Exhibit (13)
                                
                         Qualified Properties 80, L.P.
                                
                       1996 Annual Report to Unitholders





                         Qualified Properties 80, L.P.

Qualified Properties 80, L.P., is a limited partnership formed in 1981 to
acquire, operate and hold for investment commercial real estate.  The
Partnership's properties are a commercial office building and a combined
office/research and development facility located in San Jose, California, and
two commercial office buildings located in Memphis, Tennessee.  Provided below
is a comparison of lease levels at the properties as of December 31, 1996 and
1995.

                                                    Percentage Leased
Property                            Location         1996       1995
--------                            --------         ----       ----
Swenson Business Park - Building A  San Jose, CA     100%       100%
Stevens Creek Office Building       San Jose, CA     100%       100%
959 Ridgeway Office Building        Memphis, TN       11%       100%
889 Ridgelake Office Building       Memphis, TN      100%        98%



     
     
         Administrative Inquiries        Performance Inquiries/Form 10-Ks
         Address Changes/Transfers       First Data Investor Services Group
         Service Data Corporation        P.O. Box 1527
         2424 South 130th Circle         Boston, Massachusetts 02104-1527
         Omaha, Nebraska 68144-2596      Attn:  Financial Communications
         800-223-3464                    800-223-3464




                              Message to Investors
                           --------------------------

We are pleased to present the 1996 Annual Report for Qualified Properties 80,
L.P. (the "Partnership").  Included in this report is a review of national
market conditions, an update of Partnership operations, and financial
highlights for the year. Please refer to the Property Profiles & Leasing Update
section of this report for additional information regarding local market
conditions for each of the Partnership's properties, as well as their operating
performance and lease levels at December 31, 1996.

Overview
--------
The commercial office market continued to recover throughout the year,
particularly in the suburban office sector.  Suburban office vacancy rates
declined to approximately 11% at year-end 1996 versus approximately 15% a year
earlier.  Overall, demand for office space continues to increase, bringing
about continually lower vacancy rates and, in many regions of the country,
enabling property owners to raise rental rates. Accordingly, the availability
of financing for investment in this sector has also improved.  Conditions in
the markets where the Partnership's properties are located mirrored those in
the national market, and three of the Partnership's four properties were 100%
leased at year-end 1996.

In view of these ongoing improvements in the real estate and capital markets,
we believe that the current favorable market environment may present
opportunities to sell the Partnership's properties.  As a result, the General
Partners have recently engaged brokers to assist in marketing for sale two of
the Partnership's four properties, Swenson Business Park - Building A and
Stevens Creek Office Building.  However, there can be no assurance that the
Partnership's current marketing efforts will result in a sale of either
property.

Occupancy at 959 Ridgeway Office Building declined to 11% at December 31, 1996,
as three of the property's four tenants vacated their spaces during the year as
their leases expired. However, as previously noted, this property represents a
relatively small percentage of the Partnership's overall square footage, and as
such, it is not anticipated that this vacancy will materially affect the
Partnership's revenues.  The General Partners are aggressively marketing the
property's vacant space.

Cash Distributions
------------------
The Partnership paid cash distributions from operations to Limited Partners
totaling $35.20 per Unit for the year ended December 31, 1996, including a
fourth quarter cash distribution of $6.50 per Unit that was either credited to
your brokerage account or sent directly to you on February 11, 1997.  Since
inception, the Partnership has paid total cash distributions of $497.80 per
original $500 Unit, including $114 per Unit in return of capital payments which
have reduced the Unit size from $500 to $386.  The timing and amount of future
cash distributions will be determined quarterly and will depend on the adequacy
of the Partnership's cash flow and cash reserve requirements.  Additionally, in
the event that one or more of the Partnership's properties are sold, the
General Partners expect that the cash distributions will be reduced to reflect
the corresponding reduction in the Partnership's cash flow.

                Cash Distributions Per Limited Partnership Unit
                -----------------------------------------------
          First      Second     Third    Fourth
         Quarter     Quarter   Quarter   Quarter     Total
         -------     -------   -------   -------    -------
1995     $ 5.25      $59.25(1)  $6.50     $6.50     $77.50
1996     $15.70(2)   $ 6.50     $6.50     $6.50     $35.20

1 - Includes  $54 in return of capital resulting from  the  sale  of Diamond
    Springs Warehouse.
2 - Includes a special cash distribution of $9.20 per Unit paid on March 29,
    1996.


