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
      EXCHANGE ACT OF 1934

               For the fiscal year ended: December 31, 1997
OR

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

                      Commission file number: 0-10222

                       QUALIFIED PROPERTIES 80, L.P.
            (formerly Hutton/GSH Qualified Properties 80, L.P.)
           Exact name of registrant as specified in its charter

Virginia                                             13-3046808
State or other jurisdiction of
incorporation or organization             I.R.S. Employer Identification No.

3 World Financial Center, 29th Floor
New York, New York  ATTN: Andre Anderson                10285
Address of principal executive offices                 zip code

Registrant's telephone number, including area code: (212) 526-3237

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

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


                   Units of Limited Partnership Interest
                              Title of Class

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

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

Documents Incorporated by Reference:

Portions of Prospectus of Registrant dated October 10, 1980 (included in
Amendment No. 2 to Registration Statement, No. 2-67908, of Registrant filed
October 10, 1980) are incorporated by reference into Part III.

Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997 filed as an exhibit under Item 14.


                                PART I



Item 1. Business

(a) General Development of Business

Qualified Properties 80, L.P. (the "Registrant" or the "Partnership")
(formerly Hutton/GSH Qualified Properties 80, L.P.) is a Virginia limited
partnership formed on January 13, 1981, of which QP80 Real Estate Services
Inc. ("QP80 Services"), formerly Hutton Real Estate Services, Inc. (See
Item 10 "Certain Matters Involving Affiliates of QP80 Services) and HS
Advisors, Ltd. ("HS Advisors"), are the general partners (the "General
Partners").  The Partnership was originally formed to acquire, operate and
hold for investment the following five commercial properties (the
"Properties" or individually a "Property"): Diamond Springs Warehouse
Facility ("Diamond Springs"), a warehouse located in Virginia Beach,
Virginia; 959 Ridgeway Office Building ("959 Ridgeway"), a two-story office
building located in Memphis, Tennessee; 889 Ridgelake Office Building ("889
Ridgelake"), a three-story office building located in Memphis, Tennessee;
Swenson Business Park - Building A ("Swenson A"), a one-story research and
development facility located in San Jose, California; and Stevens Creek
Office Building ("Stevens Creek"), a class-A office property located in San
Jose, California.  The Partnership does not plan to invest in any
additional properties. Additional information regarding the historical
development of business is incorporated by reference to Note 1 of the Notes
to the Consolidated Financial Statements in the Partnership's Annual Report
to Unitholders for the year ended December 31, 1997 filed as an exhibit
under Item 14.

As of February 28, 1998, three of the Properties had been sold.  Diamond
Springs was sold on March 1, 1995 for net proceeds of $3.0 million; Swenson
A was sold on November 10, 1997 for net proceeds of $2.9 million; and
Stevens Creek was sold on February 2, 1998 for net proceeds of $15.2
million.  Additional information regarding these sales is incorporated by
reference to Item 7 and Note 4 of the Notes to the Consolidated Financial
Statements contained in the Partnership's Annual Report to Unitholders for
the year ended December 31, 1997 filed as an exhibit under Item 14

The Partnership is in the process of selecting a real estate brokerage firm
to assist in selling the Partnership's two remaining Properties, 889
Ridgelake and 959 Ridgeway.

(b) Financial Information About Industry Segment

The Partnership's sole business is the ownership and operation of the
Properties.  All of the Partnership's revenues, operating profits or losses
and assets relate solely to such industry segment.

(c) Narrative Description of Business

The Partnership's principal investment objectives with respect to the
Properties (in no particular order of priority) are:

*    Capital appreciation.

*    Distributions of Net Cash From Operations attributable to rental income.

*    Preservation and protection of capital.

*    Equity build-up through principal reduction of mortgage loans, if any,
     on the Properties.

Distributions of Net Cash From Operations will be the Partnership's
objective during its operational phase, while the preservation and
appreciation of capital will be the Partnership's long-term objectives.
The attainment of the Partnership's investment objectives will depend on
many factors, including successful management of the operations of the
Properties.  Future economic conditions in the United States as a whole
and, in particular, in Memphis, Tennessee, where the remaining Properties
are located, will also be important factors, especially with regard to the
achievement of capital appreciation.

