization                      ---            2,000
     Minority interest                  ---          (24,000)
     Equity in losses of 
      unconsolidated investee           ---           54,000
     Gain on sale of real 
      real estate owned                 ---          (21,000)
     Amortization of unearned 
      loan fees                         ---           (5,000)
Changes in assets 
  and liabilities:
   (Increase) decrease in accrued 
    interest receivable              (3,000)           5,000
   Increase in other assets         (14,000)         (18,000)
   Decrease in accounts
    payable and accrued
    liabilities                     (55,000)         (18,000)
   Increase in interest
    and taxes payable
    on real estate owned                ---           37,000






                              6
       CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                  A Limited Partnership

          Consolidated Statements of Cash Flows
                       (Continued)

       For the three months ended March 31, 1999 and 1998
<CAPTION>
<S>                             <C>             <C> 
                                   1999              1998
                                (Unaudited)       (Unaudited)
-----------------------------------------------------------------
   Increase in payable
    to affiliates                       ---            1,000
-----------------------------------------------------------------
     Net cash provided by 
      (used in)operating 
      activities                   (147,000)         130,000
-----------------------------------------------------------------
Cash flows from 
  investing activities:
   Principal collected 
    on loans                        105,000          826,000
   Advances on loans made to
    unconsolidated investee             ---         (114,000)
   Advances on loans 
    made to customers                   ---           (7,000)
   Increase (decrease) in due
    from unconsolidated investee    (13,000)          31,000
   Proceeds from sale of
    real estate owned                   ---          762,000
-----------------------------------------------------------------
Net cash provided by 
     investing activities            92,000        1,498,000
-----------------------------------------------------------------
Cash flows from
  financing activities:
   Proceeds from notes
    payable to affiliates               ---          130,000
   Principal payments
    on notes payable                    ---           (4,000)
   Distribution to limited
    Partners                     (3,873,000)             ---
-----------------------------------------------------------------
Net cash provided by (used in)
     financing activities        (3,873,000)         126,000
-----------------------------------------------------------------


                              7
       CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                  A Limited Partnership

          Consolidated Statements of Cash Flows
                       (Continued)


       For the three months ended March 31, 1999 and 1998

<CAPTION>
<S>                             <C>             <C> 
                                   1999              1998
                                (Unaudited)       (Unaudited)
-----------------------------------------------------------------
Net increase (decrease)
    in cash and
    cash equivalents             (3,928,000)       1,754,000

Beginning cash and
  cash equivalents                4,938,000        1,018,000
-----------------------------------------------------------------
Ending cash and cash
  equivalents                   $ 1,010,000      $ 2,772,000 
=================================================================
Supplemental schedule of 
  cash flow information:
   Cash paid during
    the quarter for:
      Interest                  $      ---      $    65,000 

</TABLE>

















   See accompanying notes to consolidated financial statements 
                              8
        CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
                     A Limited Partnership

           Notes to Consolidated Financial Statements
                           (Unaudited)
                     March 31, 1999 and 1998

(1)  BUSINESS

Centennial Mortgage Income Fund (the "Partnership") initially 
invested in commercial, industrial and residential income-
producing real property through mortgage investments consisting 
of participating first mortgage loans, other equity participation 
loans, construction loans, and wrap-around and other junior 
loans.  The Partnership's underwriting policy for granting credit 
was to fund loans secured by first and second deeds of trust on 
real property.  The Partnership's area of concentration is in 
California.  In the normal course of business, the Partnership 
participated with other lenders in extending credit to single 
borrowers; the Partnership did this in an effort to decrease 
credit concentrations and provide a greater diversification of 
credit risk.

As of March 31, 1999, a majority of the loans secured by 
properties have been repaid or charged off.  However, during the 
early 1990's, real estate market values for undeveloped land in 
California declined severely.  As the loans secured by 
undeveloped land and certain operating properties became 
delinquent, management of the Partnership elected to foreclose on 
certain of these loans, thereby increasing real estate owned 
balances.  As a result, the Partnership become a direct investor 
in this real estate and managed operating properties and 
developed raw land until such time as the Partnership was able to 
sell this real estate owned.  The final real estate owned by the 
Partnership was sold during the fourth quarter of 1998.