General Information
-------------------
As you are probably aware, several third parties have commenced partial tender
offers to purchase units of the Partnership at prices which are substantially
below the Partnership's Net Asset Value.  In response to these offers, we have
recommended that limited partners reject these offers because they do not
reflect the underlying value of the Partnership's assets.  According to
published industry sources, most investors who hold units of limited
partnerships similar to the Partnership have rejected these types of tender
offers due to their inadequacy.  Please be assured that if any additional
tender offers are made for your units, we will make every effort to provide you
with our position regarding those offers on a timely basis.

Summary
-------
In the coming year, we intend to focus on marketing for sale Swenson Business
Park - Building A and Stevens Creek Office Building, and on leasing up the
vacant space at 959 Ridgeway Office Building.  Additionally, we will focus on
renewing any leases which are scheduled to expire in the coming year so as to
further improve the properties' marketability and appeal.  We will keep you
apprised of significant developments affecting your investment in future
reports.

Very truly yours,

QP80 Real Estate Services Inc.     Hogan Stanton Investment, Inc.
General Partner                    General Partner of HS Advisors,
Ltd.

/s/Kenneth L. Zakin                /s/Mark P. Mikuta

Kenneth L. Zakin                   Mark P. Mikuta
President                          President

March 24, 1997



                       Property Profiles & Leasing Update
                       ----------------------------------

                              SAN JOSE PROPERTIES
                                
Market Update - The continued expansion of the high-technology and
biotechnology industry contributed to the Silicon Valley's stable population
growth and low unemployment rate during the year, making the region one of the
strongest in the United States.  The demand for space within the area's
research and development sector continued to increase throughout 1996, leading
to a decline in vacancy rates at year- end 1996 to approximately 3.1% from
approximately 4.9% one year earlier.  The San Jose market, located within the
Silicon Valley, benefited from this increased demand as economic conditions in
the area remained very strong.  Vacancy rates for research and development
space in San Jose fell to 3.2% as of the fourth quarter of 1996, from 4.8% for
the corresponding period in 1995. The area also experienced an increase in
rental rates throughout the year, which has contributed to significant
increases in the values of most properties.  To capitalize on these strong
market conditions and stabilized operations at both of the San Jose properties,
we have commenced marketing both of the properties for sale.  However, there
can be no assurance that the current marketing efforts will result in a sale of
the properties.


SWENSON BUSINESS PARK-BUILDING A  San Jose, California
Swenson Building A is a 26,907 square foot research and development facility
situated within a 65-acre business park which is located just north of central
San Jose in California. The property provides an attractive location for many
high technology companies due to its easy access to the San Jose Airport and
Interstate 880.

Leasing Update - As of December 31, 1996, the property remained 100% leased to
two high-technology tenants.  One tenant occupies 13,829 square feet or
approximately 52% of the property's leasable space pursuant to a lease
scheduled to expire in January 2003.  The other tenant occupies the remaining
13,078 square feet or 48% of the property's leasable area pursuant to a lease
scheduled to expire in February 1998.  Neither of the leases generated rental
revenues of 10% or more of the Partnership's 1996 consolidated rental income.

STEVENS CREEK OFFICE BUILDING  San Jose, California
Located between Interstate 280, Lawrence Expressway and Stevens Creek Boulevard
in the Cupertino submarket of San Jose, Stevens Creek Office Building is a
84,916 square foot, class-A office building commonly referred to as the
"Triangle Building" due to its unique three-sided design.  This location
provides the facility with high visibility and easy access to downtown San
Jose.

Leasing Update - During 1996, three tenants leasing a total of 11,452 square
feet, pursuant to leases scheduled to expire in February and December 1996,
renewed their leases for four, seven and three years, respectively.  Another
tenant, leasing 20,069 square feet, who's lease was scheduled to expire in May
1997, also renewed its space for an additional five years.  As a result, the
property remained 100% leased at year-end 1996.  One tenant generated rental
income of $677,328 or approximately 20% of the Partnership's consolidated
rental revenues in 1996.  No leases are scheduled to expire in 1997.

                                
                                
                               MEMPHIS PROPERTIES
                                
Market Update - The metropolitan Memphis office market continued its gradual
recovery during 1996.  The 1996 year-end vacancy rate declined to approximately
13%, compared with approximately 15% at year-end 1995.  The East Memphis
submarket, which accounts for approximately 45% of the total office inventory
in metropolitan Memphis, also improved during 1996.  As of year-end 1996, East
Memphis had a vacancy rate for office space of approximately 6%, compared with
approximately 8% at year-end 1995.  Reflecting this trend, rental rates
continued to increase modestly during the year


959 RIDGEWAY OFFICE BUILDING  Memphis, Tennessee
The 959 Ridgeway Office Building is a two-story brick and glass office building
containing 29,330 square feet of leasable area, and is situated in a
fourteen-building office park.  The property is located in Ridgeway Center in
the East Memphis submarket of Memphis.

