15

                            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 March 31, 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.

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


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


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



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 I - FINANCIAL INFORMATION                                     
                                                                   
     Capital  Builders  Development
               Properties
 (A  California  Limited  Partnership)
                                                             
            BALANCE  SHEETS
<CAPTION>                                                          
                                           March 31,   December 31,
                                             1999          1998
<S>                                          <C>           <C>
ASSETS                                                             
  Cash and cash equivalents                   $4,540        $17,206
  Accounts receivable, net                    69,303         68,742
  Investment property, at cost,                                    
    net of accumulated depreciation                                
    and amortization of $1,437,436                                 
    and $1,404,343 at March 31,                                    
   1999 and December 31, 1998,                                     
    respectively                           3,694,616      3,727,709
                                                                   
  Lease commissions, net of accumulated                            
    amortization of $103,208 and $99,899                           
    at March 31, 1999, and December 31,                            
    1998, respectively                        40,455         34,260
                                                                   
  Other assets, net of accumulated                                 
    amortization of $50,575 and                                    
    $43,372 at March 31, 1999, and                                 
    December 31, 1998, respectively           47,819         53,389
                                                                   
           Total assets                   $3,856,733     $3,901,306
                                                                   
LIABILITIES AND PARTNERS' EQUITY                                   
  Notes payable                           $3,564,777     $3,574,944
  Loan payable to affiliate                   51,892         24,000
  Accounts payable and accrued                                     
    liabilities                              145,163         87,929
  Tenant deposits                             29,617         29,043
                                                                   
           Total liabilities              $3,791,449     $3,715,916
                                                                   
  Commitments and contingencies                                    
  Partners' Equity:                                                
    General partner                         (57,171)       (55,970)
    Limited partners                         122,455        241,360
                                                                   
           Total partners' equity            $65,284       $185,390
                                                                   
           Total liabilities and                                   
               partner's equity           $ 3,856,733     $3,901,306
                                                                   
See accompanying notes to the financial statements.                
                                                                   
</TABLE>

<TABLE>
   Capital  Builders  Development
             Properties
(A  California  Limited  Partnership)
                                                                   
     STATEMENTS  OF  OPERATIONS
  THREE  MONTHS  ENDED  MARCH  31,
                                                             
<CAPTION>                                                    
                                           1999            1998
<S>                                         <C>            <C>
Revenues                                                           
  Rental and other income                   $116,456       $172,363
  Interest income                                547             49
                                                                   
     Total revenues                          117,003        172,412
                                                                   
Expenses                                                           
  Operating expenses                          34,493         35,692
  Repairs and maintenance                     30,664         19,028
  Property taxes                              14,795         14,185
 Interest                                     85,036         81,364
  General and administrative                  28,513         30,736
  Depreciation and amortization               43,608         55,597
                                                                   
     Total expenses                          237,109        236,602
                                                                   
Net loss                                   (120,106)       (64,190)
                                                                   
Allocated to general partners                (1,201)          (642)
                                                                   
Allocated to limited partners             ($118,905)      ($63,548)
                                                                   
Net loss per limited partnership unit        ($8.62)        ($4.61)
                                                                   
Average units outstanding                     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  MONTHS  ENDED  MARCH  31,
                                                             
<CAPTION>                                                    
                                              1999         1998
<S>                                            <C>         <C>
Cash flows from operating activities:                               
  Net loss                                  ($120,106)     ($64,190)
  Adjustments to reconcile net loss                                 
     to cash flow (used in)/provided                                
     by operating activities:                                       
  Depreciation and amortization                 43,608        55,597
  Changes in assets and liabilities                                 
    Increase in accounts receivable              (561)       (5,772)
    Increase in leasing commissions            (9,505)         - - -
    (Increase)/Decrease in other assets        (1,635)            51
    Increase in accounts                                            
      payable and accrued liabilities           57,234        28,962
    Increase/(Decrease) in tenant                  574       (3,064)
deposits
                                                                    
           Net cash (used in)/provided by                           
             operating activities             (30,391)        11,584
                                                                    
Cash flows from investing activities:                               
  Improvements to investment properties          - - -       (1,587)
                                                                    
           Net cash used in investing            - - -       (1,587)
                                                                    
Cash flows from financing activities:                               
  Payments on notes payable                   (10,167)       (9,284)
  Proceeds on loans payable to affiliate        27,892        - - -
                                                                    
           Net cash provided by/(used in)                           
             financing activities               17,725       (9,284)
                                                                    
Net (Decrease)/Increase in cash               (12,666)           713
                                                                    
Cash, beginning of period                       17,206         2,310
                                                                    
Cash, end of period                             $4,540        $3,023
                                                                    
See accompanying notes to the financial statements.                  
                                                                    
</TABLE>
               Capital Builders Development Properties
                 (A California Limited Partnership)
                                  
                                  
                    NOTES TO FINANCIAL STATEMENTS
                           MARCH 31, 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.

During  1998,  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.

During 1998, 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

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

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

Other Assets

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

Lease Commissions

Lease commissions are being amortized over the related lease terms.

Income Taxes

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

Revenue Recognition

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

Net (Loss) Income per Limited Partnership Unit

The net (loss) income per Limited Partnership unit is computed based
on  the weighted average number of units outstanding during the year
of 13,787 in 1999 and 1998.