The Registrant expects to sell its remaining Properties during 1998, taking
into consideration such factors as market conditions, leasing conditions,
net sales proceeds to be realized, and the possible risks of continued
ownership.  No Property will be sold, financed or refinanced by the
Partnership without the agreement of both General Partners.  Proceeds from
any future sale, financing or refinancing of the Properties will not be
reinvested but will be distributed to the Partners, so that the Partnership
will, in effect, be self-liquidating.  As partial payment for Properties
sold, the Partnership may receive purchase money obligations collateralized
by mortgages or deeds of trust.  In such cases, the amount of such
obligations will not be included in Net Proceeds From Sale or Refinancing
(distributable to the Partners) until and to the extent the obligations are
realized in cash, sold or otherwise liquidated.

(d) Competition

889 Ridgelake Office Building and 959 Ridgeway Office Building are subject
to competition from similar types of properties located in the same
vicinity.  The business of owning and operating commercial office buildings
in the area where the Properties are located is highly competitive, and the
Partnership competes with a number of established companies, some of which
have greater resources than the Partnership.  For a discussion of current
commercial real estate market conditions in the Memphis area, see the
section entitled "Message to Investors" in the Partnership's Annual Report
to Unitholders for the year ended December 31, 1997 filed as an exhibit
under Item 14.

(e) Employees

The Partnership has no employees.

Item 2. Properties

Description of Properties and material leases incorporated by reference to
the section entitled "Message to Investors" and Note 4 and Note 6 of the
Notes to the Consolidated Financial Statements in the Partnership's Annual
Report to Unitholders for the year ended December 31, 1997, filed as an
exhibit under Item 14.

Item 3. Legal Proceedings

Neither the Partnership nor any of the Properties is subject to any
material pending legal proceedings.

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

During the fourth quarter of the year ended December 31, 1997, no matter
was submitted to a vote of security holders through the solicitation of
proxies or otherwise.


                                  PART II

Item 5. Market for Registrant's Limited Partnership Units and Related
Unitholder Matters

(a) Market Information  An established public market for Interests does not
    exist and is not likely to develop.

(b) Holders  As of December 31, 1997, the number of holders of Units was 1,899.

(c) Distributions  Cash distributions paid to the Limited Partners for the two
    years ended December 31, 1997 are incorporated by reference to the section
    entitled "Message to Investors" in the Partnership's Annual Report to the
    Unitholders for the year ended December 31, 1997 filed as an exhibit under
    Item 14.

Item 6. Selected Financial Data

Incorporated by reference to the section entitled "Financial Highlights" in
the Partnership's Annual Report to Unitholders for the year ended December
31, 1997, which is filed as an exhibit under Item 14.


Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

On November 10, 1997 the Swenson Property was sold for net proceeds of
$2,909,697 and resulted in a gain on sale of $1,336,788, which is reflected
in the Partnership's statement of operations for the year ending December
31, 1997.  On February 2, 1998 a sale of the Stevens Creek Property was
completed.  The Stevens Creek Property was sold for net proceeds of
$15,223,030 and resulted in a gain on sale of approximately $7.9 million,
which will be reflected in the Partnership's statement of operations for
the three months ending March 31, 1998.

The Partnership is in the process of selecting a real estate brokerage firm
to assist in marketing for sale the Partnership's two remaining Properties,
889 Ridgelake Office Building and 959 Ridgeway Office Building.  While it
is currently anticipated that the Properties will be sold and the
Partnership liquidated in 1998, there can be no assurance that either
Property will be sold within this time frame, or that any sale, if
completed, will result in a particular price.

The Partnership had cash and cash equivalents totaling $1,023,370 at
December 31, 1997, compared with $383,531 at December 31, 1996.  The
increase is primarily due to the sale of the Swenson Property in addition
to net cash provided by operating activities exceeding cash distributions
and mortgage principal payments.  The Partnership also had a restricted
cash balance of $50,567 at December 31, 1997, compared with $187,237 at
December 31, 1996.  The decrease is largely due to a refund of $139,031 of
excess cash which had been held in escrow for real estate taxes, partially
offset by escrow fundings.

Distribution payable totaled $0 at December 31, 1997, compared with
$339,817 at December 31, 1996.  The decrease reflects the suspension of
quarterly cash distributions from operations in the second quarter of 1997.
Further information regarding cash distributions is incorporated herein by
reference to the section entitled "Message to Investors" contained in the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997 filed as an exhibit under Item 14.

