29
                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 10-K



            [X]  Annual Report Pursuant to Section 13 or 15(d)
                of the Securities and Exchange Act of 1934


For the fiscal year ended                    Commission File Number
  December 31, 1998                                    2-96042

               CAPITAL BUILDERS DEVELOPMENT PROPERTIES,
                   A CALIFORNIA LIMITED PARTNERSHIP
        (Exact name of registrant as specified in its charter)

         California                      77-0049671

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

4700 Roseville Road, Suite 206, North Highlands, California  95660
(Address of principal executive offices)               Zip Code

Registrant's telephone number, including area code:  (916) 331-8080

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:   Limited
Partnership Units

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 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.    X Yes     No

As  of December 31, 1998 the aggregate Limited Partnership Units held
by  nonaffiliates of the registrant was 13,787.  There is  no  market
for the units.

Documents Incorporated by Reference

Limited  Partnership Agreement dated May 1, 1985,  filed  as  Exhibit
3.3,  and  the  Amendment to the Limited Partnership Agreement  dated
November 20, 1985 filed as Exhibit 3.4 to Registration Statement  No.
2-96042  of  Capital  Builders Development Properties,  A  California
Limited  Partnership, are hereby incorporated by reference into  Part
IV of this Form 10K.


PART I

ITEM 1.   BUSINESS

(a)  General Development of Business

Capital  Builders  Development Properties (the  "Partnership")  is  a
publicly  held limited partnership organized under the provisions  of
the  California  Revised  Limited Partnership  Act  pursuant  to  the
Limited Partnership Agreement dated December 13, 1984, as amended and
restated  as  of  May  1,  1985 (the "Agreement").   The  Partnership
commenced  on January 10, 1985, and shall continue in full force  and
effect  until  December 31, 2020 unless dissolved sooner  by  certain
events  as described in the Agreement.  The Managing General  Partner
is  Capital  Builders,  Inc.,  a California  Corporation  (CB).   The
Associate  General Partners are the sole shareholder,  President  and
Director of CB, and four founders of CB.

On  September 19, 1985 the Partnership sold 2,468 Limited Partnership
Units  for  a total of $1,234,000.  From September 19, 1985,  through
May  1, 1986, the Partnership sold an additional 11,319 units  for  a
total of 13,787 Units.  On May 1, 1986, the Partnership was closed to
capital  raising activity with a total of $6,893,500 proceeds  raised
from the offering.  The General Partners have contributed capital  in
the  amount  of  $1,000 to the Partnership for a 1% interest  in  the
profits, losses, tax credits and distributions of the Partnership.

(b)  Financial Information about Industry Segments

The Partnership is in the business of real estate development and  is
not   a  significant  factor  in  its  industry.   The  Partnership's
remaining investment property is located near a major urban area and,
accordingly,  competes  not  only  with  similar  properties  in  its
immediate  area but with hundreds of properties throughout the  urban
areas.   Such  competition is primarily on the  basis  of  locations,
rents, services and amenities.  In addition, the Partnership competes
with  significant numbers of individuals and organizations (including
similar  Partnerships, real estate investment  trusts  and  financial
institutions)  with  respect  to  the  purchase  and  sale  of  land,
primarily on the basis of the prices and terms of such transactions.

(c)  Narrative Description of the Business

The  Partnership's business objective is to complete the  development
of  its existing land with a commercial retail building for lease and
eventual  sale.  The primary investment objective of the  Partnership
is  to  realize capital appreciation from the sale of the  Properties
developed  by it some three to five years after such Properties  have
been  placed  in  service.  A secondary investment  objective  is  to
generate  cash  from  the leasing of Partnership  Properties  pending
their  sale for distribution to the Limited Partners, although it  is
not  presently anticipated that the amount of such cash available for
distribution to the Limited Partners will be significant.  Since  the
Partnership  has  not  sold its investment  properties,  it  has  not
achieved  its  investment  goals as yet.  Although  investor  returns
cannot  be accurately determined until the investment properties  are
sold,  due to the additional time required to lease up the investment
properties, and due to the decline in real estate values  during  the
California  real  estate recession, it is anticipated  that  ultimate
returns will be less than initially projected.

On  April  10,  1987, the Partnership entered into  a  joint  venture
called   Capital  Builders  Roseville  Venture  ("JV")  with  Capital
Builders Development Properties II ("CBDP II"), a California  Limited
Partnership.  The Partnership and CBDP II are affiliated as they have
the  same  General Partner.  The Limited Partners of the  Partnership
have  the  ability to replace the General Partner through a  majority
vote.   The  Partnership contributed $1,350,000 resulting  in  a  60%
interest  in the profits, losses and cash distributions  of  the  JV.
CB,  the  Managing General Partner of the Partnership, had  the  same
rights  and  obligations  with respect to  the  JV's  operations  and
management  as it could exercise as Managing General Partner  of  the
Partnership.   The  JV  was dissolved on May 1,  1997  when  CBDP  II
purchased CBDP's remaining 60% interest in the JV.

The acquisition of the real estate is consistent with the Partnership
objectives  which  are  to acquire, develop, hold,  maintain,  lease,
sell, or otherwise dispose of real property within the Western United
States  (including  the  states  of California,  Oregon,  Washington,
Arizona,  Nevada,  New Mexico, Utah, Colorado, Hawaii,  and  Alaska),
including without limitation, the acquisition of undeveloped land for
development  and  construction  of research  and  development,  light
industrial, commercial/retail, or office buildings thereon,  and  the
acquisition   of   partially  completed  commercial   real   property
developments for completion of development.

Although  the Associate General Partners, Officers, and Directors  of
the  Managing  General  Partners are  experienced  in  real  property
operation and management, they also may utilize independent advisors,
agents,  and  workers, in addition to the Partnership  employees,  to
assist them in the operation, leasing, maintenance and improvement of
the Partnership's properties.

The  Partnership has no full time employees but is managed by CB, the
Managing General Partner.

ITEM 2.   PROPERTIES

The  Partnership owns 100% equity interest in a property called Plaza
de Oro ("PDO").  PDO is a two phase development.  Phase I is a 71,600
square   foot   mixed-use  project  consisting  of  two  multi-tenant
buildings. Phase II consists of 42,500 square foot corner  pad  which
is  planned  for  a 9,860 square foot building. A 6,000  square  foot
lease  for  Phase II is in final negotiations, and once a  lease  has
been   executed  a  construction  loan  will  be  obtained  and   the
development  of  Phase II will be completed.  PDO maintains  adequate
property and general liability insurance.

Additional information about the Partnership's property follows:

     Ownership Percentage:                         100%

     Acquisition Date:                December 19, 1985

     Location:                       Rancho Cordova, CA

     Present Monthly
          Effective Average
     Base Rent Per Square Foot:                   $0.82

     Square Footage Mix:
          Office                                 28,820
          Industrial                             33,825
          Retail                                  8,940

     Leased Occupancy at
       December 31:   1998                          60%
                      1997                          81%
                      1996                          98%
                      1995                          92%
                      1994                          87%

     Current Year Depreciation:                $208,874

     Method of Depreciation:              Straight Line

     Depreciation Life:                        40 Years
                                      Bldg Improvements
                                          Life of Lease
                                    Tenant Improvements

     Total cost:                             $5,132,052

     Encumbrances:                           $3,574,944

     Tenant occupying more than
     10% of square footage and nature
     of business:                                  None


The  Partnership's property is held subject to encumbrances which are
more  fully  described  under Note 7 to the  Partnership's  Financial
Statements  included  under Item 8 which is  incorporated  herein  by
reference.

