18

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

                              FORM 10-Q

 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                      and Exchange Act of 1934



              For The Quarter Ended September 30, 1999
                   Commission File Number 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 of                  I.R.S. Employer
organization                                   Identification No.

1130 Iron Point Road, Suite 170, Folsom, California 95630
(Address of Principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:  (916)353-0500


Former name, former address and former fiscal year, if changed since
last year:

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



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.

Yes    X       No

<TABLE>
PART 1 - FINANCIAL INFORMATION

      Capital  Builders  Development
                Properties
  (A  California  Limited  Partnership)

             BALANCE  SHEETS

                                            September     December
                                               30,           31,
                                               1999         1998
<S>                                            <C>           <C>
ASSETS
  Cash and cash equivalents                    $22,613      $17,206
  Restricted cash                               25,650    - - - - -
  Accounts receivable, net                      69,519       68,742
  Investment property, held for sale at
    September 30, 1999 at carrying value,
    which is less than net realizable
    value, net of accumulated depreciation
    and amortization of $1,470,519 and
    $1,404,343 at September 30, 1999 and
    December 31, 1998, respectively          4,016,211    3,727,709

  Lease commissions, net of accumulated
    amortization of $107,412 and $99,899
    at September 30, 1999, and December
    31, 1998, respectively                      76,708       34,260

  Other assets, net of accumulated
    amortization of $67,725 and
    $43,372 at September 30, 1999, and
    December 31, 1998, respectively             81,040       53,389

          Total assets                      $4,291,741   $3,901,306

LIABILITIES AND PARTNERS' (DEFICIT) EQUITY
  Notes payable                             $3,847,782   $3,574,944
  Loan payable to affiliate                     87,280       24,000
  Accounts payable and accrued
    liabilities                                365,757       87,929
  Tenant deposits                               43,359       29,043

          Total liabilities                 $4,344,178   $3,715,916

  Commitments and contingencies
  Partners' (Deficit) Equity:
    General partner                           (58,348)     (55,970)
    Limited partners                             5,911      241,360

          Total partners' (deficit) equity   ($52,437)     $185,390

    Total liabilities and
       partner's (deficit) equity           $4,291,741   $3,901,306

See accompanying notes to the financial statements.

</TABLE>

<TABLE>
   Capital  Builders
Development  Properties
(A  California  Limited
      Partnership)

     STATEMENTS  OF
       OPERATIONS
THREE  AND  NINE  MONTHS
 ENDED  SEPTEMBER  30,

<CAPTION>
                                 1999                    1998
                           Three        Nine       Three      Nine
                           Months      Months     Months     Months
                           Ended       Ended       Ended      Ended
<S>                         <C>         <C>         <C>        <C>
Revenues
  Rental and other
income                     $153,801   $403,144    $166,667    $516,465
  Interest income               164      1,086         105          265

     Total revenues         153,965    404,230     166,772      516,730

Expenses
  Operating expenses         35,258     102,308      39,692      117,817
  Repairs and
maintenance                  18,248     63,392      20,216      61,327
  Property taxes             18,768     45,282      13,807       42,105
 Interest                    98,926    266,323      85,482      253,199
  General and
administrative               19,038     66,711      19,477      69,184
  Depreciation and
amortization                 10,329     98,041      55,627      170,867

     Total expenses         200,567    642,057     234,301      714,499

Net loss                   (46,602)  (237,827)    (67,529)    (197,769)

Allocated to general
partners                      (466)    (2,378)       (675)     (1,977)

Allocated to limited
partners                  ($46,136)  ($235,449)   ($66,854)  ($195,792)

Net loss per limited
   partnership unit         ($3.35)   ($17.08)     ($4.85)     ($14.20)

Average units
outstanding                  13,787     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  CASH
         FLOWS
THREE  AND  NINE  MONTHS
 ENDED  SEPTEMBER  30,
<CAPTION>
                            1999                  1998
                           Three        Nine      Three       Nine
                           Months      Months    Months      Months
                           Ended       Ended      Ended       Ended
<S>                         <C>         <C>        <C>         <C>
Cash flows from
operating activities:
  Net loss                ($46,602)  ($237,827)  ($67,529)  ($197,769)
  Adjustments to
reconcile net loss to
cash flows used in
operating activities:
  Depreciation and
amortization                 10,329     98,041     55,627     170,867
  Changes in assets and
liabilities
    (Increase)/Decrease
in accounts receivable      (8,589)      (777)    (5,874)       2,033
    Increase in leasing
commissions                 (8,087)   (49,961)    (1,092)     (1,092)
    (Increase)/Decrease
in other assets             (3,786)    (4,887)      1,598       3,260
    Increase in accounts
payable and accrued
liabilities                  79,645     92,153     24,464       1,912
    Increase/(Decrease)
in tenant deposits            3,378     14,316      1,104     (9,594)