Leasing Update - At December 31, 1996 the property was 11% leased.  As
previously reported, the leases with four tenants occupying 100% of the
property expired during 1996.  One tenant, leasing 3,236 square feet or 11% of
the property's space, pursuant to a lease scheduled to expire on March 31,
1996, executed a five-year lease renewal.  However, the other three tenants
vacated their spaces upon the expiration of their respective leases.  The
General Partners are aggressively marketing the property's vacant space.  As
this property constitutes a relatively small percentage of the Partnership's
overall square footage, it is not anticipated that these expirations will
materially affect the Partnership's revenues. In light of the property's large
amount of vacant space, the General Partners currently do not anticipate
marketing it for sale until its occupancy has substantially improved.

889 RIDGELAKE OFFICE BUILDING  Memphis, Tennessee
Located in Ridgeway Center in close proximity to the 959 Ridgeway Office
Building, the 889 Ridgelake Office Building is a three- story office building
which contains 93,413 square feet of leasable area.

Leasing Update - During the year, one tenant expanded its space by an
additional 1,755 square feet to lease a total of 52,126 square feet.  As a
result, the property was 100% leased at December 31, 1996 compared with 98% at
December 31, 1995.  A tenant leasing 9,656 square feet, pursuant to a lease
originally scheduled to expire in February 1997, renewed its lease for two
years.  None of the property's leases is scheduled to expire in 1997.

One tenant, which leases 52,126 square feet or approximately 56% of the
property's leasable space pursuant to a lease scheduled to expire in December
2000, generated rental income in 1996 totaling $717,713 or approximately 21% of
the Partnership's consolidated rental revenue.


                              Financial Highlights
                              --------------------

For The Years Ended December 31,
(dollars in thousands except per Unit data)

                                  1996      1995      1994      1993      1992
Total income                   $ 3,813   $ 4,145   $ 4,359   $ 3,894   $ 3,419
Net income (loss)                  260     2,292       475       (55)     (122)
Net income (loss) per Unit        4.57     44.08      8.99     (1.04)    (2.33)
Net cash from operations         1,392     1,417     1,916     1,485       990
Total assets                    15,759    17,328    19,267    20,303    21,336
Mortgage note payable            4,019     4,098     4,170     4,235     4,293
Cash distributions per
 Limited Partnership Unit       $35.20(2) $77.50(1) $28.00    $22.00    $16.00

(1) Includes  $54 in return of capital resulting from  the  sale  of Diamond
    Springs Warehouse.
(2) Includes a special cash distribution of $9.20 per Unit paid on March 29,
    1996.

The above selected financial data should be read in conjunction with the
consolidated financial statements and related notes included in this report.

- Total income and net cash from operations decreased primarily due to the
  Partnership's lower rental income resulting from lower occupancy at 959
  Ridgeway Office Building and the sale of Diamond Springs Warehouse, as well
  as lower other income resulting from lower tenant reimbursable income at all
  of the Partnership's properties.

- The decrease in net income in 1996 is primarily attributable to the
  recognition of the $1,870,743 gain on the sale of Diamond Springs Warehouse
  in 1995.

Consolidated Balance Sheets
                                              At December 31,   At December 31,
                                                        1996              1995
Assets
Real estate, at cost:
 Land                                            $ 1,348,365       $ 3,642,847
 Buildings and improvements                       10,908,774        21,780,615
                                                  12,257,139        25,423,462
 Less accumulated depreciation                    (6,341,461)      (10,186,201)
                                                   5,915,678        15,237,261

Real estate assets held for disposition            8,335,010                -
Cash and cash equivalents                            383,531        1,062,602
Restricted cash                                      187,237          115,521
Prepaid expenses, net of accumulated amortization
 of $279,881 in 1996 and $409,161 in 1995            500,469          456,924
Rent and other receivables                             1,877           31,458
Deferred rent receivable                             435,608          423,953
  Total Assets                                   $15,759,410      $17,327,719

Liabilities and Partners' Capital (Deficit)
Liabilities:
 Accounts payable and accrued expenses           $   265,809      $   185,215
 Prepaid rent                                         15,212                -
 Due to affiliates                                     9,211            8,069
 Security deposits payable                            68,288           68,288
 Distribution payable                                339,817          339,817
 Mortgage note payable                             4,018,893        4,098,403
  Total Liabilities                                4,717,230        4,699,792
Minority interest                                     20,383           25,519