Plaza  de  Oro  is  being leased to a wide variety of  tenants  in  a
diversity of industries.  Leases are typically three to five years in
term  and  provide  for  free rent periods, at  inception,  equal  to
approximately one month per three years of a lease term.  Some leases
contain options to extend the term of the lease.

The  Partnership's investment property is located in  a  major  urban
area  and,  therefore, must compete with properties  of  greater  and
lesser  quality.   Such  competition  is  based  primarily  on  rent,
location,  services and amenities.  The properties are  suitable  for
their current and anticipated use.

ITEM 3.   LEGAL PROCEEDINGS

None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


                                 PART II

ITEM 5.   MARKET  FOR REGISTRANT'S LIMITED PARTNERSHIP INTERESTS  AND
          RELATED SECURITY HOLDER MATTERS

There  is  no  public  trading market for the  Partnership's  Limited
Partnership  Units and it is not anticipated that  a  public  trading
market   will   develop.   Furthermore,  the  Partnership   Agreement
prohibits  Limited  Partners  from transferring  Limited  Partnership
Interests  if such transfers would result in the dissolution  of  the
Partnership  for  tax  purposes under Section  708  of  the  Internal
Revenue Code.

As  of December 31, 1998, there were 1,138 holders and 13,787 Limited
Partnership units outstanding.

ITEM 6.   SELECTED FINANCIAL DATA

The   following  constitutes  a  summary  of  selected   consolidated
financial  data for the following periods (000's omitted  except  net
loss per Limited Partnership unit):

                         1998    1997     1996      1995     1994

Revenues                 $622    $992     $1,341    $1,262   $1,231

Net (Loss) Income        ($390)  $879     ($394)    ($594)   ($668)
Net (Loss) Income per
 Limited Partnership
 Unit                    ($28)   $63      ($28)     ($43)    ($48)
Total Assets             $3,901  $4,219   $8,326    $8,386   $8,619
Notes and Loans Payable  $3,599  $3,503   $8,354    $8,102   $7,710

(See ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA)

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

Year 2000 Issue

The  potential  impact  of  the Year 2000 issue  on  the  real  estate
industry  could be material, as virtually every aspect of the industry
and  processing of transactions will be affected.  Due to the size  of
the  task  facing  the real estate industry, the  Partnership  may  be
adversely  affected by the problem, depending on whether  it  and  the
entities  with which it does business address this issue successfully.
The impact of Year 2000 issues on the Partnership will then depend not
only on corrective actions that the Partnership takes, but also on the
way  in which Year 2000 issues are addressed by governmental agencies,
businesses and other third parties that provide services or  data  to,
or received services or data from, the Partnership, or whose financial
condition or operational capability is important to the Partnership.

The Partnership's State of Readiness

The  Partnership engages the services of third-party software  vendors
and  service  providers for substantially all of its  electronic  data
processing.   Thus,  the focus of the Partnership is  to  monitor  the
progress of its primary software providers toward Year 2000 readiness.

The  Partnership's Year 2000 program has been divided into phases, all
of them common to all sections of the process:  (1) inventorying date-
sensitive  information  technology and  other  business  systems;  (2)
assigning  priorities  to identified items and assessing  the  efforts
required for Year 2000 readiness of those determined to be material to
the  Partnership; (3) upgrading or replacing material items  that  are
determined  not to be Year 2000 compliant and testing material  items;
(4)  assessing the status of third party risks; and (5) designing  and
implementing contingency and business continuation plans.

In   the  first  phase,  the  Partnership  has  conducted  a  thorough
evaluation  of  current information technology systems  and  software.
Non-information  technology systems such as climate  control  systems,
elevators and security equipment has also been surveyed.

In  phase  two  of the process, results from the inventory  have  been
assessed  to  determine  the Year 2000 impact  and  what  actions  are
required  to  achieve  Year  2000 readiness.   For  the  Partnership's
internal  systems, application upgrades of software are  needed.   The
Partnership  has  opted for a course of action  that  will  result  in
upgrading or replacing all critical internal systems.

The  third phase includes the upgrading, replacement and/or retirement
of  systems,  and  testing.  This stage of the Year  2000  process  is
ongoing  and  is  scheduled to be completed by the second  quarter  of
1999.

The fourth phase, assessing third party risks, includes the process of
identifying and prioritizing critical suppliers and customers  at  the
direct  interface level.  This evaluation includes communicating  with
the  third  parties about their plans and progress in addressing  Year
2000  issues.   The  Partnership's management has identified  critical
third  parties and developed a letter inquiring about their  company's
Year 2000 program.  These letters will be sent by the end of the first
quarter of 1999.

Contingency Plan

The  final  phase  of the Partnership's Year 2000 program  relates  to
contingency plans.  The Partnership maintains contingency plans in the
normal  course  of business designed to be deployed in  the  event  of
various   potential   business   interruptions.    The   Partnership's
contingency  plan includes maintaining hard copies of  tenant  leases,
vendor contracts, and accounting records to ensure the maintenance  of
its  accounting system and to help facilitate the collection of  rents
and payments to vendors during computer interruptions.

Costs

As  the  Company relies upon third-party software vendors and  service
providers for substantially all of its electronic data processing, the
primary cost of the Year 2000 Project has been and will continue to be
the  reallocation  of  internal resources  and,  therefore,  does  not
represent incremental expense to the Partnership.

Risks

Failure  to  correct a material Year 2000 problem could result  in  an
interruption  in, or a failure of, certain normal business  activities
or operations.  The Partnership believes that, with the implementation
of  new  or upgraded business systems and completion of the Year  2000
Project as scheduled, the possibility of significant interruptions  of
normal operations due to the failure of those systems will be reduced.
However,  the  Partnership  is  also  dependent  upon  the  power  and
telecommunications infrastructure within the United States.  The  most
reasonably  likely worst case scenario would be that  the  Partnership
may  experience  disruption in its operations if any of  these  third-
party suppliers reported a system failure.  Although the Partnership's
Year  2000  Project  will reduce the level of  uncertainty  about  the
readiness  of its material third-party providers, due to  the  general
uncertainty  over Year 2000 readiness of these third-party  suppliers,
the  Partnership  is  unable to determine at  this  time  whether  the
consequences of Year 2000 failures will have a material impact.

Liquidity and Capital Resources

The  Partnership commenced operations on September 19, 1985 upon  the
sale  of  the  minimum  number  of Limited  Partnership  Units.   The
Partnership's  initial source of cash was from the  sale  of  Limited
Partnership  Units.  Through the offering of Units,  the  Partnership
has  raised  $6,893,500  (represented by 13,787  Limited  Partnership
Units).   Cash  generated from the sale of Limited Partnership  Units
has  been used to acquire land and for the development of a mixed use
commercial project and a 60% interest in a commercial office project.