As required by the Partnership Agreement, the Partnership is 
currently in the repayment stage, and as a result, cash proceeds 
from mortgage investments are no longer available for 
reinvestment.

(2)  BASIS OF PRESENTATION

The consolidated financial statements are unaudited and reflect 
all adjustments, consisting only of normal recurring accruals, 
which are, in the opinion of management, necessary for a fair 
statement of the results of operations for the interim periods.  

Results for the three months ended March 31, 1999 and 1998 are
                             9
not necessarily indicative of results which may be expected for 
any other interim period, or for the year as a whole.  

Information pertaining to the three months ended March 31, 1999 
and 1998 is unaudited and condensed inasmuch as it does not 
include all related footnote disclosures.

The condensed consolidated financial statements do not include 
all information and footnotes necessary for fair presentation of 
financial position, results of operations and cash flows in 
conformity with generally accepted accounting principles.  Notes
to consolidated financial statements included in Form 10-K for 
the year ended December 31, 1998 on file with the Securities and 
Exchange Commission, provide additional disclosures and a further 
description of accounting policies. 

Certain reclassifications have been made to the December 31, 1998 
balance sheet to bring it into conformity with the March 31, 1999 
presentation.

Financial Information about Industry Segments

The Partnership adopted Statement of Financial Accounting 
Standards No. 131, "Disclosures About Segments of an Enterprise 
and Related Information" ("SFAS 131").  Given that the 
Partnership is in the process of liquidation, the Partnership has 
identified only one operating business segment which is the 
business of asset liquidation.  The adoption of SFAS 131 did not 
have an impact on the Partnership's financial reporting.  

Net Income (loss) per Limited Partnership Unit

Net income (loss) per limited partnership unit for financial 
statement purposes was based on the weighted average number of 
limited partnership units outstanding of 38,729 for all periods 
presented.

 (3)  TRANSACTIONS WITH AFFILIATES

Under the provisions of the Partnership Agreement, Centennial 
Corporation ("CC") is entitled to receive from the Partnership 
mortgage investment servicing fees for loans serviced equal to an 
annual rate of 1/4 of 1 percent of the committed amount to be 
funded by the Partnership.  The Partnership incurred $-0- and 
$1,000 of mortgage investment servicing fees for the three months 
ended March 31, 1999 and 1998, respectively.

Under the provisions of the Partnership Agreement, the general 
partners are to receive compensation for their services in
                             10
supervising the affairs of the Partnership.  This partnership 
management compensation shall be equal to 10 percent of the cash 
available for distribution, as defined in the Partnership 
Agreement.  The general partners will not receive this 
compensation until the limited partners have received a 12 
percent per annum cumulative return on their adjusted invested 
capital but are entitled to receive a 5 percent interest in cash 
available for distribution in any year until this provision has 
been met.  Adjusted invested capital is defined as the original 
capital invested less distributions from mortgage reductions. 
Payments to the general partners have been limited to 5 percent 
of cash available for distribution as the limited partners have 
not yet received their 12 percent per annum cumulative return.  
Under this provision of the Partnership Agreement, no 
distributions were paid to the general partners during the three 
months ended March 31, 1999 or 1998.

The Partnership owns 50 percent of the outstanding capital stock 
of a corporation which has not been consolidated in the 
accompanying financial statements, LCR Development, Inc., 
("LCR").  The balance of outstanding capital stock in this 
corporation is owned by Centennial Mortgage Income Fund II, 
("CMIF II"), an affiliate.  LCR invested in a joint venture, 
Silverwood Homes ("Silverwood") which has constructed homes in 
Lancaster, California.  The Partnership has participated in 
making several loans to this corporation and this joint venture.  
Under the equity method of accounting, these loans are a 
component of the Partnership's investment in LCR , and therefore, 
the Partnership has recorded losses by LCR as a reduction of the 
carrying value of these loans receivable.  During 1998, the 
Partnership charged off the remaining balances of all but one of 
these loans against the cumulative LCR losses that it had 
recorded.