Partners' Capital (Deficit):
 General Partners                                   (134,356)        (123,029)
 Limited Partners (51,234 units outstanding)      11,156,153       12,725,437
  Total Partners' Capital                         11,021,797       12,602,408
  Total Liabilities and Partners' Capital        $15,759,410      $17,327,719


Consolidated Statement of Partners' Capital (Deficit)
For the years ended December 31, 1996, 1995 and 1994
                                    General         Limited
                                    Partners        Partners          Total
                                    --------      ----------     ----------
Balance at December 31, 1993       $ (89,428)    $15,411,534    $15,322,106
Net income                            14,874         460,473        475,347
Distributions                        (29,276)     (1,434,417)    (1,463,693)
                                    --------      ----------     ----------
Balance at December 31, 1994        (103,830)     14,437,590     14,333,760
Net income                            33,317       2,258,483      2,291,800
Distributions                        (52,516)     (3,970,636)    (4,023,152)
                                    --------      ----------     ----------
Balance at December 31, 1995        (123,029)     12,725,437     12,602,408
Net income                            25,476         234,153        259,629
Distributions                        (36,803)     (1,803,437)    (1,840,240)
                                    --------      ----------     ----------
Balance at December 31, 1996       $(134,356)    $11,156,153    $11,021,797
                                    ========      ==========     ==========


Consolidated Statements of Operations
For the years ended December 31,                1996         1995         1994
Income
-----------                                ---------    ---------    ---------
Rental                                    $3,390,655   $3,488,485   $3,736,211
Other                                        403,298      580,687      569,373
Interest                                      19,441       75,844       52,955
  Total Income                             3,813,394    4,145,016    4,358,539

Expenses
Property operating                         1,706,859    1,651,942    1,755,374
Depreciation and amortization              1,240,363    1,432,461    1,536,864
Interest                                     426,578      434,471      441,580
Bad debt                                           -            -       13,507
General and administrative                   185,101      206,419      137,539
  Total Expenses                           3,558,901    3,725,293    3,884,864

Income before minority interest and
 gain on sale of real estate                 254,493      419,723      473,675
Minority interest                              5,136        1,334        1,672
Income before gain on sale of real estate    259,629      421,057      475,347
Gain on sale of real estate                        -    1,870,743            -
  Net Income                              $  259,629   $2,291,800   $  475,347

Net Income Allocated:
To the General Partners                   $   25,476   $   33,317   $   14,874
To the Limited Partners                      234,153    2,258,483      460,473
                                          $  259,629   $2,291,800   $  475,347
Per limited partnership unit
(51,234 outstanding)                           $4.57       $44.08        $8.99


Consolidated Statements of Cash Flows
For the years ended December 31,                1996         1995         1994
Cash Flows From Operating Activities:
Net income                                $  259,629   $2,291,800   $  475,347
Adjustments to reconcile net income to net cash
provided by operating activities:
 Depreciation                              1,138,181    1,275,580    1,406,634
 Amortization                                102,182      156,881      130,230
 Gain on sale of real estate                       -   (1,870,743)           -
 Minority interest in loss of
 consolidated venture                         (5,136)      (1,334)      (1,672)
 Increase (decrease) in cash arising from changes
 in operating assets and liabilities:
  Restricted cash                            (71,716)     (24,631)     (37,728)
  Prepaid expenses                          (145,727)    (279,685)     (72,498)
  Rent and other receivables                  29,581       70,431           68
  Deferred rent receivable                   (11,655)     (92,592)      (3,451)
  Accounts payable and accrued expenses       80,594      (85,368)      24,534
  Prepaid rent                                15,212            -            -
  Due to affiliates                            1,142        4,869       (3,397)
  Security deposits payable                        -      (28,192)      (2,474)
Net cash provided by operating activities  1,392,287    1,417,016    1,915,593
Cash Flows From Investing Activities:
Proceeds from sale of real estate                  -    2,978,654            -
Additions to real estate                    (151,608)    (680,193)    (607,547)
Net cash provided by (used for)
  investing activities                      (151,608)   2,298,461     (607,547)
Cash Flows From Financing Activities:
Cash distributions                        (1,840,240)  (4,049,292)  (1,463,693)
Principal payments on mortgage note payable  (79,510)     (71,593)     (64,508)
Net cash used for financing activities    (1,919,750)  (4,120,885)  (1,528,201)
Net decrease in cash and cash equivalents    (679,071)   (405,408)    (220,155)
Cash and cash equivalents,
  beginning of year                         1,062,602   1,468,010    1,688,165
Cash and cash equivalents, end of year     $  383,531  $1,062,602   $1,468,010