During  the twelve months ended December 31, 1998, a net increase  in
cash  of  $14,896 was recognized by the Partnership.   This  was  the
result  of  refinancing Plaza de Oro's land loan  ($180,000)  with  a
$290,000,  12  month,  12.5%  interest  only  loan,  which   provided
approximately  $90,000 in cash reserves during  the  second  quarter.
Since the refinancing, cash reserves have been utilized to make  debt
service payments and fund cash used in operating activities.

In  November  1998, one of Plaza de Oro's major office tenants  filed
Chapter  11 Bankruptcy and vacated its suites totaling 12,052  square
feet.  Although the tenant's lease does not expire until January  31,
2001, it is unlikely that any future collections will be received  on
the  lease.  The loss of this tenant will have a significant negative
impact on the Partnership's ability to meet its current obligations.

In  order  to resolve the Partnership's cash flow problem, Management
plans  to  acquire a twelve month, $150,000 line of credit  from  the
property's existing lender, which will fund leasing costs and current
year  obligations.   Within the next twelve months,  Management  also
intends  to  develop the remaining pad building consisting  of  9,860
office/retail square feet.  Lease terms for this building  have  been
negotiated  with a tenant requiring approximately 6,000 square  feet.
Management  is  awaiting  final  signature  on  the  lease  before  a
construction loan is obtained and development commences  on  the  pad
building.

In  order  to  accelerate  the re-leasing of the  project's  existing
vacant  space,  management has reduced Plaza de  Oro's  full  service
office  rent  from $1.27/sf to $1.17/sf, and its industrial  modified
gross  asking rent from $.35/sf to $.30/sf.  This rent reduction  has
generated  one  signed  office  lease  for  1,100  square  feet,  and
negotiations for a 5,000 square foot office lease and a 7,000  square
foot industrial lease.

Management's  intentions are to list the project for sale  after  its
leasing  efforts have brought the property's existing buildings  back
to a stabilized occupancy (90% to 95% occupied) and subsequent to the
development  of the pad building.  Once Plaza de Oro has  been  sold,
the Partnership will be dissolved.

Results of Operations

1998 vs 1997
The Partnership's total revenues decreased by $369,917 (37.3%) for the
twelve  months  ended December 31, 1998 as compared  to  December  31,
1997,  while expenses also decreased by $250,627 (19.8%) for the  same
respective  period.  In addition, the minority interest  in  net  loss
decreased  by $22,806 (100%) in 1998 compared to 1997, and a  gain  of
$1,127,913 was recognized during the twelve months ended December  31,
1997  from  the  sale  of  its 60% interest in  the  Capital  Builders
Roseville  Venture,  all  resulting in a decrease  in  net  income  of
$1,270,009 (144.4%) for the twelve months ended December 31,  1998  as
compared to December 31, 1997.

The  decrease  in  revenues  is  due primarily  to  the  sale  of  the
Partnership's  joint  venture interest  on  May  1,  1997.   The  sale
decreased  reported  revenues by $242,630  since  the  Partnership  no
longer  owns  60% of the Roseville Joint Venture (Capital Professional
Center), as it did during the twelve months ended December 31, 1997.

The  Partnership's  remaining property, Plaza de  Oro,  experienced  a
decrease  in revenue of $127,288 due to a large decrease in  occupancy
amounting  to  a decrease in rental income of $91,288.   Additionally,
the  Partnership recognized $36,000 of income during 1997 due  to  the
refinancing of its permanent loan, in which back-end loan  fees  which
had  been previously amortized over the life of the loan were forgiven
by  the  Lender.   Management is currently working  on  an  aggressive
marketing  program and anticipates the lease-up of the project  during
the next two quarters.

Total  expenses  decreased by $250,627 for  the  twelve  months  ended
December 31, 1998, as compared to December 31, 1997, primarily due  to
the sale of its 60% interest in Capital Builders Roseville Venture  on
May 1, 1997.  As of December 31, 1998, the Statement of Operations did
not include any joint venture expenses, where as of December 31, 1997,
expenses of $299,645 were included.

The  Partnership's  remaining property, Plaza de  Oro,  recognized  an
increase  in  expenses of $48,669 primarily due  to  the  increase  of
depreciation and amortization resulting from the accelerated write-off
of  tenant  improvements  and  leasing  commissions  relating  to  the
premature vacancy of the 12,052 square foot office tenant.

1997 vs 1996
The Partnership's total revenues decreased by $348,619 (26%) in fiscal
year  1997, as compared to fiscal year 1996, while expenses  decreased
by  $554,369 (30.5%) for the same respective period. In addition,  the
minority interest in net loss has decreased by $59,839 (72.4%) in 1997
compared to 1996, and in 1997 a gain from the disposition of the joint
venture  of $1,127,913 was incurred, all resulting in a net income  of
$879,714 for the fiscal year ended December 31, 1997 as compared to  a
loss of $394,110 for the fiscal year ended December 31, 1996.

The  decrease  in  revenues  is primarily  due  to  the  sale  of  the
Partnership's  joint  venture  interest  on  May  1,1997.   The   sale
decreased reported revenues by $428,895 since only four months of  the
joint  venture's  operations were included in  the  1997  Consolidated
Statement  of  Operations, where as the December  31,  1996  Statement
included  twelve  months  of  the  joint  venture's  operations.   The
Partnership's  remaining  property,  Plaza  de  Oro,  experienced   an
increase  in revenues of $80,275 for the twelve months ended  December
31,  1997, compared to December 31 1996, due to an increase in average
occupancy.

Total  expenses  decreased by $554,369 for  the  twelve  months  ended
December  31, 1997, as compared to December 31, 1996, due to the  sale
on  May  1,  1997  of  its 60% interest of Capital Builders  Roseville
Venture.   As  of  December  31,  1997, the  Statement  of  Operations
included  expenses  of $299,645 from its joint venture,  where  as  of
December  31,  1996, expenses of $878,135 from its joint venture  were
included.   The  Partnership's  remaining  property,  Plaza  de   Oro,
recognized an increase in operating expenses of $24,127 during  fiscal
year  1997  compared  to 1996, primarily due to  the  recarpeting  and
painting of the office building's lobby and other common areas.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Partnership does not have a material market risk due to financial
instruments held by the Partnership.  The Partnership's only variable
rate instrument consists of a loan payable to affiliate in the amount
of $24,000.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                                       Page Number

INDEPENDENT AUDITORS' REPORT                                     11

FINANCIAL STATEMENTS

     BALANCE SHEETS                                              12
     AS OF DECEMBER 31, 1998 AND 1997

     STATEMENTS OF OPERATIONS                                    13
     FOR THE YEARS ENDED
     DECEMBER 31, 1998, 1997, and 1996

     STATEMENTS OF PARTNERS'                                     14
     EQUITY (DEFICIT) FOR THE YEARS ENDED
     DECEMBER 31, 1998, 1997, and 1996

     STATEMENTS OF CASH FLOWS                                    15
     FOR THE YEARS ENDED
     DECEMBER 31, 1998, 1997, and 1996

     NOTES TO FINANCIAL STATEMENTS                            16-23

SUPPLEMENTAL SCHEDULES

     SCHEDULE III
     REAL ESTATE AND ACCUMULATED DEPRECIATION                    27


Financial  schedules not included have been omitted  because  of  the
absence  of  conditions under which they are required or because  the
information is included elsewhere in this report.
                                   