At March 31, 1999, the Partnership had a 50 percent participation 
in a single loan from Silverwood which is now unsecured.  The 
Partnership's disbursed balance of this loan at March 31, 1999 is 
$11,000 and the Partnership had applied $11,000, the balance of 
cumulative losses from unconsolidated investee against the 
carrying value of the note as of the same date.

The consolidated balance sheets and statements of operations of 
LCR have not been consolidated in the Partnership's financial 
statements.  The Partnership accounts for its investment in this 
corporation using the equity method.  The following represents 
condensed financial information for LCR Development, Inc. at 
March 31, 1999 and December 31, 1998 and for the three months 
ended March 31, 1999 and 1998:

                            11
                       LCR Development, Inc.
                    Consolidated Balance Sheets
                          (Unaudited)
<TABLE>
<CAPTION>

<S>                               <C>           <C>       
                                    March 31,       December 31,
  Assets                              1999              1998
-----------------------------------------------------------------
Cash                                $  2,000     $    11,000
Restricted cash                       30,000          20,000

Real estate owned                        ---         119,000
Less allowance for losses 
  on real estate investment              ---          17,000
-----------------------------------------------------------------
Net real estate owned                    ---         102,000

-----------------------------------------------------------------
                                      32,000     $   133,000
=================================================================

  Liabilities and Stockholders' Deficit         
-----------------------------------------------------------------
Notes payable to affiliates 
  CMIF                             2,784,000     $ 2,882,000 
  CMIF II                          1,535,000       1,549,000
-----------------------------------------------------------------
Total notes payable                4,319,000       4,431,000

Accounts payable and accrued
  liabilities                          8,000          12,000
Interest and taxes payable
  on real property                 1,925,000       1,837,000
Payable to affiliates                 19,000           5,000
-----------------------------------------------------------------
Total liabilities                  6,271,000       6,285,000 

Stockholders' deficit             (6,239,000)     (6,152,000)
-----------------------------------------------------------------
                                      32,000     $   133,000
=================================================================
</TABLE>





                             12
                   LCR Development, Inc.
            Consolidated Statements of Operations
                       (Unaudited)
<TABLE>
<CAPTION>
<S>                             <C>            <C>              
                                  Three months     Three months
                                      ended           ended
                                  March 31, 1999   March 31, 1998
-----------------------------------------------------------------
Housing sales                     $   123,000    $   418,000

Cost of housing sales                 118,000        383,000
Provision for losses                      ---        135,000
Selling and marketing expenses          1,000         24,000
General and administrative expenses       ---          9,000
-----------------------------------------------------------------
Operating income (loss)                 4,000       (133,000)
Interest expense                       90,000        105,000
-----------------------------------------------------------------
Net loss before income taxes          (86,000)      (238,000)
Income taxes                            1,000          1,000
-----------------------------------------------------------------
Net loss                              (87,000)      (239,000)
=================================================================
Interest expense not included 
  in share of losses                  (87,000)      (131,000)
-----------------------------------------------------------------
Allocable net loss                $       ---    $  (108,000)
=================================================================
Share of loss recorded            $       ---    $   (54,000)
=================================================================
</TABLE>

The Partnership owns an interest in BNN Development, Inc., the 
corporation which owned the 19 acres in Sacramento, California 
jointly with an affiliated entity, CMIF III.  The property was 
sold by BNN in December 1998.  At March 31, 1999, the ownership 
percentages are 86.25 for the Partnership and 13.75 for CMIF III.  
The assets and liabilities of this corporation have been 
consolidated in the accompanying consolidated financial 
statements.  Notes payable to affiliates includes $13,000 at both 
March 31, 1999 and December 31, 1998 and the Partnership had 
cumulatively applied $11,000, of minority interest share of 
losses from this corporate joint venture against the note payable 
to affiliates balance as of the same dates.  The notes payable to 
affiliates balance reflects CMIF III's share of a note payable by 
the corporation to the Partnership and CMIF III. 