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest     $  426,578  $  434,471   $  441,580

Supplemental Disclosure of Non-Cash Investing Activities:
Write off of fully depreciated
tenant improvements                        $  789,514  $  310,659   $  647,260


Notes to the Consolidated Financial Statements
December 31, 1996, 1995 and 1994

1. Organization
Qualified Properties 80, L.P. (the "Partnership") was organized as a Limited
Partnership under the laws of the Commonwealth of Virginia pursuant to a
Certificate and Agreement of Limited Partnership dated and filed January 13,
1981 (the "Partnership Agreement").  The Partnership was formed for the purpose
of investing in and operating certain types of commercial real estate.  The
General Partners of the Partnership are QP80 Real Estate Services Inc. ("QP80
Services"), which is an affiliate of Lehman Brothers Inc. (see below) and HS
Advisors, Ltd. ("HS Advisors"), which is an affiliate of Goodman Segar Hogan,
Inc. ("GSH").  The Partnership will continue until December 31, 2010, unless
sooner terminated in accordance with the terms of the Partnership Agreement.

On July 31, 1993, Shearson Lehman Brothers Inc. 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 Lehman
Brothers Inc. changed its name to Lehman Brothers Inc.  The transaction did not
affect the ownership of the General Partners.  However, the assets acquired by
Smith Barney included the name "Hutton."  Consequently, effective October 22,
1993, Hutton Real Estate Services, Inc., a general partner, changed its name to
QP80 Real Estate Services Inc., and effective August 3, 1995, Hutton/GSH
Qualified Properties 80, L.P. changed its name to Qualified Properties 80, L.P.
to delete any reference to "Hutton."

On the 1st day of August, 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
ninety-nine percent interests in GSHH are limited partnership interests owned
fifty percent by GSH and forty-nine percent by HK.  The transaction did not
affect the ownership of the General Partners.

On March 15, 1996, based upon, among other things, the advice of legal counsel,
Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a resolution
that states, among other things, if a Change of Control (as defined below)
occurs, the General Partners may distribute the Partnership's cash balances not
required for its ordinary course day-to-day operations.  "Change of Control"
means any purchase or offer to purchase more than 10% of the Units that is not
approved in advance by the General Partners.  In determining the amount of the
distribution, the General Partners may take into account all material factors.
In addition, the Partnership will not be obligated to make any distribution to
any partner and no partner will be entitled to receive any distribution until
the General Partners have declared the distribution and established a record
date and distribution date for the distribution.

2. Significant Accounting Policies

Consolidation - The consolidated financial statements include the accounts of
the Partnership and its ventures, 889 Ridge Lake Boulevard Partnership, Alpha
Building Associates Joint Venture ("Swenson Business Park") and 5300 Stevens
Creek Boulevard Joint Venture.  Intercompany accounts and transactions between
the Partnership and the ventures are eliminated in consolidation.

Real Estate Investments - Real estate investments, which consist of commercial
buildings, are recorded at cost less accumulated depreciation.  Cost includes
the initial purchase price of the property plus closing costs, acquisition and
legal fees, other miscellaneous acquisition costs and capital improvements.

Depreciation - is computed using the straight-line method based upon the
estimated useful lives of the respective depreciable properties with the
exception of tenant improvements which are depreciated over the terms of the
respective leases.

Real Estate Assets Held for Disposition - Real estate assets held for
disposition are carried at the lower of carrying value or fair market value
less costs to sell.  During the fourth quarter of 1996, Swenson Building Park -
Building A and Stevens Creek Office Building real estate assets were
reclassified as held for disposition and are no longer depreciated.  No
adjustments to carrying value resulted from the reclassification.

Leases - Leases are accounted for as operating leases.  Leasing commissions are
amortized over the term of the respective leases and are included in prepaid
expenses, net of accumulated amortization.

Deferred rent receivable - Deferred rent receivable consists of rental income
which is recognized on a straight-line basis over the term of the respective
leases but will not be received until later periods as a result of rental
concessions.

Accounting for Impairment - In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("FAS 121"), which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount.  FAS 121 also addresses the accounting
for long-lived assets that are expected to be disposed of.  The Partnership
adopted FAS 121 during the fourth fiscal quarter of 1995.