                     Independent Auditors' Report

The Partners
Capital Builders Development Properties:

We  have  audited the accompanying balance sheets of Capital Builders
Development  Properties,  a  California Limited  Partnership,  as  of
December 31, 1998 and 1997, and the related statements of operations,
partners'  equity (deficit) and cash flows for each of the  years  in
the  three-year  period ended December 31, 1998.  In connection  with
our  audits  of  the financial statements, we also have  audited  the
financial  statement  schedule as listed in the  accompanying  index.
These  financial statements and financial statement schedule are  the
responsibility of the partnership's management. Our responsibility is
to  express  an  opinion on these financial statements and  financial
statement schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted
auditing standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the financial
statements  are  free of material misstatement.   An  audit  includes
examining,  on  a  test basis, evidence supporting  the  amounts  and
disclosures  in  the  financial statements.  An audit  also  includes
assessing  the  accounting principles used and significant  estimates
made  by  management,  as well as evaluating  the  overall  financial
statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above  present
fairly,  in all material respects, the financial position of  Capital
Builders Development Properties as of December 31, 1998 and 1997, and
the  results of their operations and their cash flows for each of the
years  in the three-year period ended December 31, 1998 in conformity
with  generally accepted accounting principles.  Also in our opinion,
the related financial statement schedule, when considered in relation
to  the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

The  accompanying  financial statements have been  prepared  assuming
that  the partnership will continue as a going concern.  As discussed
in  Note  3  to the financial statements, the partnership's  negative
cash  flow  position and significant debt service  raise  substantial
doubt about its ability to continue as a going concern.  Management's
plans  in regard to these matters are also described in Note  3.  The
financial statements and financial statement schedule do not  include
any   adjustments  that  might  result  from  the  outcome  of   this
uncertainty.

Sacramento, California                       KPMG LLP
February 5, 1999
PART 2 - FINANCIAL INFORMATION

<TABLE>
Capita
  l
Builde
  rs
Develo
pment
Proper
 ties
  (a
Califo
 rnia
Limite
  d
Partne
rship)
                                                                     
BALANC
  E
SHEETS
<CAPTI                                                                    
   ON>
                                                   December    December 31
                                                      31
                                                     1998          1997
<S>                                                   <C>          <C>
ASSETS                                                                    
Cash                                                  $17,206       $2,310
Accoun                                                 68,742      120,152
    ts
receiv
 able,
   net
Invest                                                                    
  ment
proper
   ty,
net of
       accumulate                                                         
                d
       depreciati
           on and
       amortizati                                                         
            on of
       $1,404,343
              and
       $1,227,226                                                         
               at
         December
         31, 1998
        and 1997,                                   3,727,709    3,947,695
       respective
               ly
                                                                          
 Lease                                                                    
Commis
sions,
net of
accumu
 lated
       amortizati                                                         
            on of
          $99,899
              and
       $58,098 at
       December                                        34,260       80,188
       31, 1998
       and 1997,
       respective
       ly
                                                                          
 Other                                                                    
assets
 , net
    of
accumu
 lated
       amortizati                                                         
       on of
       $43,372
       and
       $17,382 at                                                         
         December
         31, 1998
              and
            1997,                                      53,389       68,984
       respective
               ly
                                                                          
                   Total Assets                                 $4,219,329
                                                   $3,901,306
                                                                          
LIABIL                                                                    
ITIES
AND
PARTNE
RS'
EQUITY
 Notes                                             $3,574,944    $3,503,398
payabl
     e
  Loan                                                $24,000      - - - -
payabl
  e to
affili
   ate
Accoun                                                 87,929       88,257
ts
payabl
e and
accrue
d
liabil
ities
Tenant                                                 29,043       51,989
deposi
    ts
                                                                          
                   Total Liabilities                3,715,916    3,643,644
                                                                          
Commit                                                                    
 ments
   and
contin
gencie
     s
Partne                                                                    
   rs'
Equity
     :
          General                                    (55,970)     (52,067)
         Partners
          Limited                                     241,360      627,752
         Partners
                  Total Partners' Equity              185,390      575,685
                                                                          
       Total                                       $3,901,306   $4,219,329
       Liabilitie
       s and
       Partners'
       Equity
                                                                          
See accompanying notes to the financial statements.                          
                                                                          
</TABLE>

<TABLE>
  Capital Builders Development
           Properties
     (a California Limited
          Partnership)
                                                                         
    STATEMENTS OF OPERATIONS
    YEARS ENDED DECEMBER 31,
                                                                    
<CAPTION>                                                                
                                     1998          1997           1996
<S>                                   <C>           <C>           <C>
Revenues                                                                 
  Rental and other income             $621,770     $991,210    $1,339,355
  Interest Income                          435          912         1,386
                                                                         
     Total revenues                    622,205      992,122     1,340,741
                                                                         
Expenses                                                                 
  Operating expenses                   151,278      202,125       262,885
  Repairs & maintenance                 76,256      130,654       140,846
  Property taxes                        57,673       71,632        97,548
  Interest                             338,454      472,622       744,438
  General and administrative            94,253       89,335       107,306
  Depreciation and amortization        294,586      296,759       464,473
                                                                         
     Total expenses                  1,012,500    1,263,127     1,817,496
                                                                         
  Loss before minority interest                                          
and gain from disposition of
Joint Venture                        (390,295)    (271,005)     (476,755)
                                                                         
  Minority interest in net loss                                          
of Joint Venture                       - - - -       22,806        82,645
                                                                         
  Gain from disposition of Joint                                         
Venture                                - - - -    1,127,913       - - - -
                                                                         
     Net (loss) income               (390,295)      879,714     (394,110)
                                                                         
Allocated to General Partners          (3,903)        8,797       (3,941)
                                                                         
Allocated to Limited Partners       $(386,392)     $870,917    $(390,169)
                                                                         
Net (loss) income per Limited                                            
Partnership unit                      $(28.03)       $63.17      $(28.30)
                                                                         
Average units outstanding               13,787       13,787        13,787
                                                                         
See accompanying notes to the financial statements.                           
</TABLE>

<TABLE>
               CAPITAL BUILDERS DEVELOPMENT PROPERTIES,
                   a California Limited Partnership
                                   
               STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
             YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
                                                                   Total
                                                               Partners'
                                      General      Limited        Equity
                                     Partners     Partners     (Deficit)
<S>                                       <C>          <C>           <C>
  Balance at December 31, 1995      ($56,923)     $147,004       $90,081

      Net loss                        (3,941)    (390,169)     (394,110)

  Balance at December 31, 1996       (60,864)    (243,165)     (304,029)

      Net income                        8,797      870,917       879,714

  Balance at December 31, 1997       (52,067)      627,752       575,685

      Net Loss                        (3,903)    (386,392)     (390,295)

  Balance at December 31, 1998      ($55,970)     $241,360      $185,390


     See accompanying notes to the financial statements.
</TABLE>

<TABLE>
  Capital Builders Development
           Properties
     (a California Limited
          Partnership)
                                                                  