Accounts payable and accrued expenses totaled $220,073 at December 31,
1997, compared with $265,809 at December 31, 1996.  The decrease is largely
due to the timing of payment of various invoices during 1997.

A discussion of material leases at the Partnership's two remaining
properties is incorporated herein by reference to the section entitled
"Message to Investors" contained in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1997 filed as an exhibit under
Item 14.

The Partnership paid cash distributions to the Limited Partners of $54.00
per Unit for the year ended December 31, 1997, which includes net proceeds
from the sale of the Swenson Property in the amount of $50.00 per Unit.  On
or about April 3, 1998, the Partnership will pay a special cash distribution
to Limited Partners from the net proceeds from the sale of Stevens Creek in
the amount of $261.45 per Unit to Unitholders of record as of April 1, 1998.
Further details regarding cash distributions are incorporated herein by
reference to the section entitled "Message to Investors" contained in
the Partnership's Annual Report to Unitholders for the year ended December
31, 1997 filed as an exhibit under Item 14.

Results of Operations

1997 versus 1996
The Partnership's operations for the year ended December 31, 1997 resulted
in net income of $1,693,288 compared with $259,629 for the year ended
December 31, 1996.  The increase is primarily attributable to the
$1,336,788 gain recognized in 1997 on the sale of the Swenson Property.
Income before gain on sale of real estate was $356,500 for the year ended
December 31, 1997.  The increase is primarily due to a decrease in
depreciation expense, which was partially offset by higher property
operating and general and administrative expenses, and lower rental income.

Rental income totaled $3,144,174 for the year ended December 31, 1997,
compared with $3,390,655 in 1996.  The decrease is primarily due to lower
occupancy at 959 Ridgeway Office Building and the sale of the Swenson
Property.  Other income totaled $339,357 for the year ended December 31,
1997, compared with $403,298 for the year ended December 31, 1996.  The
decrease is primarily attributable to lower tenant reimbursable income at
959 Ridgeway, in addition to reimbursements for capital improvements
completed at 889 Ridgelake.

Property operating expenses totaled $1,915,443 for the year ended December
31, 1997, compared to $1,706,859 for the year ended December 31, 1996.  The
increase primarily reflects roof repairs, carpeting and other non-
capitalizable improvements performed at the Stevens Creek Property in 1997.
Depreciation and amortization decreased to $563,501 for the year ended
December 31, 1997 from $1,240,363 a year earlier, largely due to the
reclassification of the Swenson A and Stevens Creek Properties as "Real
estate assets held for disposition."  Additionally, certain tenant
improvements at 959 Ridgeway and 889 Ridgelake became fully depreciated in
1997.

General and administrative expenses for the year ended December 31, 1997,
totaled $253,729 compared with $185,101 for the 1996 period.  During 1997,
certain expenses incurred by QP80 Real Estate Services Inc. and its
affiliates in servicing the Partnership, which were voluntarily absorbed by
affiliates of QP80 Real Estate Services, Inc. in prior periods, were
reimbursable to QP80 Real Estate Services, Inc. and its affiliates.  Higher
legal expenses resulting from the sale of the Swenson property also
contributed to the increase.  Further details regarding general and
administrative expenses are incorporated herein by reference to Note 7
"Transactions with Related Parties" of Notes to the Consolidated Financial
Statements contained in the Partnership's Annual Report to Unitholders for
the year ended December 31, 1997 filed as an exhibit under Item 14.

As of December 31, 1997, lease levels at each of the Properties were as
follows: Stevens Creek Office Building - 92%; 959 Ridgeway Office Building
- 63%; and 889 Ridgelake Office Building - 100%.

Results of Operations

1996 versus 1995
The Partnership's operations for the year ended December 31, 1996 resulted
in net income of $259,629 compared with $2,291,800 for the year ended
December 31, 1995.  The decrease is primarily attributable to the
$1,870,743 gain recognized in 1995 on the sale of Diamond Springs.  Income
before gain on sale of real estate for the year ended December 31, 1996 was
$259,629 compared to $421,057 for the year ended December 31, 1995.  The
decrease is due primarily to lower interest and other income.