Fair Value of Financial Instruments Statement of Financial Accounting Standards
No. 107, "Disclosures about Fair Value of Financial Instruments" ("FAS 107"),
requires that the Partnership disclose the estimated fair values of its
financial instruments. Fair values generally represent estimates of amounts at
which a financial instrument could be exchanged between willing parties in a
current transaction other than in forced liquidation.

Fair value estimates are subjective and are dependent on a number of
significant assumptions based on management's judgement regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors.  In addition, FAS 107 allows
a wide range of valuation techniques, therefore, comparisons between entities,
however similar, may be difficult.

Cash and Cash Equivalents - Cash and cash equivalents consist of short-term
highly liquid investments which have maturities of three months or less from
the date of purchase.  The carrying value approximates fair value because of
the short maturity of these instruments.

Restricted Cash - Restricted cash primarily represents cash held in connection
with future real estate tax payments.

Income Taxes - No provision for income taxes has been made in the consolidated
financial statements of the Partnership since such taxes are the responsibility
of the individual partners rather than of the Partnership.

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 amount 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.

Reclassifications - Certain prior year amounts have been reclassified in order
to conform to the current year's presentation.

3. Partnership Agreement
The Partnership Agreement provides that the net cash from operations, as
defined, for each fiscal year will be distributed on a quarterly basis 98% to
the Limited Partners and 2% to the General Partners until each Limited Partner
has received an 8% annual return.  Remaining net cash from operations, if any,
will be distributed to the General Partners until they have received 10% of the
aggregate net cash from operations distributed to all partners.  Thereafter,
any net cash from operations will be distributed 90% to the Limited Partners
and 10% to the General Partners.  Net proceeds from sales or refinancings shall
be distributed 99% to the Limited Partners and 1% to the General Partners until
each Limited Partner has received an amount equal to his adjusted capital
investment, as defined, and a 9% cumulative annual return thereon, reduced by
any net cash from operations actually distributed to such Limited Partner.  The
balance of net proceeds will be distributed 85% to the Limited Partners and 15%
to the General Partners.

Losses for any fiscal year shall be allocated 98% to the Limited Partners and
2% to the General Partners.  Income for any fiscal year and all gain from sales
will be allocated to the General Partners in an amount equal to the net cash
from operations distributed or distributable to the General Partners for such
year, less 1% of the amount of net cash from operations that exceeds taxable
income for such year, if any, and the balance shall be allocated to the Limited
Partners, in accordance with their unit ownership.  If net cash from operations
is not distributed or distributable to the General Partners, any income of the
Partnership for such year will be allocated 99% to the Limited Partners and 1%
to the General Partners.

Upon the dissolution of the Partnership, the General Partners shall contribute
to the capital of the Partnership, an amount not to exceed 1% of the total
capital contributions made by all the Partners less any prior capital
contributions made by the General Partners, in order to restore the negative
capital accounts of the General Partners.  In no event shall the General
Partners be obligated to contribute an amount in excess of any negative balance
in their respective capital accounts.

4. Real Estate Investments
Real estate investments consist of four commercial office buildings acquired,
directly or indirectly, by the Partnership. The purchase price amounts exclude
acquisition fees and other closing costs.

                    Square                     Date                   Purchase
Property Name         Feet    Location     Acquired     Ownership        Price
-------------       ------    --------     --------     ---------     --------
959 Ridgeway        29,170    Memphis,      3/11/81     Fee         $1,707,125
Office Building               Tennessee                 Simple

889 Ridgelake       94,823    Memphis,      2/01/82     General     $8,062,500
Office Building               Tennessee                 Partnership

Swenson Business    26,907    San Jose,     4/06/84     Joint       $2,250,000
Park - Building A             California                Venture

Stevens Creek       84,916    San Jose,     6/01/87     Joint       $8,500,000
Office Building               California                Venture

Diamond Springs Warehouse was sold on March 1, 1995 for a sale price, plus
non-refundable extension fees, totaling $3.195 million.  Of the $3.195 million,
$70,000 related to escrowed deposits applied to extension fees as a result of
the multiple extensions granted by the Partnership during sale negotiations.
During the fourth quarter of 1994, $60,000 of such deposits were recognized as
other income and the remaining $10,000 was recognized as other income in the
first quarter of 1995.  The gain on disposition of the property totaled
$1,870,743.

The General Partner is currently marketing Swenson Business Park - Building A
and Stevens Creek Office Building for sale and expects that a sale will be
completed during the second half of 1997.  Accordingly, the properties have
been reclassified on the Consolidated Balance Sheet as "Real estate assets held
for disposition".  For the year ended December 31, 1996  Swenson Business Park
- Building A had a loss from operations totaling approximately $9,700.  For the
year ended December 31, 1996, Stevens Creek Office Building had income from
operations totaling approximately $573,000.