    STATEMENTS OF CASH FLOWS
    YEARS ENDED DECEMBER 31,
                                                                  
<CAPTION>                                                         
                                     1998          1997         1996
<S>                                  <C>           <C>           <C>
Cash flows from operating                                              
activities:
  Net (loss) income               ($390,295)      $879,714   ($394,110)
  Adjustments to reconcile net                                         
(loss) income to cash flow
(used in) provided by                                                  
operating activities:                                                  
  Depreciation and amortization      294,586       296,759      464,473
  Minority interest in joint                                           
venture                              - - - -      (22,806)     (82,645)
  Gain from disposition of joint                                       
venture investment                   - - - -   (1,127,913)      - - - -
  Unpaid interest expense on                                           
loan payable                         - - - -        55,347       58,702
  Changes in assets and                                                
liabilities:
    Decrease (Increase) in                                             
accounts receivable                   51,410      (19,494)        3,015
    Increase in leasing                                                
commissions                          (1,093)      (36,346)     (79,663)
    Decrease (Increase) in other                                       
assets                                 2,703         (757)      (3,409)
   (Decrease)  Increase in                                             
accounts payable and
accrued liabilities                    (328)      (12,259)       41,876
   (Decrease ) Increase in                                             
tenant deposits                     (22,946)      (11,801)        6,487
                                                                       
Net cash (used in) provided by                                         
       operating activities         (65,963)           444       14,726
                                                                       
Cash flows from investing                                              
activities:
  Improvements to investment                                           
properties                           (1,588)      (83,197)    (123,815)
  Proceeds from sale of                                                
partnership investment               - - - -        14,380      - - - -
                                                                       
Net cash used in investing                                             
activities                           (1,588)      (68,817)    (123,815)
                                                                       
Cash flows from financing                                              
activities:
  Proceeds on notes payable          110,000     3,530,000       39,954
  Payments on notes payable         (38,454)   (3,425,377)     (72,449)
  Payment of loan fees              (13,099)      (83,275)      - - - -
  Proceeds on loans payable to                                         
affiliate                             24,000       - - - -      225,000
  Distribution to minority                                             
interest                             - - - -       - - - -    (124,480)
                                                                       
Net cash provided by financing                                         
activites                             82,447        21,348       68,025
                                                                       
Net increase (decrease) in cash       14,896      (47,025)     (41,064)
                                                                       
Cash, beginning of period              2,310        49,335       90,399
                                                                       
Cash, end of period                  $17,206        $2,310      $49,335
                                                                       
Supplemental disclosure:                                               
  Cash paid for interest            $338,454      $391,634     $685,739
                                                                       
Non cash investing and financing                                       
activity:
  Capital improvements financed                                        
through accounts payable and
accrued liabilities                  - - - -       - - - -      $34,576
                                                                       
See accompanying notes to the financial statements.                    
</TABLE>
                                   
                Capital Builders Development Properties
                  (A California Limited Partnership)
                                   
                                   
                     NOTES TO FINANCIAL STATEMENTS
                   December 31, 1998, 1997, AND 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
         ORGANIZATION

A  summary  of  the significant accounting policies  applied  in  the
preparation of the accompanying financial statements follows:

Basis of Accounting
The  financial statements of Capital Builders Development  Properties
(The  "Partnership") are prepared on the accrual basis and  therefore
revenue is recorded as earned and costs and expenses are recorded  as
incurred.

Principles of Presentation
The 1996 financial statements include the accounts of the company and
its  majority-owned  subsidiary  (60%),  Capital  Builders  Roseville
Venture.   In  May  1997 the Partnership sold  its  60%  interest  in
Capital Builders Roseville Venture to its affiliate, Capital Builders
Development  Properties II.  Capital Builders Development  Properties
II,  a  California  Limited  Partnership,  is  an  affiliate  of  the
Partnership as they have the same General Partner, Capital  Builders,
Inc.   The  financial statements represent financial  activity  on  a
consolidated basis until the time of the disposition of the majority-
owned   subsidiary.   All  significant  intercompany   accounts   and
transactions  have been eliminated.  The General Partner  of  Capital
Builders  Development  Properties, Capital  Builders,  Inc.,  has  no
direct  ownership interest in the joint venture, and did not  receive
any  compensation  for the sale of the subsidiary  (See  Note  2  for
further discussion).

Organization
Capital   Builders  Development  Properties,  a  California   Limited
Partnership, is owned under the laws of the State of California.  The
Managing  General  Partner is Capital Builders,  Inc.,  a  California
corporation (CB).

The Partnership is in the business of real estate development and  is
not   a  significant  factor  in  its  industry.   The  Partnership's
investment  properties  are  located  near  major  urban  areas  and,
accordingly,  compete  not  only with  similar  properties  in  their
immediate areas but with hundreds of properties throughout the  urban
areas.   Such  competition is primarily on the  basis  of  locations,
rents, services and amenities.  In addition, the Partnership competes
with  significant numbers of individuals or organizations  (including
similar  companies,  real  estate  investment  trusts  and  financial
institutions)  with  respect  to  the  purchase  and  sale  of  land,
primarily on the basis of the prices and terms of such transactions.

Financial Reporting for Segments of a Business Enterprise
During  1998, the Partnership adopted SFAS No. 131, Disclosures  about
Segments  of  an  Enterprise  and Related Information.  SFAS  No.  131
establishes standards for the way public business enterprises  are  to
report  information  about  operating  segments  in  annual  financial
statements   and   requires  those  enterprises  to  report   selected
information  about  operating segments in  interim  financial  reports
issued  to  shareholders.  It also establishes standards  for  related
disclosures about products and services, geographic areas,  and  major
customers.   SFAS No. 131 supersedes SFAS No. 14, Financial  Reporting
for Segments of a Business Enterprise, but retains the requirement  to
report information about major customers.  As of December 31, 1998 and
1997,  the Partnership did not have any reportable segments under  the
provisions of SFAS No. 131.

Investment Properties
Long-lived  assets and certain identifiable intangibles are  reviewed
for  impairment whenever events or changes in circumstances  indicate
that  the  carrying  amount  of  an asset  may  not  be  recoverable.
Recoverability  of  assets  to be held and  used  is  measured  by  a
comparison  of  the carrying amount of an asset to  future  net  cash
flows  expected  to be generated by the asset.  If  such  assets  are
considered  to  be  impaired,  the impairment  to  be  recognized  is
measured  by  the amount by which the carrying amount of  the  assets
exceed  the fair value of the assets.  Assets to be disposed  of  are
reported at the lower of the carrying amount or fair value less costs
to sell.

The  Partnership's investment property consists of  commercial  land,
buildings  and  leasehold  improvements  that  are  carried  net   of
accumulated  depreciation.  Depreciation is provided for  in  amounts
sufficient  to  relate the cost of depreciable assets  to  operations
over  their  estimated service lives of three to  forty  years.   The
straight-line  method  of  depreciation  is  followed  for  financial
reporting purposes.

Other Assets

Included in other assets are loan fees, which are amortized over  the
life of the related note.

Lease Commissions

Lease commissions are being amortized over the related lease terms.