                             13
 (4) CONTINGENCIES

Unbeknownst to the Partnership, on July 19, 1996, a default was 
entered against the Partnership for failure to respond to a 
complaint filed on July 17, 1995 in the San Bernardino Superior 
Court, entitled Henry Yong Lim et al -vs.- Cardinal Security, et 
al and allegedly served on the Partnership in May 1996.  As shown 
by the proofs of service, the complaint was served on the wrong 
party in 1996.  The Partnership first became aware of its 
involvement in this lawsuit in September 1997 when it received 
copies of requests for entry of default judgement totaling 
approximately $1,000,000.  The judgements involved both economic 
and non-economic damages and injuries allegedly suffered by the 
plaintiffs as a result of an altercation between the plaintiffs, 
other third parties and security guards employed by the 
Partnership at its shopping center in Upland, California.  The 
request for judgement names Centennial Mortgage Income Fund 
Partnership as a defendant in this action.  Since the Partnership 
was never served with the complaint and had no other way of 
knowing about this action, the Partnership retained legal counsel 
to set aside the defaults and any default judgements which were 
entered, due to the lack of proper service and notice.  The 
Partnership also tendered this action to its liability insurance 
carrier for legal and liability coverage.  The default judgement 
has been set aside and the plaintiff's appeal of the set aside 
ruling has been denied by the Court.  The Court has also ruled 
that the prior jury found 0% liability as to the Partnership for 
non-economic damages and that the plaintiffs can only proceed to 
trial against the Partnership for recovery of economic damages.  
Based upon evidence presented at the prior trial, Management 
believes that these economic damages should not exceed $40,000.  
Management intends to vigorously defend any future actions 
related to this matter.  Management believes that even if the 
plaintiff's prevail in these actions, the Partnership's insurance 
coverage and/or the security company's insurance carrier should 
prevent the Partnership from suffering a material loss from these 
proceedings.

There are no other material pending legal proceedings.










                             14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND  RESULTS OF OPERATIONS.

GENERAL

The Partnership had net income (loss) and net income (loss) per 
limited partnership unit of $(75,000) and $(1.94) for the three 
months ended March 31, 1999 and $131,000 and $3.38 for the three 
months ended March 31, 1998, respectively.  The Partnership 
liquidated the majority of its non-cash assets during 1998.  As a 
result, total assets of the Partnership declined from $10,397,000 
as of December 31, 1997 to only $2,032,000 as of March 31, 1999.  
This substantial reduction in assets caused many changes in the 
components of the Partnership's statement of operations.

Cautionary Statements Regarding Forward-Looking Information

The Partnership wishes to caution readers that the forward-
looking statements contained in this Form 10-Q under "Item 2. 
Management's Discussion and Analysis of Financial Condition and 
Results of Operations" and elsewhere in this Form 10-Q involve 
known and unknown risks and uncertainties which may cause the 
actual results, performance or achievements of the Partnership to 
be materially different from any future results, performance or 
achievements expressed or implied by any forward-looking 
statements made by or on behalf of the Partnership.  In 
connection with the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995, the Partnership is 
filing the following cautionary statements identifying important 
factors that in some cases have affected, and in the future could 
cause the Partnership's actual results to differ materially from 
those expressed in any such forward-looking statements.

The factors that could cause the Partnership's results to differ 
materially include, but are not limited to, general economic and 
business conditions, including interest rate fluctuations; the 
impact of competitive products and pricing; success of operating 
initiatives; adverse publicity; changes in business strategy or 
development plans; quality of management; availability, terms and 
deployment of capital; the results of financing efforts; business 
abilities and judgment of personnel; availability of qualified 
personnel; employee benefit costs and changes in, or the failure 
to comply with government regulations.

Risks of the year 2000 Issue

The Partnership is in the process of liquidating its remaining 
assets.  As of March 31, 1999, the Partnership held only cash, 

                             15
three notes secured by real estate, and an interest in certain 
funds held in an escrow account that are expected to be used to 
pay for future improvement costs to a property which was sold by 
the Partnership during 1998 .  Management anticipates that the 
Partnership will hold a lesser number of assets by January 1, 
2000.  Management does not believe that the value of any of these 
assets is subject to valuation risk as a result of the year 2000 
issues, other than general economic climate issues that might 
arise.  None of the Partnership's assets have any equipment with 
computerized components essential to their operation.