The partnership agreement for 889 Ridgelake Boulevard Partnership provides that
all losses, income, net cash from operations and net proceeds from a sale or
refinancing will be allocated 95% to the Partnership and 5% to the coventurer.

The Joint Venture agreement for Swenson Business Park substantially provides
that:

i.   Net cash from operations will be distributed 100% to the Partnership until
     it has received an annual, noncumulative 12% return on its adjusted
     capital value, as defined.  Any remaining net cash from operations will be
     distributed 50% to the Partnership and 50% to the coventurer.

ii.  Net proceeds from a sale or refinancing of the property will be
     distributed 100% to the Partnership until it has received 120% of its
     capital value, as defined.  Any remaining net proceeds will be distributed
     60% to the Partnership and 40% to the coventurer.

iii. Losses will be allocated 100% to the Partnership.  Income will be
     allocated in substantially the same manner as net cash from operations.

The Joint Venture agreement for 5300 Stevens Creek Boulevard, which owns the
Stevens Creek Office Building, substantially provides that:

i.   Net cash from operations will first be distributed 100% to the Partnership
     until it has received an annual, noncumulative 10 3/8% return on its
     capital contribution, as defined.  Secondly, net cash from operations will
     be distributed to the coventurers until they have received an annual
     amount of $207,500.  Any remaining net cash from operations will be
     distributed 50% to the Partnership and 50% to the coventurers.

ii.  Net proceeds from a sale or refinancing will be distributed 100% to the
     Partnership until it has received 120.8% of its capital contribution and a
     cumulative return of 10 3/8% on its capital contribution as reduced by any
     prior distributions.  The next $2,000,000 of net proceeds will be
     distributed to the coventurers.  Any remaining net proceeds will be
     distributed 50% to the Partnership and 50% to the coventurers.

iii. Depreciation will be allocated 40% to the Partnership and 60% to the
     coventurers.  Income will be allocated in substantially the same manner as
     net cash from operations. Losses will be allocated 50% to the Partnership
     and 50% to the coventurers.

5. Mortgage Note Payable
The mortgage note payable is collateralized by a first deed of trust on the 889
Ridgelake Office Building and is payable in monthly installments of $42,174
including interest at 10-1/2% through 2014.  Annual maturities of the mortgage
note principal over the next five years are:
                 
                 Year                   Amount
                 ----                ---------
                 1997               $   88,272
                 1998                   98,000
                 1999                  108,800
                 2000                  120,790
                 2001                  134,102
                 Thereafter          3,468,929
                 Total              $4,018,893

Based on the borrowing rates currently available to the Partnership for
mortgage loans with similar terms and average maturities, the fair value of
long-term debt approximates carrying value.


6. Rental Income Under Operating Leases
Future minimum rental income to be received on noncancellable operating leases,
as of December 31, 1996 is as follows:
                 
                 Year                   Amount
                 ----                ---------
                 1997              $ 3,060,601
                 1998                2,815,370
                 1999                2,602,230
                 2000                2,548,886
                 2001                1,397,136
                 Thereafter            216,907
                 Total             $12,641,130

Generally, leases are for periods of 3 to 6 years and allow for increases in
certain property operating expenses to be passed on to the tenants.

Two tenants at two of the Partnership's properties generated rental revenue in
excess of 10% of the Partnership's 1996, 1995 and 1994 consolidated rental
revenues. The rental income derived from these leases in 1996 was $717,713 and
$677,328, respectively, or 21% and 20% of the Partnership's consolidated rental
income.  The rental income derived from these leases in 1995 was $711,374 and
$677,328, respectively, or 20% and 19% of the Partnership's consolidated rental
income.  In 1994, rental income from these leases was $702,202 and $669,500,
respectively, or 19% and 18% of the Partnership's 1994 consolidated rental
income.  The leases are scheduled to expire on December 31, 2000 and July 31,
2001, respectively.  As of December 31, 1996, both tenants are current in their
rent payments.

7. Transactions with Related Parties
The following is a summary of reimbursable amounts for out-of- pocket expenses
and property management fees earned by the General Partners which are recorded
in property operating and general and administrative expense during the years
ended December 31, 1996, 1995 and 1994:

                                               1996       1995       1994
Reimbursement of out-of-pocket expenses     $ 2,757    $ 3,487    $ 3,582
Property management fees                     37,979     34,875     36,539
                                            $40,736    $38,362    $40,121

At December 31, 1996 and 1995, $6,920 and $7,145 were payable to the General
Partners, respectively.