     Net cash provided
     by/(used in)
     operating
     activities              26,288   (88,942)      8,298    (30,383)

Cash flows from
investing activities:
  Improvements to         (135,256)  (169,003)    - - - -     (1,587)
investment properties

     Net cash used in
     investing
     activities           (135,256)  (169,003)    - - - -     (1,587)

Cash flows from
financing activities:
  Payments on notes &
loan payables             (300,625)  (321,179)    (9,721)   (208,506)
  Proceeds from notes &
loan payables               461,993    657,297    - - - -     290,000
  Payment of loan fees     (35,532)   (47,116)    - - - -    (13,098)

     Net cash provided
     by/(used in
     financing
     activities             125,836    289,002    (9,721)      68,396

Net Increase/(Decrease)
in cash                      16,868     31,057    (1,423)      36,426

Cash, beginning of
period                       31,395     17,206     40,159       2,310

Cash, end of period         $48,263    $48,263    $38,736     $38,736

Supplemental Disclosure:

  Cash paid for interest    $98,926   $266,323    $85,482    $253,199

  Non cash and financing
  activity:
     Capital
Improvements financed
through accounts payable
and accrued liabilities    $185,675   $185,675    - - - -     - - - -

See accompanying notes to the financial statements.

</TABLE>

               Capital Builders Development Properties
                 (A California Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER  30, 1999


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.

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.

Effective  January 1999, the Partnership adopted 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.   The
adoption  of  SOP  98-1  did  not  have  a  material  impact  on  the
Partnership's financial statements.

Effective  January 1999, the Partnership adopted 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.
The  adoption  did  not have a material impact on  the  Partnership's
financial statements.

Investment Properties

On   July  1,  1999,  the  Partnership's  investment  property   was
reclassified  as  a  long-lived asset  to  be  disposed  of  and  is
currently listed for sale.  Assets to be disposed of are reported at
the  lower of the carrying amount or fair value less cost  to  sell.
Subsequent  revisions in estimates of fair value less cost  to  sell
are  reported  as adjustments to the carrying amount, provided  that
the  carrying  amount  does not exceed the initial  carrying  amount
before  an adjustment was made to reflect the decision to  sell  the
asset.   As  of  July  1, 1999, the fair value of the  Partnership's
investment property less cost to sell exceeded the carrying  amount.
Therefore, no adjustment was made to the carrying amount.

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.   Due to the Partnership's investment  property
being  reclassified  as  a  long lived  asset  to  be  disposed  of,
depreciation was not recorded during the third quarter of 1999.

Other Assets

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

Lease Commissions

Lease  commissions  are no longer amortized over the  related  lease
terms  due to being an intangible directly related to the investment
property.

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 per Limited Partnership Unit

The  net loss per Limited Partnership unit is computed based on  the
weighted  average  number of units outstanding  during  the  quarter
ended September 30 of 13,787 in 1999 and 1998.

Statement of Cash Flows

For  purposes  of  the  statements 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 - LIQUIDITY

In  November  1998,  one of the investment property'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.

The loss of this tenant has had a significant negative impact on the
Partnership's cash flow.  During and subsequent to the quarter ended
September  30, 1999, Management was successful in re-leasing  11,628
square feet of office space and 7,020 of industrial space which also
had   become  vacant  during  1998.  Additionally,  Management   was
successful in leasing 6,424 square feet of the 9,424 square foot pad
building.  The pad building is currently under construction, with an
anticipated completion date of December 1999.

The  additional lease up of Plaza de Oro's existing Phase I and  new
Phase  II pad building has increased the project's overall occupancy
to  85%.   This  additional lease-up has improved the  Partnership's
ability to meet current year obligations, but additional leasing  is
still required to fully meet its obligations.

During 1999, Management secured a $150,000 interim loan to fund 1999
lease-up costs and a portion of operating expenses in excess of cash
provided  by operations.  Additionally, the General Partner provided
an  affiliate  loan to cover additional operating expenses.   During
the  quarter  ended  September 30, 1999,  Management  also  obtained
construction  loans  totaling $1,313,000 to  cover  the  development
costs of Phase II's 9,424 square foot pad building.

Due  to  the property approaching a stabilized occupancy, Management
listed  the property for sale with an independent brokerage firm  on
July  1, 1999.  The estimated sales proceeds are projected to be  in
excess  of  current obligations, but there are no offers pending  or
guaranteed sales price.

NOTE 3 - 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 remaining  fees  would  not  be
payable  based  on  the current listing price of the  assets  to  be
disposed of.

The  total management fees paid to the Managing General Partner were
$-0-  and  $7,960 for the nine months ended September 30,  1999  and
1998,  respectively,  while  total  reimbursement  of  expenses  was
$67,584  and  $63,162,  respectively.  The Partnership  has  accrued
$63,354 of management fees and cost reimbursements as of the  period
ended September 30, 1999.