Although the Partnership has made some changes already to its 
software, these changes have not been tested.  The Partnership 
intends to begin testing changes made to its existing software in 
the next few months.  The Partnership has not, and does not 
contemplate spending any significant amount of funds to upgrade 
its computer systems inasmuch as virtually all of its computer 
needs could easily be met with existing "over the counter" 
software and hardware.  The cost of this software and hardware, 
if needed, should not exceed $10,000.  The only exception to this 
is the computer software which the Partnership uses to track its 
limited partners and their addresses.  The Partnership has made a 
preliminary evaluation of this software with its outside software 
consultant and believes that it can be modified for less than 
$10,000.  Even if attempts to correct deficiencies in the 
software without spending significant sums are not successful, 
the Partnership anticipates that it could convert its systems to 
standard spreadsheet or data base programs at a nominal cost.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1999, the Partnership had $1,010,000 in cash and 
interest-bearing deposits.  The Partnership had no unfunded loan
commitments at March 31, 1999.  During the first quarter of 1999, 
the Partnership's principal sources of cash  were:  i)$105,000 in 
principal payments on loans receivable from affiliates (LCR); and 
ii) $32,000 in interest income on interest bearing deposits.  The 
Partnership's principal uses of cash during the first quarter of 
1999 were: i) $3,873,000 in distributions to limited partners;  
and ii) approximately $190,000 in general and administrative 
costs.

The Partnership's principal future capital requirements are 
expected to be general and administrative costs.  As a result of 
a substantial reduction in employees as of March 31, 1999, 
general and administrative costs are expected to decrease 
significantly in future quarters as compared to the quarter ended 
March 31, 1999. 

                             16
Effective with the third quarter of 1991, the Partnership had 
suspended making any cash distributions to partners due to a 
decline in liquidity and the uncertainty of the cash requirements 
for existing and potential real estate owned.  Pursuant to the 
Partnership Agreement, 60 months after the closing of the 
offering, cash proceeds from mortgage investments are no longer 
available for reinvestment by the Partnership.

Through the latter part of 1997, the general partners believed 
that the cash proceeds from mortgage reductions and the sale of 
real estate owned should be retained by the Partnership until 
such time as it was assured that it had sufficient cash to 
fulfill any potential operating requirements.  Due to the 
substantial real estate and loan receivable balances, these 
potential operating costs were considered to be very significant.  
As a result of the substantial decrease in loans and real estate 
owned which has occurred, the general partners determined that 
the Partnership could make a $1,998,000 distribution to its 
limited partners in August 1998.  

As a result of the substantial sales activity which occurred in 
the fourth quarter of 1998, the general partners declared and 
paid an additional $3,873,000 cash distribution to limited 
partners in February 1999.

The general partners have had discussions with legal counsel 
regarding the amounts of cash reserves that would be prudent to 
be retained by the Partnership at this time.  In light of the 
substantial amount of real estate that the Partnership has held 
an interest in over the years, there is always the potential for 
future litigation to arise, particularly in the area of toxic 
contamination.  Although the general partners are not aware of 
any threatened litigation, or litigation that is likely to arise, 
they have determined that the Partnership should retain at least 
$1,000,000 in cash reserves to  be available to defend the 
Partnership in any future litigation which may arise.  It is 
expected that these reserves will be retained until such time as 
legal counsel advises the general partners that the potential for 
any future litigation is remote.

RESULTS OF OPERATIONS

INTEREST INCOME

During the first quarter of 1998, a previously impaired loan was 
repaid together with approximately $144,000 in previously 
nonaccrued interest.  This nonaccrued interest was recorded as 
income in the quarter ended March 31, 1998.  As a result, 

                             17
interest income on loans to nonaffiliates, including fees, was 
abnormally high during the quarter.  No comparable nonaccrued 
interest was received during the three months ended March 31, 
1999.  This was the principle reason that interest income on 
loans to nonaffiliates decreased from $169,000 during the quarter 
ended March 31, 1998 to $14,000 during the quarter ended March 
31, 1999.