8. Reconciliation of Net Income to Taxable Income
Taxable income exceeded net income reported in the financial statements by
$263,337, $970,710, and $190,076 for the years ended December 31, 1996, 1995
and 1994, respectively.  These variances are due to approximately $550,000 of
rental concessions granted in 1988 and differences in the tax basis versus the
financial statement basis of the buildings and improvements and different
methods of recognizing depreciation expense. The Partnership uses accelerated
methods for recognizing depreciation for tax purposes and the straight-line
method for financial statement purposes.  In addition, rental income is
recognized when received or receivable for tax purposes and on a straight-line
basis for financial statement purposes.


                         Report of Independent Auditors
                         ------------------------------


General and Limited Partners
Qualified Properties 80, L.P.
   and Consolidated Ventures

We have audited the consolidated balance sheets of Qualified Properties 80,
L.P. and Consolidated Ventures as of December 31, 1996 and 1995, and the
related consolidated statements of operations, partners' capital (deficit) and
cash flows for each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Qualified Properties 80, L.P. and Consolidated Ventures as of December 31, 1996
and 1995, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.


                               ERNST & YOUNG LLP

Boston, Massachusetts
January 23, 1997



             Comparison of Acquisition Costs to Appraised Value and
                                Determination of
         Net Asset Value Per $386 Unit at December 31, 1996 (Unaudited)
         -------------------------------------------------------------
                                     Date of     Acquisition     1996 Appraised
Property                         Acquisition        Cost (1)          Value (2)
959 Ridgeway                        03-11-81     $ 1,815,517        $ 1,800,000
Stevens Creek                       04-14-82       8,907,693         10,900,000
889 Ridgelake (3)                   02-01-82       3,802,102          4,181,107
Swenson Business Park - Building A  04-06-84       2,180,000          2,500,000
                                                 $16,705,312        $19,381,107

Cash and cash equivalents                                               383,531
Restricted cash                                                         187,237
Rent and other receivables                                                1,877
Prepaid expenses                                                         46,528
                                                                     20,000,280
Less:
  Total liabilities - net of mortgage note payable                     (698,337)

Partnership Net Asset Value (4)                                     $19,301,943

Net Asset Value Allocated:
  Limited Partners                                                  $19,108,924
  General Partners                                                      193,019
                                                                    $19,301,943
Net Asset Value Per Unit
  (51,234 units outstanding)                                            $372.97

(1)  Purchase price plus General Partners' acquisition fees.

(2)  This represents the Partnership's share of the December 31, 1996 Appraised
     Values which were determined by an independent property appraisal firm.
     The Partnership's share of the December 31, 1996 Appraised Value takes
     into account the allocation provisions of the joint venture agreements
     governing the distribution of sales proceeds for 889 Ridgelake, Swenson
     Business Park - Building A, and Stevens Creek.

(3)  The Acquisition Cost and Partnership's share of the December 31, 1996
     Appraised Values are net of the outstanding mortgage loan balances at the
     time of acquisition and at December 31, 1996, respectively.

(4)  Based on the 1996 Appraised Values of the Properties by an independent
     appraiser and the remaining assets and liabilities of the Partnership at
     December 31, 1996, the actual Net Asset Value of each unit is $372.97. The
     Net Asset Value represents the amount each Limited Partner would receive
     if the Properties were sold at their current appraised values and net
     proceeds were distributed in the liquidation of the Partnership.  Real
     Estate brokerage commissions and other costs associated with selling the
     Partnership's properties are not determinable at this time and as such are
     not included in the calculation.  Since the Partnership would incur these
     expenses in the sale of its Properties cash available for the distribution
     to the Partners would be less than the Net Asset Value.  The current
     market value of the Units may differ substantially from their Net Asset
     Value.

Limited Partners should note that appraisals are only estimates of current
value and actual values realizable upon sale may be significantly different.  A
significant factor in establishing an appraised value is the actual selling
price for properties which the appraiser believes are comparable.  In addition,
the appraised value does not reflect the actual costs which would be incurred
in selling the properties.  As a result of these factors and the illiquid
nature of an investment in Units of the Partnership, the variation between the
appraised value of the Partnership's properties and the price at which Units of
the Partnership could be sold may be significant.  Fiduciaries of Limited
Partners which are subject to ERISA or other provisions of law requiring
valuations of Units should consider all relevant factors, including, but not
limited to Net Asset Value per Unit, in determining the fair market value of
the investment in the Partnership for such purposes.