Statement of Cash Flows

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

Use of Estimates

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

NOTE 2 - LIQUIDITY

In  November  1998,  one  of Plaza de Oro's  major  office  tenants,
occupying  12,052  square  feet, filed  Chapter  11  Bankruptcy  and
vacated  its  suites.  Although the tenant's lease does  not  expire
until  January 31, 2001, it is unlikely that any future  collections
will be received on the lease.

The loss of this tenant has had a significant negative impact on the
Partnership's cash flow.  During the quarter ended March  31,  1999,
Management  was successful in re-leasing 5,292 square  feet  of  the
lost  tenant's  space,  and 1,116 square feet of  additional  office
space  that became vacant during 1998. Subsequent to March 31, 1999,
Management  was also successful in securing a $150,000 interim  loan
to  fund lease-up and operating expenses for a 10 month period.   It
is still necessary to obtain additional lease-up for the Partnership
to meet current year obligations.

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 ultimate amount of  these  costs
will  be  determined  once the properties are  fully  developed  and
leveraged.

The  total management fees paid to the Managing General Partner were
$-0-  and $8,010 for the three months ended March 31, 1999 and 1998,
respectively, while total reimbursement of expenses was  $2,074  and
$21,184,  respectively.   The Partnership  has  accrued  $47,265  of
management fees and cost reimbursements as of the period ended March
31, 1999.

NOTE 4 - INVESTMENT PROPERTIES

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

                                    March 31,  December 31,
                                     1999            1998
Land                               $1,353,177     $1,353,177
Building and Improvements           3,289,420      3,289,420
Tenant Improvements                   489,455        489,455
Investment properties, at cost      5,132,052      5,132,052

Less: accumulated depreciation
        and amortization          (1,437,436)    (1,404,343)

     Investment property, net      $3,694,616     $3,727,709

NOTE 5- LOAN PAYABLE TO AFFILIATE

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

NOTE 6 - NOTES PAYABLE

Notes Payable consist of the following at:

                                             March 31,   December 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.    $3,274,777   $3,284,944

Land  loan of $290,000 due May  1,  1999,
which  has been extended to July 1, 1999.
The  note requires interest only payments
and bears interest at 12.5%.  The note is
secured  by  Plaza  de  Oro's  separately
parceled Phase II land.                         290,000      290,000

Total Notes Payable                          $3,564,777   $3,574,944


Scheduled principal payments during 1999, 2000, 2001, and  2002  are
$322,000, $46,236, $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                       $390,825
                    2000                        345,792
                    2001                        291,666
                    2002                        104,178
                    Total                    $1,132,461

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:

                         March 31, 1999         December 31, 1998
                      Carrying   Estimated     Carrying   Estimated
                        Amount  Fair Value       Amount  Fair Value
Liabilities
Loan payable
  to affiliate         $51,892     $51,892      $24,000     $24,000
Note payable        $3,274,777  $3,274,777   $3,284,944  $3,284,944
Note payable          $290,000    $290,000     $290,000    $290,000

NOTE 9 - COMMITMENTS AND CONTINGENCIES

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

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


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

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

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

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 three months ended March 31, 1999, a net decrease in  cash
of $12,666 was recognized by the Partnership.  This was the result of
a  negative  cash  flow from operations of $30,391, net  of  proceeds
generated by financing activities including additional affiliate loan
advances.

The  negative cash flow from operations was caused from the project's
large drop in occupancy relating to the November 1998 bankruptcy of a
major  office  tenant.   As  of to March  31,  1999,  Management  was
successful  in  re-leasing 6,408 of vacant  space  and  is  currently
negotiating lease terms for an additional 8,900 square feet.

The Partnership's property will still require additional lease-up  to
meet  current  year obligations.  In order to temporarily  solve  the
Partnership's  cash  flow problem, Management obtained  a  10  month,
$150,000  interim  loan, subsequent to March  31,  1999.   This  loan
should  allow the Partnership to pay for Phase I lease-up  costs  and
1999 operating deficits.

Management  intends within the next six months to  also  develop  the
remaining pad with a 9,860 square foot office/retail building.  Lease
terms  for this building have been negotiated with a tenant requiring
approximately  6,000 square feet.  Once a final  signature  for  this
lease has been obtained, a construction loan will be obtained to  pay
off  the  existing  land  loan  and fund the  building  improvements.
Management is currently negotiating terms with a construction  lender
and anticipates a loan in place prior to July 1, 1999.

Once  the  project's Phase I has achieved a stabilized occupancy  and
the  Phase  II building is complete, Management's intentions  are  to
list  the  entire  project for sale.  It is anticipated  the  project
could be sold within a 12 month period.

Results of Operations

During the three months ended March 31, 1999 as compared to March 31,
1998,  the Partnership's total revenues decreased by $55,409 (32.1%),
while  its  expenses increased by $507 (0.2%), all  resulting  in  an
increase in net loss of $55,916.

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.   This
resulted in a decrease in occupancy from 77% to 60%.

Total expenses increased for the three months ended March 31, 1999 as
compared to March 31, 1998, due to the net effect of:
a)  $11,636 (61.2%) increase in repair and maintenance for repairs to
vacant  suites  and common areas so the project will show  better  to
prospective tenants;
b)  $3,672 (4.5%) increase in interest due to interest accrued on the
affiliate loan;
c)   $2,223 (7.2%) decrease in general and administrative  due  to  a
cost cutting program; and
d)   $11,989 (21.6%) decrease in depreciation and amortization due to
less tenant improvements in place during 1999.


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 $51,892.

                     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:  May 10, 1999           By:
                                   Michael J. Metzger
                                   President


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