Interest income on loans to unconsolidated investee, including 
fees, totaled $3,000 and $14,000 for the three months ended March 
31, 1999 and 1998, respectively.  Interest income on loans to 
unconsolidated investee represents interest earned on the 
Silverwood loans.  The decrease for 1999 is due to a decrease in 
the average outstanding loan balances to Silverwood.

Interest earned on interest-bearing deposits totaled $32,000 and 
$19,000 for the three months ended March 31, 1999 and 1998, 
respectively.  Interest on interest-bearing deposits represents 
interest earned on Partnership funds invested, for liquidity, in 
time certificate and money market deposits.  The increase in 
income on interest-bearing deposits is principally due to 
increased average cash balances for the three months ended March 
31, 1999.  The average cash balances are expected to decline in 
future quarters as a result of the $3.9 million distribution to 
limited partners during February 1999.

INCOME FROM OPERATIONS OF REAL ESTATE OWNED

Income from operations of real estate owned consists of rental 
income of $-0- and $159,000 for the three months ended March 31, 
1999 and 1998, respectively.  The 1998 revenues were from a 
shopping center in Upland, California which was sold in November 
1998

PROVISION FOR POSSIBLE LOSSES

There was no provision for possible losses for the three months 
ended March 31, 1999 or 1998.  The provision for possible losses 
results from the change in the allowance for possible losses and 
the allowance for possible losses on real estate owned net of 
charge-offs, if any.  Management believes that there is no need 
for an allowance for possible losses at March 31, 1999 based upon 
the value of the collateral underlying the notes receivable held 
by the Partnership as of that same date.

SHARE OF LOSSES IN UNCONSOLIDATED INVESTEE

The Partnership has invested in a corporation in which it has 

                             18
less than a majority ownership and accounts for this investment 
using the equity method.  The Partnership's share of losses in 
this unconsolidated investee was $-0- and $54,000 for the three 
months ended March 31, 1999 and 1998, respectively.  The 1998 
share of losses consists primarily of provisions for losses on 
real estate investments related to the 179 lots in Lancaster 
owned by LCR.  By the end of 1998, LCR had liquidated most of its 
assets and as a result, virtually no gain or loss was recorded by 
LCR during the three months ended March 31, 1999 other than 
interest accruing as payable to the Partnership and CMIF II, an 
affiliate.  Since the Partnership did not accrue this interest as 
income, it did not record its share of the loss resulting from 
this interest expense recorded by LCR.

OTHER EXPENSES

Operating expenses from operations of real estate owned were $-0- 
and $36,000 for the three months ended March 31, 1999 and 1998, 
respectively.  The 1998 expenses were associated with the Upland 
shopping center which was sold in November 1998.

Operating expenses from operations of real estate owned paid to 
affiliates were $-0- and $8,000 for the three months ended March 
31, 1999 and 1998, respectively.  The operating expenses consist 
of property management fees paid to affiliates of the general 
partners.

Expenses associated with non-operating real estate owned were 
$2,000 and $35,000 for the three months ended March 31, 1999 and 
1998, respectively.  The expenses relate to the 19 acres in 
Sacramento and the condominiums in Oxnard.  The decrease for the 
three months ended March 31, 1999 is due to the sale of the last 
of the Partnership's real estate owned in the fourth quarter of 
1998.

Depreciation and amortization expense was $-0- and $2,000 for the 
three months ended March 31, 1999 and 1998, respectively, related 
to leasehold improvements at the Upland Shopping Center and 
furniture and fixtures of the Partnership.  These assets have 
either been sold or fully depreciated.

Interest expense was $-0- and $67,000 for the three months ended 
March 31, 1999 and 1998, respectively.  The interest expense 
during 1998 relates to the loan o the Upland Shopping Center 
which was sold in November 1998.