Rental income totaled $3,390,655 for the year ended December 31, 1996,
compared with $3,488,485 a year earlier.  The decrease is primarily due to
lower occupancy at 959 Ridgeway Office Building and the sale of Diamond
Springs.  Other income totaled $403,298 for the year ended December 31,
1996, compared with $580,687 for the year ended December 31, 1995.
The decrease is primarily attributable to lower tenant reimbursable income
at all of the Properties and the sale of Diamond Springs Warehouse in 1995.
Interest income decreased to $19,441 for the year ended December 31, 1996
compared to $75,844 for the year ended December 31, 1995, reflecting the
Partnership's lower average cash balances.

Property operating expenses totaled $1,706,859 for the year ended December
31, 1996, relatively unchanged from $1,651,942 for the year ended December
31, 1995.  Depreciation and amortization decreased to $1,240,363 for the year
ended December 31, 1996 from $1,432,461 for the year ended December 31, 1995,
largely due to tenant improvements totaling $757,990 at Stevens Creek Office
Building becoming fully depreciated in 1995.

General and administrative expenses totaled $185,101 for the year ended
December 31, 1996 compared with $206,419 for the year ended December 31, 1995.
The decrease is primarily attributable to the payment in 1996 of 1995
distributions to the coventurers of Stevens Creek Boulevard Joint Venture.

As of December 31, 1996, lease levels at each of the Properties were as
follows: Swenson Business Park-Building A - 100%; 959 Ridgeway Office
Building - 11%; Stevens Creek Office Building - 100% and 889 Ridgelake
Office Building - 100%.

Item 8. Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended December 31, 1997, which is filed as an exhibit under
Item 14.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

                               PART III

Item 10. Directors and Executive Officers of the Registrant

The General Partners of the Partnership are QP80 Real Estate Services Inc.
("QP80 Services"), formerly Hutton Real Estate Services, Inc., an affiliate
of Lehman Brothers Inc. ("Lehman"), and HS Advisors, Ltd. an affiliate of
Goodman Segar Hogan, Inc.  See the section captioned "Certain Matters
Involving Affiliates of QP80 Services" for a description of the sale of
certain of Shearson Lehman Brothers, Inc. ("Shearson") domestic retail and
asset management businesses to Smith Barney, Harris Upham & Co. Incorporated,
which resulted in a change in the Lehman General Partner's name.  Brief
descriptions of the business experience of the directors and officers of the
General Partners are provided below.  There is no family relationship among
any of the persons currently serving as directors or officers of the General
Partners.

QP80 Real Estate Services Inc.

Certain officers and directors of the general partner are now serving (or
in the past have served) as officers or directors of entities which act as
general partners of a number of real estate limited partnerships which have
sought protection under the provisions of the Federal Bankruptcy Code.  The
partnerships which have filed bankruptcy petitions own real estate which has
been adversely affected by the economic conditions in the markets in which
that real estate is located and, consequently, the partnerships sought the
protection of the bankruptcy laws to protect the partnerships' assets from
loss through foreclosure.

            Name                     Office
            Rocco F. Andriola        Director
            Jeffrey C. Carter        Director and President
            Michael T. Marron        Vice President and Chief Financial Officer

Rocco F. Andriola, 39, is a Managing Director of Lehman Brothers in its
Diversified Asset Group and has held such position since October 1996.
Since joining Lehman in 1986, Mr. Andriola has been involved in a wide
range of restructuring and asset management activities involving real
estate and other direct investment transactions.  From June 1991 through
September 1996, Mr. Andriola held the position of Senior Vice President in
Lehman's Diversified Asset Group.  From June 1989 through May 1991, Mr.
Andriola held the position of First Vice President in Lehman's Capital
Preservation and Restructuring Group.  From 1986 to 1989, Mr. Andriola
served as a Vice President in the Corporate Transactions Group of Shearson
Lehman Brothers' office of the general counsel.  Prior to joining Lehman,
Mr. Andriola practiced corporate and securities law at Donovan Leisure
Newton & Irvine in New York.  Mr. Andriola received a B.A. from Fordham
University, a J.D. from New York University School of Law, and an LL.M in
Corporate Law from New York University's Graduate School of Law.

Jeffrey C. Carter, 52, is a Senior Vice President of Lehman Brothers in the
Diversified Asset Group.  Mr. Carter joined Lehman Brothers in September
1988.  From 1972 to 1988, Mr. Carter held various positions with
Helmsley-Spear Hospitality Services, Inc. and Stephen W. Brener Associates,
Inc. including Director of Consulting Services at both firms. From 1982
through 1987, Mr. Carter was President of Keystone Hospitality Services, an
independent hotel consulting and brokerage company.  Mr. Carter received
his B.S. degree in Hotel Administration from Cornell University and an
M.B.A. degree from Columbia University.