Income Taxes

The Partnership does not provide for income taxes since all income or
losses  are  reported  separately on  the  individual  partners'  tax
returns.

Revenue Recognition

Rental income is recognized on a straight-line basis over the life of
the lease, which may differ from the scheduled rental payments.

Net (Loss) Income per Limited Partnership Unit

The  net (loss) income per Limited Partnership unit is computed based
on  the weighted average number of units outstanding during the  year
of 13,787 in 1998, 1997, and 1996.

Statement of Cash Flows

For  purposes  of statement of cash flows, the Partnership  considers
all  short-term investments with a maturity, at date of purchase,  of
three months or less to be cash equivalents.

Use of Estimates

The  preparation of financial statements in conformity with generally
accepted  accounting principles requires management to make estimates
and  assumptions  that  affect the reported  amounts  of  assets  and
liabilities  and disclosure of contingent assets and  liabilities  at
the  date  of  the financial statements and the reported  amounts  of
revenues  and  expenses during the reporting period.  Actual  results
could differ from those estimates.

NOTE 2 - CHANGES IN OPERATIONS AND UNUSUAL ITEMS

In  May  1997,  the  Partnership sold its  60%  interest  in  Capital
Builders   Roseville  Venture  to  its  affiliate,  Capital  Builders
Development  Properties  II.   The  sale  was  completed   after   an
independent property valuation of the joint venture property, Capital
Professional  Center.  The sale resulted in a net gain of  $1,127,913
($81.81  per  limited  partnership unit) and  net  cash  proceeds  of
$14,380.   As  of December 31, 1997, the Partnership's  Statement  of
Operations  included  a  net loss of $57,015  from  Capital  Builders
Roseville  Venture, of which $22,806 was allocated  to  its  minority
partner.   The  transaction did not generate any  sales  commissions,
transaction  fees, changes in management compensation  or  any  other
direct or indirect benefit to the General Partner.

NOTE 3 - LIQUIDITY

In  November  1998,  one  of  Plaza de Oro's  major  office  tenants,
occupying 12,052 square feet, filed Chapter 11 Bankruptcy and vacated
its  suites.   Although  the tenant's lease  does  not  expire  until
January 31, 2001, it is unlikely that any future collections will  be
received  on  the  lease.  Unamortized tenant improvement  and  lease
commission costs related to this tenant were written off during  1998
in the amount of $47,291.

The  loss  of this tenant will have a significant negative impact  on
the  Partnership's cash flow, and unless Management is successful  in
obtaining additional lease-up and/or additional sources of cash  from
refinancing,  the  Partnership will be unable to  meet  current  year
obligations.

In  order to accelerate the releasing of the office building's vacant
space,  Management  has  reduced the asking  rent  from  $1.27/sf  to
$1.17/sf  and its industrial modified gross asking rent from  $.35/sf
to  $.30/sf.   This rent reduction has already generated  one  signed
lease  for  1,100 square feet, and negotiations for 5,000  and  7,000
square  foot  leases.   Management  is  also  negotiating  with   the
property's  current  lender to provide a line of  credit  which  will
enable Management to continue its leasing efforts and provide funding
for operating deficits for the next twelve months.

NOTE 4 - RELATED PARTY EXPENSE REIMBURSEMENT AND FEE ARRANGEMENT

The  Managing  General  Partner  (Capital  Builders,  Inc.)  and  the
Associate General Partners are entitled to reimbursement of  expenses
incurred  on  behalf  of the Partnership and certain  fees  from  the
Partnership.  These fees include: a property management fee up to  6%
of  gross  revenues realized by the Partnership with respect  to  its
properties; a subordinated real estate commission of up to 3% of  the
gross sales price of the properties; and a subordinated 25% share  of
the  Partnership's distributions of cash from sales  or  refinancing.
The  property management fee currently being charged is 5%  of  gross
rental revenues collected.

All  acquisition fees and expenses, all underwriting commissions, and
all  offering  and  organizational expenses which  can  be  paid  are
limited to 20% of the gross proceeds from sales of Partnership  units
provided   the  Partnership  incurs  no  borrowing  to  develop   its
properties.  However, these fees may increase to a maximum of 33%  of
the  gross  offering  proceeds based upon the total  acquisition  and
development costs, including borrowing.  Since the formation  of  the
Partnership,  27.5%  of  these fees were paid  to  the  Partnership's
related  parties, leaving a remaining maximum of 5.5%  ($379,143)  of
the gross offering proceeds.  The ultimate amount of these costs will
be determined once the properties are fully developed and leveraged.

The  total management fees paid to the Managing General Partner  were
$7,960,  $47,380, and $62,154 for the years ended December 31,  1998,
1997,  and 1996, respectively, while total reimbursement of  expenses
was  $85,552,  $97,416, and $114,512, respectively.  The  Partnership
has  accrued $29,789 of management fees during 1998 and will continue
to accrue  these fees until all vendor balances are brought current.

NOTE 5 - INVESTMENT PROPERTIES

The components of the investment property account at December 31, are
as follows:

                                     1998               1997
Land                               $1,353,177     $1,353,177
Building and Improvements           3,289,420      3,287,832
Tenant Improvements                   489,455        533,912
Investment properties, at cost      5,132,052      5,174,921

Less: accumulated depreciation
        and amortization          (1,404,343)    (1,227,226)

     Investment property, net      $3,727,709     $3,947,695


NOTE 6 - LOAN PAYABLE TO AFFILIATE
The  loan  payable at December 31, 1998 represents funds advanced  to
the Partnership from Capital Builders, Inc. (General Partner).  These
funds  were utilized to fund December 1998 property taxes.  The  loan
bears interest at approximately the same rate charged to it by a bank
for  other borrowings (9.25% as of December 1998) and is payable upon
demand.

NOTE 7 - NOTES PAYABLE

Notes Payable consist of the following at December 31,:

                                                1998         1997
Mini-permanent loan with a fixed  interest
rate of 9.25%, requiring monthly principal
and interest payments of $28,689, which is
sufficient  to amortize the loan  over  25
years.   The  loan is due April  1,  2002.
The note is collateralized by a First Deed
of   Trust  on  the  land,  buildings  and
improvements,  and  is guaranteed  by  the
General Partner.                             $3,284,944   $3,323,398

Land  loan of $180,000 due March 24,  1998
was   refinanced  with  a  land  loan   of
$290,000  due  May  1,  1999.   The   note
requires interest only payments and  bears
interest at 12.5%.  The note is secured by
Plaza  de Oro's separately parceled  Phase
II land.                                        290,000      180,000

Total Notes Payable                          $3,574,944   $3,503,398


Scheduled  principal payments during 1999, 2000, 2001, and  2002  are
$332,166, $46,236, $50,699, and $3,145,843, respectively.