                             19
GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses, affiliates totaled $96,000 
and $51,000, respectively, for the three months ended March 31, 
1999 and 1998.  These expenses are primarily salary allocation 
reimbursements paid to affiliates.  The increase from 1998 to 
1999 is due to several factors discussed below that were 
associated with the termination of five employment contracts 
effective March 31, 1999.

CC, the corporate general partner, entered into twelve month 
employment contracts with six employees on Apri1 1, 1998.  These 
contracts were guaranteed by the Partnership.  At that time, CC 
had no significant operations other than the management of the 
operations of the Partnership and several other affiliated 
partnerships.  These affiliated partnerships were also in the 
process of liquidating.

After several CC employees resigned, the General Partners 
concluded that it was in the best interest of the Partnership to 
enter into contracts to provide the remaining employees an 
incentive to continue working for CC until such time as the 
majority of the Partnership's remaining assets could be 
liquidated. 

The employment contracts provided for a ten percent increase in 
base compensation and six months of severance pay if the 
employees remained employed by the general partner until the end 
of their contract term.  All of the employees remained until the 
end of their contract terms.  Effective March 31, 1999, CC 
reduced its employees to one full time and two part time 
employees.  The Partnership's non cash assets decreased from 
$7,878,000 as of March 31, 1998 to $1,022,000 as of March 31, 
1999.

Approximately $32,000 of the increase in salary allocations 
during the quarter ended March 31, 1999 were the result of 
severance and vacation pay paid to the terminated employees.  The 
increase in base pay accounted for an additional $5,000 of the 
increase.  These increases were partially offset by a $6,000 
decrease associated with a decrease in the percentage of salaries 
allocated to the Partnership as a result of its decreased share 
of assets being managed by CC.  

Future salary allocations from CC are expected to be 
substantially lower than in the first quarter of 1999 as a result 
of the termination of these employment contracts.


                             20
General and administrative expenses, nonaffiliates totaled 
$26,000 and $22,000 for the three months ended March 31, 1999 and 
1998, respectively.  These expenses consist of other costs 
associated with the administration of the Partnership.  The 
increase for 1999 is primarily due to an increase in professional 
fees.

Mortgage investment servicing fees totaled $1,000 for the three 
months ended March 31, 1998.  There were no mortgage investment 
servicing fees paid in 1999.  This consists of fees paid to 
Centennial Corporation for servicing the Partnership's loan 
portfolio.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 
RISK

Since the Partnership does not invest in any derivative financial 
instruments or enter into any activities involving foreign 
currencies, its market risk associated with financial instruments 
is limited to the effect that changing domestic interest rates 
might have on the fair value of its bank deposits and notes 
receivable. 

As of March 31, 1999, the Partnership held fixed rate bank 
deposits with carrying values totaling $1,010,000 and fixed rate 
mortgage notes receivable with carrying values totaling $677,000.  
The bank deposits all had maturities of less than ninety days.  
The fixed rate mortgage notes had maturities ranging from one to 
sixteen months as of March 31, 1999 and bore interest at rates 
ranging from 8 percent to 10 percent per annum.  The estimated 
fair value of all of these assets was estimated to be equal to 
their carrying values as of March 31, 1999. Increasing interest 
rates could have an adverse effect on the fair value of the 
Partnership's fixed rate notes receivable and/or the value of the 
underlying real estate collateral which secure the Partnership's 
notes receivable.

Management currently intends to hold the remaining fixed rate 
assets until their respective maturities.  Accordingly, the 
Partnership is not exposed to any material cash flow or earnings 
risk associated with these assets.  Given the relatively short-
term maturities of these assets, management does not believe the 
Partnership is exposed to any significant market risk related to 
the fair value of these assets.

The Partnership had no interest bearing indebtedness outstanding 
as of March 31, 1999.  Accordingly, the Partnership is not 
exposed to any market risk associated with its liabilities.

                              21
                           PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

         None


Item 2.  Changes in Securities

         None


Item 3.  Defaults Upon Senior Securities

         None


Item 4.  Submission of Matters to a Vote of Security Holders

         None


Item 5.  Other Information

         None


Item 6.  Exhibits and Reports on Form 8-K

         (a)  None

         (b) None















                              22