NOTE 4 - INVESTMENT PROPERTIES

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

                                  September 30, December 31,
                                     1999            1998
Land                               $1,353,177     $1,353,177
Building and Improvements           3,571,089      3,289,420
Tenant Improvements                   562,464        489,455
Investment properties, at cost      5,486,730      5,132,052

Less: accumulated depreciation
        and amortization          (1,470,519)    (1,404,343)

     Investment property, net      $4,016,211     $3,727,709

NOTE 5 - LOAN PAYABLE TO AFFILIATE

The  loan  payable  at  September 30, 1999  and  December  31,  1998
represents funds advanced to the Partnership from Capital  Builders,
Inc. (General Partner).  These funds were utilized to cover negative
cash flow from operations.  The loan bears interest at approximately
the  same  rate  charged to the Partnership  by  a  bank  for  other
borrowings (9.25% as of September 1999) and is payable upon demand.

NOTE 6 - NOTES PAYABLE

Notes Payable consist of the following at:

                                             Sept. 30,     Dec. 31,
                                                1999         1998
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.    $3,253,766   $3,284,944

Land  loan of $290,000 due May  1,  1999,
which  had been extended to September  1,
1999.   The  note required interest  only
payments  and beared interest  at  12.5%.
The  note  was secured by Plaza de  Oro's
separately parceled Phase II land.                - 0 -      290,000

Construction  loan  in  the   amount   of
$1,123,000,  which  accrues  interest  at
Prime +1% (Prime as of September 30, 1999
is  8.25%)  and is due August  19,  2000.
Interest   accrues   monthly    on    the
outstanding  balance  of  the  cumulative
construction  loan draws.  This  loan  is
secured by a First Deed of Trust on Phase
II   land   and  improvements,   and   is
guaranteed by the General Partner.             $254,016        - 0 -

A  construction  loan in  the  amount  of
$190,000  due  March 1, 2001.   The  note
requires interest only payments and bears
interest at 13.5%.  The note is a  Second
Deed  of  Trust  on  Phase  II  land  and
improvements.  A restricted cash  reserve
balance  is maintained to service monthly
payments  until October  31,  2000.   The
restricted  cash balance as of  September
30, 1999 is $25,650.                           $190,000        - 0 -

Interim     tenant    improvement/leasing
commission loan of $150,000 due March  1,
2000.   The  note requires interest  only
payments and bears interest at 15%.   The
note is secured by a Second Deed Of Trust
on  Plaza  de  Oro's  Phase  I  land  and
improvements.                                   150,000      - - - -

Total Notes Payable                          $3,847,782   $3,574,944

Scheduled principal payments during 1999, 2000, 2001, and  2002  are
$265,005, $386,236, $50,699, and $3,145,842, respectively.

NOTE 7 - 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                       $481,985
                    2000                        552,411
                    2001                        505,290
                    2002                        226,915
                    Thereafter                   56,100
                    Total                    $1,822,701

NOTE 8 - 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
are as follows:
                       September 30, 1999       December 31, 1998
                      Carrying   Estimated     Carrying   Estimated
                        Amount  Fair Value       Amount  Fair Value
Liabilities:
Loan payable
  to affiliate         $87,280     $87,280      $24,000     $24,000
Note payable        $3,253,766  $3,253,766   $3,284,944  $3,284,944
Note payable           - - - -     - - - -     $290,000    $290,000
Note payable          $254,016    $254,016      - - - -     - - - -
Note payable          $190,000    $190,000      - - - -     - - - -
Note Payable          $150,000    $150,000      - - - -     - - - -

NOTE 9 - COMMITMENTS AND CONTINGENCIES

The  Partnership  has entered into contracts with Brown  Construction
(General Contractor) to develop Plaza de Oro's Phase II pad building.
The  total  contract amount is $603,780, of which $185,675  has  been
incurred as of September 30, 1999.

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 10 - PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

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 as amended is
effective for all fiscal quarters of fiscal years beginning after
June 15, 2000.  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.


ITEM 2.   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 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 were assessed
to  determine the Year 2000 impact and what actions were 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 during the fourth 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 were sent in April, 1999.
Responses  received to date indicate all parties expect  to  be  Year
2000 ready prior to December 31, 1999.  A second letter has been sent
to those parties who did not respond to the first letter.

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  nine months ended September 30, 1999, a net increase  in
cash  of  $31,057 was recognized by the Partnership.   This  was  the
result  of  net cash provided by financing in the amount of $289,002,
which  was  offset by negative cash flow from operations of  $88,942,
net  cash used for Phase I tenant improvements ($48,755) and net cash
used for Phase II building improvements ($120,248).