NOTE 8 - LEASES

The  Partnership leases its properties under long-term  noncancelable
operating  leases  to  various tenants.  The  facilities  are  leased
through  agreements  for  rents based on the square  footage  leased.
Minimum annual base rental payments under these leases for the  years
ending December 31 are as follows:

                    1999                       $377,765
                    2000                        329,600
                    2001                        288,950
                    2002                        104,178
                    Total                    $1,100,493


NOTE 9 - RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

A  reconciliation  of  the  net (loss) income  as  reflected  on  the
accompanying  Statements  of Operations  to  that  reflected  on  the
Federal  income  tax return for the years ended  December  31  is  as
follows:

                                         1998         1997          1996

Net (loss) income - Statements
  of Operations                    ($390,295)     $879,714    ($394,110)

Adjustments
  resulting from:
  Difference in depreciation
  and amortization                    108,868    (413,552)       114,923

  Net (loss) income - tax return    (281,427)      466,162     (279,187)

Partners' equity - Statements of
  Partners' equity (deficit)         $185,390     $575,685    ($304,029)

Increases
  resulting from:
  Difference in depreciation
  and amortization and
  valuation allowance               1,876,599    1,767,731     2,181,286
  Selling expenses for
  Partnership units                 1,012,108    1,012,108     1,012,108

  Partners' equity - tax return    $3,074,097   $3,355,524    $2,889,365

Taxable (loss) income per Limited
  Partnership unit after
  giving effect to the
  taxable loss allocated to
  the General Partner                ($20.21)       $33.47      ($20.05)



NOTE 10 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Partnership in
estimating it's fair value disclosures for financial instruments.

     Notes payable
     The  fair value of the Partnership's notes payable are estimated
     based on the quoted market prices for the same or similar issues
     or  on the current rates offered to the Partnership for debt  of
     the same remaining maturities.

The  estimated fair values of the Partnership's financial instruments
as of December 31, are as follows:

                                      1998                1997
                             Carrying    Estimated   Carrying   Estimated
                               Amount   Fair Value     Amount  Fair Value

Liabilities
Loan payable to affiliate     $24,000      $24,000      - - -       - - -
Note payable               $3,284,944   $3,284,944$3,323,398   $3,323,398
Note payable                 $290,000     $290,000   $180,000    $180,000



NOTE 11 - COMMITMENTS AND CONTINGENCIES

The  Partnership is involved in litigation primarily  arising  in  the
normal  course  of  its business.  In the opinion of  management,  the
Partnership's  recovery  or  liability,  if  any,  under  any  pending
litigation  would  not  materially affect its financial  condition  or
operations.

NOTE 12 - PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

Accounting  for the Costs of Computer Software Developed  or  Obtained
for Internal Use

In  March  1998, the American Society of Certified Public  Accountants
(AICPA)  issued Statement of Position (SOP) 98-1, Accounting  for  the
Costs  of  Computer Software Developed or Obtained for  Internal  Use.
SOP  98-1  provides guidance on accounting for the costs  of  computer
software  developed or obtained for internal use.  It  specifies  that
computer  software meeting certain characteristics  be  designated  as
internal-use   software   and  sets  forth  criteria   for   expensing
capitalizing, and amortizing certain costs related to the  development
or  acquisition of internal-use software.  SOP 98-1 is  effective  for
fiscal  years beginning after December 15, 1998.  Management does  not
expect  that adoption of SOP 98-1 will have a material impact  on  the
Partnership's financial statements.

Reporting on the Costs of Start-Up Activities

In  April  1998, the AICPA issued SOP 98-5, Reporting on the Costs  of
Start-Up  Activities.   SOP 98-5 provides guidance  on  the  financial
reporting of start-up costs and organization costs.  It requires costs
of  start-up  activities  and organization costs  to  be  expensed  as
incurred.   SOP  98-5  is effective for fiscal years  beginning  after
December 15, 1998.  Management does not expect that adoption of SOP 98-
5   will  have  a  material  impact  on  the  Partnership's  financial
statements.

Accounting for Derivative Instruments and Hedging Activity

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments  and Hedging Activities.  SFAS No. 133 is  effective  for
all  fiscal quarters of fiscal years beginning after June  15,  1999.
Management believes that the adoption of SFAS No. 133 will not have a
material  impact on the financial statements due to the Partnership's
inability  to invest in such instruments as stated in the Partnership
agreement.


                               PART III
      
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
          DISCLOSURE

NONE

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Partnership  has no directors.  The Partnership  is  managed  by
Capital  Builders,  Inc. ("CB"), the Managing General  Partner.   The
following  are  the  names  and  other information  relating  to  the
Managing  General Partner.  No expiration date has been set  for  the
term during which the Managing General Partner is to serve.

MANAGING GENERAL PARTNER

The Partnership is being managed by CB, the Managing General Partner.
CB  is  a  California  corporation organized in May  1978,  with  its
executive offices at 4700 Roseville Road, Suite 206, North Highlands,
California 95660 [telephone number (916) 331-8080].  To date, CB  has
organized  ten  Partnerships  to engage  in  commercial  real  estate
development.   As  the  General Partner, CB may  be  responsible  for
certain  liabilities that a Partnership it manages is unable to  pay.
In  addition,  CB, in the normal course of business,  has  guaranteed
certain debt obligations of the Partnerships it sponsored aggregating
$3,284,944.

The officers, directors, and key personnel of CB are as follows:

    Name                               Office
    Michael J. Metzger                 President and Director
    Mark Leggio                        Director
    Ellen Wilcox                       Director

Michael  J.  Metzger:   Mr. Metzger is responsible  for  the  general
management  of  CB.   Mr.  Metzger  assumed  responsibility  for  the
management  of  CB in December 1986.  He was formerly  the  Executive
Vice-President  of The Elder-Nelson Company (EN) and its  subsidiary,
the  Elder-Nelson Equities Corporation - affiliated  companies  which
provided  underwriting and administrative services to CB.   Prior  to
joining  EN in 1977, Mr. Metzger was Partner/General Manager for  two
years  in  his  family's  real  estate contracting,  development  and
syndication  business.   Mr.  Metzger has  also  had  five  years  of
experience in manufacturing management, and served as an Army Officer
for  four  years.   Mr. Metzger holds a B.S. degree in  Business  and
Industrial Management as well as a license in Real Estate and  former
licenses in Insurance and Securities.

Ellen  Wilcox:   Ellen  Wilcox is a Registered Investment  Advisor  in
California and the former Owner/Manager of Wilcox Financial  Services.
She   is   licensed  in  General  Securities  and  Insurance   through
Linsco/Private  Ledger,  an  NASD  Registered  Broker/Dealer.   As  an
Investment  Advisor and Broker, Ms. Wilcox provides a  full  range  of
investment  products and services to individuals  and  small  business
owners.   She  has been actively providing such services  since  1986.
Ms.   Wilcox   teaches  classes  on  retirement  planning,  investment
strategies, and basic money management.  She is a popular speaker  and
lecturer  on financial topics and has authored many published articles
and has appeared on several radio shows.

Mark J. Leggio:  Mark Leggio is the Owner of Mark J. Leggio, CPA.   He
provides tax accounting and business consultation services to  a  wide
variety  of  small and mid-size businesses.  In addition,  he  is  the
founding  shareholder  and chief financial  officer  of  Green  Planet
Juicery, Inc., located in the Sacramento area.  From 1978 to  1995  he
worked for KPMG LLP and was a partner when he left.  Mr. Leggio  holds
a  Bachelor  of  Science degree in Accounting from the  University  of
Southern California, where he graduated cum laude.