Michael T. Marron, 34, is a Vice President of Lehman Brothers and has been
a member of the Diversified Asset Group since 1990 where he has actively
managed and restructured a diverse portfolio of syndicated limited
partnerships.  Prior to joining Lehman Brothers, Mr. Marron was associated
with Peat Marwick Mitchell & Co. serving in both its audit and tax
divisions from 1985 to 1989.  Mr. Marron received a B.S. degree from the
State University of New York at Albany and an M.B.A. degree from Columbia
University and is a Certified Public Accountant.

HS Advisors, Ltd.

HS Advisors, Ltd. is a California limited partnership formed on May 20, 1980,
the sole general partner of which is Hogan Stanton Investment, Inc.
("HS Inc."),a wholly-owned subsidiary of Goodman Segar Hogan, Inc.  The names
and ages of, as well as the positions held by, the directors and executive
officers of HS Inc. are as set forth below.  There are no family relationships
between or among any officer and any other officer or director.

      Name                Office
      Mark P. Mikuta      President
      Jerry L. Moore      Executive Vice President
      Julie R. Adie       Vice President, Treasurer and Secretary

Mark P. Mikuta, 44, is President of Goodman Segar Hogan, Inc. and is
Controller of Dominion Capital, Inc., a wholly-owned subsidiary of Dominion
Resources.  Mr. Mikuta joined Dominion Resources in 1987.  Prior to joining
Dominion Resources, he was an internal auditor with Virginia Commonwealth
University in Richmond, Virginia from 1980 - 1987 and an accountant with
Coopers & Lybrand from 1977 - 1980.  Mr. Mikuta earned a bachelor of
science degree in accounting from the University of Richmond in 1977.  He
is a Certified Public Accountant (CPA) and Certified Financial Planner
(CFP) in the state of Virginia and a member of the American Institute of
Certified Public Accountants.

Jerry L. Moore, 48, is Chief Executive Officer of Goodman Segar Hogan
Hoffler, L.P. ("GSHH").  GSHH currently has over 325 employees and offices
in Washington, D.C., Richmond, Norfolk, Newport News, Raleigh/Durham and
Atlanta.  Mr. Moore is responsible for management of existing operations of
the company and is charged with building GSHH's presence in existing and
new markets.  Prior to GSHH, Mr. Moore was Senior Vice President of
Dominion Land Management Co., the real estate development unit of Dominion
Capital, Inc.  Dominion Capital is a wholly owned subsidiary of Dominion
Resources, Inc.  Mr. Moore received a B.A. degree from Austin College in
1971.  He is a member of the Urban Land Institute Small Scale Development
Council; is on the Executive Committee of GVA North Alliance; and is on the
Board of Directors of the Hampton Roads Economic Development Alliance.

Julie R. Adie, 43, is a Vice President, Secretary and Treasurer of Goodman
Segar Hogan, Inc. and Senior Vice President of Goodman Segar Hogan Hoffler,
L.P. ("GSHH").  She is responsible for investment management of a
commercial real estate portfolio for the company's Asset Management
Division.  Prior to GSHH, Ms. Adie was an asset manager with Aetna Real
Estate Investors from 1986 to 1988.  Ms. Adie practiced as an attorney from
1978 through 1984 and is currently a member of the Virginia Bar Association.
She holds a B.A. degree from Duke University, a Juris Doctor from the
University of Virginia and an M.B.A. from Dartmouth College.

Certain Matters Involving Affiliates of QP80 Real Estate Services Inc.

On July 31, 1993, Shearson sold certain of its domestic retail brokerage
and asset management businesses to Smith Barney, Harris Upham & Co.
Incorporated ("Smith Barney").  Subsequent to the sale, Shearson changed
its name to Lehman Brothers Inc.  The transaction did not affect the
ownership of the Partnership's General Partner.  However, the assets
acquired by Smith Barney included the name "Hutton."  Consequently, Hutton
Real Estate Services, Inc., a General Partner, changed its name to QP80
Real Estate Services Inc.  Additionally, effective August 3, 1995, the
Partnership changed its name to Qualified Properties 80, L.P., to delete
any reference to "Hutton."