The negative cash flow from operations is primarily the result of the
project's  vacant space and the leasing commissions paid  during  the
second and third quarters to lease up a portion of its vacant space.

In  order  to temporarily solve the Partnership's cash flow  problem,
Management  obtained  a 10 month, $150,000 interim  loan  during  the
second  quarter 1999.  This loan has allowed the Partnership  to  pay
for Phase I lease-up costs and 1999 operating deficits.

For the period ended and subsequent to September 30, 1999, Management
was  successful  in re-leasing 11,628 square feet  of  office  space,
7,020  square feet of industrial space, and 6,424 square feet of  the
pad  building, which is currently under construction.  This lease  up
will  continue to decrease future net losses from operations, but  it
is  still necessary for the property to continue to lease up in order
for the Partnership to meet its current obligations.

During  the  third quarter 1999, Management began the development  of
the  remaining  pad with a 9,424 square foot office/retail  building.
Lease  terms  for  this building have been finalized  with  a  tenant
requiring  approximately  6,424  square  feet.   Construction   loans
totaling $1,313,000 have also been obtained during the third  quarter
of  1999.  The initial proceeds from these loans were used to pay off
the  $290,000  Phase  II land loan and paid the  initial  development
costs  of  the Phase II building.  The remaining proceeds  should  be
sufficient  to pay for the remaining construction and lease-up  costs
for the Phase II pad building.

Plaza  de Oro's Phase I and Phase II were listed for sale on July  1,
1999  with  an  independent brokerage firm.   The  project's  current
asking price less costs to sell is in excess of the carrying value of
the  property and the Partnership's current obligations.   Presently,
there  are  no  pending offers or identified buyers;  therefore,  the
final sales prices cannot be determined at this time.

Results of Operations

During  the  nine  months ended September 30,  1999  as  compared  to
September  30,  1998, the Partnership's total revenues  decreased  by
$112,500  (21.8%), while its expenses decreased by  $72,442  (10.1%),
all resulting in an increase in net loss of $40,058.

The  decrease in revenues is primarily due to one of Plaza  de  Oro's
major  office  tenants, who had occupied 12,052 square  feet,  filing
Chapter 11 Bankruptcy during the fourth quarter of 1998.

Total expenses decreased for the nine months ended September 30, 1999
as compared to September 30, 1998, due to the net effect of:
a)  $15,509  (13.2%)  decrease in operating  expenses  due  to  lower
management fees and utility costs associated with vacant space during
1999;
b)  $13,124  (5.2%) increase in interest costs due to the  additional
funds  borrowed for operating deficits and the Phase II  construction
loans; and
c)   $72,826   (42.6%)  decrease  in  depreciation  and  amortization
primarily  due to depreciation no longer being taken as of the  third
quarter 1999, as the Partnership's property has been reclassified  as
a  long  lived  asset to be disposed of.  Additionally, fewer  tenant
improvements were in place during 1999 as compared to 1998.

During  the  third quarter ended September 30, 1999  as  compared  to
September  30,  1998,  revenues decreased by  $12,807  (7.7%),  while
expenses  decreased by $33,734 (14.4%).  The decrease in  revenue  is
due  to  the  major office tenant filing for Bankruptcy as previously
discussed.

Total  expenses decreased for the third quarter ended  September  30,
1999 as compared to September 30, 1998 due to the net effect of:
a)  $4,434  (11.2%)  decrease  in operating  expenses  due  to  lower
management fees and utility costs associated with vacant space during
1999;
b) $13,444 (15.7%) increase in interest costs due to additional funds
borrowed for operating deficits and the Phase II construction  loans;
and
c)  $45,298  (81.4%) decrease in depreciation due to depreciation  no
longer taken for long live assets to be disposed of.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE 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
note instrument consists of a loan payable to affiliate in the amount
of $87,280.



                     PART II - OTHER INFORMATION

Item 1         -    Legal Proceeding
                         The Partnership is not a party to, nor is
               the Partnership's property the subject of, any
               material pending legal proceedings.

Item 2    -    Not applicable

Item 3    -    Not applicable

Item 4    -    Not applicable

Item 5    -    Not applicable

Item 6    -    Exhibits and Reports on Form 8-K

          (a)  Exhibits - None
          (b)  Reports on Form 8-K - None


                             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of  1934,
the  registrant  has dully caused this report to  be  signed  on  its
behalf by the undersigned, hereunto dully authorized.

                              CAPITAL BUILDERS DEVELOPMENT PROPERTIES
                              a California Limited Partnership

                              By:  Capital Builders, Inc.
                              Its Corporate General Partner


Date:  November 10, 1999      By:
                                   Michael J. Metzger
                                   President


Date:  November 10, 1999      By:
                                   Kenneth L. Buckler
                                   Chief Financial Officer