ITEM 11.  EXECUTIVE COMPENSATION

The  Partnership  does  not  have  any  officers  or  employees  and,
therefore,   does  not  pay  compensation  to  such   persons.    The
Partnership's  business is conducted by the Managing General  Partner
which  is  entitled under Article IV of the Partnership Agreement  to
receive   underwriting   commission,   acquisition   fees,   property
management  fees,  subordinated  real  estate  commission,  share  of
distribution  and  an  interest  in the  Partnership.   The  Managing
General Partner's fees totaled $31,118, of which $7,960 was paid  and
$23,158  was  accrued  in  1998.  These fees  consisted  entirely  of
property  management fees which are calculated as 5% of gross  rental
revenues collected.

In  addition  to  the  fees described above, the General  Partner  is
entitled  to  reimbursement for out of pocket  expenses  incurred  on
behalf of the Partnership.  Such expenses aggregated $85,552 in 1998.


ITEM 12. SECURITY   OWNERSHIP  OF  CERTAIN  BENEFICIAL   OWNERS   AND
           MANAGEMENT

The  Managing  General Partner contributed $1,000 to the  Partnership
Capital  accounts,  however, no securities  were  issued  in  respect
thereof.   No  person is known to the Partnership to own beneficially
more than 5% of the units.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership agreement (see Part IV, Item 14(a)(4) Exhibits) which
was executed in 1985, authorized the compensation set forth below  to
be  paid  to  the Managing General Partner and to affiliates  of  the
Managing General Partner.

During  the year ended December 31, 1998 the Managing General Partner
and/or   its   affiliate  received  $85,552  for   reimbursement   of
administrative  services  and  $7,960  for  property  management  and
administrative fees.


                                PART IV

ITEM 14.  EXHIBITS FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
          8-K
      
EXHIBIT NUMBER  EXHIBIT
               
(a)              1,2  See  Item 8 of this Form 10-K for the Financial
               Statements  of  the  Partnership, Notes  thereto,  and
               Supplementary  Schedules.   An  Index   to   Financial
               Statements  and Schedules is included and incorporated
               herein by reference.

                 4    Limited Partnership Agreement dated May 1, 1985
               filed  as exhibit 3.3 and the Amendment to the Limited
               Partnership  Agreement dated November 20,  1986  filed
               as  exhibit 3.4 to Registration Statement No.  2-96042
               of   Capital   Builders  Development   Properties,   A
               California    Limited    Partnership    are     hereby
               incorporated by reference.

                 11   Statement  regarding computation  of  per  unit
               earnings  is not included because the computation  can
               be  clearly determined from the material contained  in
               this report.

(b)            Reports on Form 8-K

               The Partnership filed an 8-K dated November 11, 1992.

  
                              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.
  
     Capital Builders Development Properties and Subsidiary
     A California Limited Partnership
  
     By CAPITAL BUILDERS, INC.,
     The Managing General Partner,
     For and On Behalf of the
     Capital Builders Development Properties
     A California Limited Partnership
  
  

Michael J. Metzger, President           Date

Pursuant to the requirements of the Securities Exchange Act of  1934,
this  report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.

    Signature                   Title                   Date


____________________     Associate General
Michael J. Metzger       Partner; President and
                         Director of Capital
                         Builders, Inc. ("CB")

____________________     Chief Financial
Kenneth L. Buckler       Officer of CB



SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH  REPORTS  PURSUANT  TO
SECTION  15(d)  OF THE ACT BY REGISTRANTS WHICH HAVE  NOT  REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

The Partnership has not sent an annual report or proxy statements  to
the Limited Partners and does not intend to send a proxy statement to
the Limited Partners.  The Partnership will send the Limited Partners
an  annual report and will furnish the Commission with copies of  the
annual report on or before April 30, 1999.


<TABLE>
 Capital Builders
    Development
    Properties
   A California
Limited Partnership
                                                                
SCHEDULE III - REAL
    ESTATE AND
    ACCUMULATED
   DEPRECIATION
 December 31,1998
<CAPTION>                                                            
     Column A         Column B     Column C     Column D
        <S>             <C>           <C>             <C>       
                                                  Cost
                                              Capitalized
    Description     Encumbrances Initial Cost  Subsequent
                                                   to
                                               Acquistion
                                                                      
                                                 Improve-   Carrying
                                   Land (1)      ments(1)    Costs
Commercial Office                                                    
Bldg.
  Rancho Cordova      $3,574,944   $1,143,165  $3,969,405     $19,482
                                                                     
                                                                     
                                                                     
                                                                     
                                                                     
                                                                     
Balance at                                                           
beginning of period
                                                                     
Additions                                                            
                                                                     
Sale of Capital                                                      
Professional Center
                                                                     
Deletions (2)                                                        
                                                                     
Balance at end of                                                    
period
                                                                     
                                                                     
                                                                     
     Column A         Column E                               
        <S>                           <C>                            
                                                                     
    Description        Gross                                     
                      Carrying
                     Amount at
                       End of
                       Period
                                                                     
                                  Buildings &                        
                                   Improve-                          
                        Land         ments      Total(1)
Commercial Office                                                    
Bldg.
  Rancho Cordova      $1,353,177   $3,778,875  $5,132,052            
                                                                     
                                                                     
                      Column E                               
                       Total
                                                                     
                            1996         1997        1998            
Balance at                                                           
beginning of period   $9,582,274   $9,360,370  $5,174,921
                                                                     
Additions                158,391       48,621       1,588            
                                                                     
Sale of Capital                                                      
Professional Center        - - -  (4,172,587)       - - -
                                                                     
Deletions (2)          (380,295)     (61,483)    (44,457)            
                                                                     
Balance at end of                                                    
period                $9,360,370   $5,174,921  $5,132,052
                                                                     
                                                                     
                                                                     
     Column A         Column F     Column G     Column H    Column I
        <S>             <C>           <C>         <C>         <C>
                    Accumulated     Date of       Date     Deprecia-
    Description     Depreciation Construction   Acquired   tion Life
                                                                     
Commercial Office                                         40 Years
Bldg.                                                     (Bldg)
                                                          Life of
Rancho Cordova        $1,404,343         1987        1985 Lease
                                                          (Tenant
                                                         Imp.)
                                                                     
                                   Column F
                                     Total
                                                                     
                                         1996        1997        1998
                                                                     
Balance at                                                           
beginning of period                $2,097,079  $2,107,769  $1,227,141
                                                                     
Additions                             390,985     189,977     221,659
                                                                     
Sale of Capital                                                      
Professional Center                     - - - (1,009,122)       - - -
                                                                     
Deletions (2)                       (380,295)    (61,483)    (44,457)
                                                                     
Balance at end of                                                    
period                             $2,107,769  $1,227,141  $1,404,343
                                                                     
                                                                     
                                                                     
       1) Valuation                                                  
      allowance for
possible investment
loss of $742,000 at
  December 31, 1995
was charged against
  the cost basis of
       the land and
       building and
  improvements on a
  pro rata basis in
accordance with the
  the provisions of                                                  
 SFAS No. 121 which
     was adopted on
   January 1, 1996.
                                                                                  
       2) Deletions                                                  
represent the write-
       off of fully
   amortized tenant
 improvement costs.

</TABLE>