On August 1, 1993, GSH transferred all of its leasing, management and sales
operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited
partnership ("GSHH").  On that date, the leasing, management and sales
operations of a portfolio of properties owned by the principals of
Armada/Hoffler ("HK") were also obtained by GSHH.  The General Partner of
GSHH is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH
Inc."), which has a one percent interest in GSHH.  The stockholders of GSHH
Inc. are GSH with a sixty-two percent stock interest and H.K. Associates,
L.P., an affiliate of HK, with a thirty-eight percent stock interest.  The
remaining interests in GSHH are limited partnership interests owned by GSH,
HK and 23 employees of GSHH.  The transaction did not affect the ownership
of the General Partners.

Item 11. Executive Compensation

Neither of the General Partners nor any of their directors and officers
received any compensation from the Partnership.  See Item 13 "Certain
Relationships and Related Transactions" below with respect to a description
of certain transactions of the General Partners and their affiliates with
the Partnership.

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Beneficial Owners

As of December 31, 1997, one party was known by the Partnership to be the
beneficial owner of more than five percent of the Units of the Partnership.
The owner, First Trust Company, L.P., owns a total of 3,932 units or 7.67%
of the Units in one account.  First Trust's address is 1211 Sixth Avenue,
29th Floor, New York, New York 10036.

(b) Security Ownership of Management

The General Partners own 200 Units (134 by QP80 Services and 66 by HS
Advisors), as required by the terms of the offering described in the
Prospectus of Partnership, dated October 10, 1980 (the "Prospectus")
contained in Amendment No. 2 to Registration Statement No. 2-67908 of
Partnership, filed October 10, 1980.

(c)      Changes in Control

None.

Item 13. Certain Relationships and Related Transactions

(a)Transactions with Management and Others.
   Effective as of January 1, 1997, the Partnership began reimbursing
   certain expenses incurred by QP80 Services and its affiliates in
   servicing the Partnership to the extent permitted by the Partnership
   agreement.  In prior years, affiliates of QP80 Services had voluntarily
   absorbed these expenses.  Disclosure relating to amounts paid to the
   General Partners or their affiliates during the past three years is
   incorporated herein by reference to Note 7 "Transactions with Related
   Parties" of Notes to the Consolidated Financial Statements contained in
   the Partnership's Annual Report to Unitholders for the year ended
   December 31, 1997 filed as an exhibit under Item 14.

(b)Certain Business Relationships.  There have been no business
   transactions between any of the Directors and the Partnership.

(c)Indebtedness of Management.  No management person is indebted in any
   amount to the Partnership.



                               PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)   Financial Statements:

         Report of Independent Auditors                                   (1)

         Consolidated Balance Sheets - At December 31, 1997 and 1996      (1)

         Consolidated Statements of Partners' Capital (Deficit) -
         For the years ended December 31, 1997, 1996 and 1995             (1)

         Consolidated Statements of Operations - For the years ended
         December 31, 1997, 1996 and 1995                                 (1)

         Consolidated Statements of Cash Flows - For the years ended
         December 31, 1997, 1996 and 1995                                 (1)

         Notes to the Consolidated Financial Statements                   (1)

(1) Incorporated by reference to the Partnership's Annual Report
    to Unitholders for the year ended December 31, 1997, which is
    filed as an exhibit under Item 14.

(a)(2)   Financial Statement Schedules

         Schedule III - Real Estate and Accumulated Depreciation          F-1

         No other schedules are presented because the information is not
         applicable or is included in the consolidated financial statements
         or notes thereto.

(a)(3)   See Exhibit Index contained herein.

(b)      Reports on Form 8-K filed in the fourth quarter of 1997:

         No reports on Form 8-K were filed during the three months ended
         December 31, 1997.

         On February 17, 1998, the Partnership filed a Form 8-K reporting
         the sale of the Stevens Creek Property.

(c)      See Exhibit Index contained herein.


                            EXHIBIT INDEX

Exhibit No.

(4)(A)  Certificate and Agreement of Limited Partnership (included as,
        and incorporated by reference to, Exhibit A to the Prospectus of
        Registrant dated October 10, 1980 (the "Prospectus"), contained in
        Amendment No. 2 to Registration Statement (the "1980 Registration
        Statement"), No. 2-67908, of Registrant filed October 10, 1980).

   (B)  Subscription Agreement and Signature Page (included as, and
        incorporated by reference to, Exhibit B to the Prospectus).

   (C)  First Amendment to Certificate and Agreement of Limited Partnership
        of the Registrant, dated February 23, 1981 (included as, and
        incorporated by reference to, Exhibit 4(C) to the Registrant's
        Annual Report on Form 10-K filed March 31, 1982 (the "1981 Annual
        Report")).

   (D)  Third Amendment to Certificate and Agreement of Limited Partnership
        of the Registrant, dated January 28, 1982 (included as, and
        incorporated by reference to, Exhibit 4(D) to the 1981 Annual
        Report).

(10)(A) Purchase Agreement relating to Diamond Springs Warehouse Facility,
        between Hutton Real Estate Services I, Inc. and CPI Associates VII,
        and the exhibits thereto (included as, and incorporated by reference
        to, Exhibit 12(C) to the 1980 Registration Statement).

    (B) Permanent loan commitment, as amended, relating to Stevens Creek Office
        Building, between Hutton Real Estate Services I, Inc. and CPI
        Associates VII, and the exhibits thereto (included as, and
        incorporated by reference to Exhibit 10 to the Registrant's Current
        Report (the "1982 Current Report") on Form 8-K filed May 17, 1982,
        and incorporated herein by reference).

    (C) Purchase Agreement relating to UMIC Office Building, between UMIC
        Securities Corporation and 959 Ridgeway Associates, Ltd., and the
        exhibits thereto (included as, and incorporated by reference to,
        Exhibit 10(C) to the 1982 Annual Report).

    (D) Purchase Agreement relating to the Ridgeway Office Building, between
        the Registrant and 889 Ridge Lake Boulevard Partnership, First
        Amendment to Purchase Agreement, and the exhibits thereto (included as,
        and incorporated by reference to, Exhibit 10 to the 1982 Current
        Report).

    (E) Funding Commitment relating to the Swenson Business Park - Building A,
        between the Registrant and Carl N. Swenson Company, Inc., and the
        exhibits thereto (included as, and incorporated by reference to,
        Exhibit 10(E) to the Annual Report).

   (13) Registrant's Annual Report to Unitholders for the year ended
        December 31, 1997.

   (23) Consent of Independent Auditors.

   (27) Financial Data Schedule.

   (28) Portions of Prospectus of Registrant dated October 10, 1980 (included
        as, and incorporated by reference to, Exhibit (28) to the Registrant's
        Annual Report on Form 10-K filed March 30, 1988.)



                           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.



                         QUALIFIED PROPERTIES 80, L.P.



Date: March 30, 1998       BY:  HS Advisors, Ltd.
                                General Partner

                           BY:  Hogan Stanton, Inc.
                                General Partner



                           BY:         /s/Mark P. Mikuta
                           Name:       Mark P. Mikuta
                           Title:      President



Date: March 30, 1998       BY:  QP80 Real Estate Services Inc.
                                General Partner



                           BY:       /s/Jeffrey C. Carter
                           Name:     Jeffrey C. Carter
                           Title:    Director and President




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 in the capabilities and on the dates indicated.



                         QP80 REAL ESTATE SERVICES INC.
                         A General Partner



Date: March 30, 1998
                         BY:    /s/Rocco F. Andriola
                                Rocco F. Andriola
                                Director



Date: March 30, 1998
                         BY:    /s/Jeffrey C. Carter
                                Jeffrey C. Carter
                                Director and President



Date: March 30, 1998
                         BY:    /s/Michael T. Marron
                                Michael T. Marron
                                Vice President and
                                Chief Financial Officer







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 in the capabilities and on the dates indicated.



                         HS ADVISORS, LTD.
                         A General Partner



Date: March 30, 1998
                         BY:      /s/Mark P. Mikuta
                                  Mark P. Mikuta
                                  President of Hogan Stanton
                                  Investment, Inc., as general
                                  partner of HS Advisors, Ltd.



Date: March 30, 1998
                         BY:      /s/Jerry L. Moore
                                  Jerry L. Moore
                                  Executive Vice President
                                  Hogan Stanton Investment, Inc.,
                                  as general partner of
                                  HS Advisors, Ltd.



Date: March 30, 1998
                         BY:      /s/Julie R. Adie
                                  Julie R. Adie
                                  Vice President, Treasurer and Secretary of
                                  Hogan Stanton Investments, Inc.
                                  as general partner of HS Advisors, Ltd.