SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, DC  20549

  FORM 10-Q/A

  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITES EXCHANGE ACT OF 1934

  For Quarter Ended September 30, 1998   Commission File Number  0-17717


  FOUNDATION REALTY FUND, LTD
  (Exact name of Registrant as specified in its charter)


  Florida                                        59-2802896
  (State or other jurisdiction of           (IRS Employer ID No.)
  incorporation or organization)


  880 Carillon Parkway, St. Petersburg, Florida    33716
  (Address of principal executive offices)      (Zip Code)


  Registrant's Telephone Number, Including Area Code - (813) 573-3800


  Indicate by check mark whether the Registrant (1)
  has filed all reports to be filed by Section 13 or
  15(d) of the Securites Exchange Act of 1934 during
  the preceeding 12 months (or 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





  Number of share outstanding of each of Registrant's classes of securites.


  Title of Each Class                       Number of Units
                                            September 30, 1998
  Units of Limited Partnership              9,407
  Interest:  $1,000 per unit


  DOCUMENT INCORPORATION BY REFERENCE
  Part IV - Registration Statement S-11, File No. 33-13849






  FOUNDATION REALTY FUND, LTD.
  (A Florida Limited Partnership)



  INDEX TO FINANCIAL STATEMENTS


  Part I - Financial Information
                                                                Page No.

  Balance Sheets as of September 30, 1998
   and December 31, 1997                                           3


  Statements of Operations -
  For the Nine Months Ended September 30, 1998 and 1997            4

  Statement of Operations -
  For the Three Months Ended September 30, 1998 and 1997           5

  Statements of Partners' Equity -
  For the Nine Months Ended September 30, 1998 and 1997            6

  Statements of Cash Flows -
  For the Nine Months Ended September 30, 1998 and 1997            7

  Notes to Financial Statements                                   8-10

  Management's Discussion and Analysis of Financial
  Condition and Results of Operations                             11-12



<TABLE>
                                      FOUNDATION REALTY FUND, LTD.
                                    (A Florida Limited Partnership)
<CAPTION>

                                            BALANCE SHEET

                                        September 30, 1998  December 31, 1997
                                             (Unaudited)      Audited

  ASSETS

  <S>                                       <C>            <C>                 
                                      
                                                                               
                         
  Aparment Properties, at Cost              $22,356,519    $22,299,095
  Less - Accumulated Depreciation            (6,788,543)    (6,304,794)
                                             15,567,976     15,994,301


  Cash and Cash Equivalents                   1,250,433        981,983
  Prepaid Expenses                               13,057            549
  Deferred Loan Cost (Net of Accumulated
   Amortization of $31,166 and $10,389)         249,324        280,490         
  

  TOTAL ASSETS                              $17,080,790    $17,257,323



  LIABILITIES AND PARTNERS' EQUITY


  Liabilites:

  Notes Payable                              $17,778,424    $17,898,206
  Accounts Payable                               280,908         49,114
  Security Deposits                               91,523         89,601
  Unearned Rent                                   32,082         26,137

  TOTAL LIABILITIES                           18,182,937     18,063,058


  Partner's Equity
  Limited Partners' Equity (9,407 units
  outstanding @ September 30, 1998 and
  December 31, 1997                             (833,891)      (533,486)
 

  General Partner's Equity                      (268,256)      (272,249)


  TOTAL PARTNERS' EQUITY                      (1,102,147)      (805,735)


  TOTAL LIABILITES AND PARTNERS' EQUITY      $17,080,790    $17,257,323


</TABLE>












<TABLE>

                                    FOUNDATION REALTY FUND, LTD.
<CAPTION>                         (A Florida Limited Partnership)

                                     STATEMENT OF OPERATIONS
                                         (Unaudited)

                                  FOR THE NINE MONTHS ENDED SEPTEMBER 30

  <S>                                   1998                         1997
  Property Operations :               <C>                         <C>          
 
  Rental Income                           $2,664,904             $2,604,624    
                       
  Miscellaneous                               61,149                 72,198    
                        
                                           2,726,053              2,676,822    
                        


  Expenses:
  Depreciation                               483,749                409,003    
                            
  Payroll                                    253,770                260,970    
                            
  Real Estate Taxes                          218,709                212,193    
                            
  Utilities                                  160,025                160,093    
                           
  Repairs & Maintenance                      207,816                308,852    
                            
  Property Management - General Partner      136,333                132,623    
                           
  Landscaping                                 55,254                 61,495    
                            
  Other                                       86,414                 95,022    
                            
                                           1,602,070              1,640,251    
                          


  Income from Property Operations          1,123,983              1,036,571    
                             
  Interest Income                             26,895                 33,053    
                           
                                           1,150,878              1,069,624    
                              

  Other Exenses:
  Interest                                 1,027,000              1,219,074
  Amortization                                31,166                    0      
                         
  General & Administrative - Affiliate           880                  2,174    
                         
  Other General & Administrative              11,964                 10,569    
                           
                                           1,071,010              1,231,817    
                         

  Net Income (Loss)                       $   79,868             $ (162,193)   
                      
  Allocation of Net Income (Loss) -
  Limited Partners                        $   75,875               (154,083)   
                       
  General Partners                             3,993                 (8,110)   
                       
                                          $   79,868               (162,193)   
                        

  Net Income (Loss) Per
    Limited Partnership Unit              $     8.07                 (16.38)   
      

  Number of Limited Partnership Units          9,407                  9,407

</TABLE>


<TABLE>
                        FOUNDATION REALTY FUND, LTD.
<CAPTION>              (a Florida Limited Partnership)   

                          STATEMENT OF OPERATIONS
                               (Unaudited)

                      FOR THE THREE MONTHS ENDED SEPTEMBER 30



  <S>                                       1998             1997              
                       
  Property Operations:                   <C>                <C>
   Rental Income                         $ 866,034          865,751       
   Miscellaneous                            20,235           22,226       
                                           886,269          887,977            
        

  Expenses:
   Depreciation                            161,250          137,001            
        
   Payroll                                  87,118           90,732            
        
   Real Estate Taxes                        72,903           70,730            
        
   Utilities                                61,998           61,081            
        
   Repairs and Maintenance                  93,997          192,764            
        
   Property Management - General Partner    43,368           42,476            
        
   Landscaping                              13,236           16,988            
        
   Other                                    29,089           35,906            
        
                                           562,959          647,678            
         

  Income from Property Operations          323,310          240,299            
         
  Interest Income                            8,613            9,378            
        
                                           331,923          249,677            
        
  
  Other Expenses:
   Interest                                341,568          410,494            
        
   Amortization                             10,389              0
   General and Administrative -Affiliate       210              670           
   Other General and Administrative          3,818            2,647            
          
                                           355,985          413,811         
           
  Net Income (Loss)                      $ (24,062)        (164,134)           
     

  Allocation of Net Income (Loss)-
   Limited Partners                      $ (22,859)        (155,927)           
      
   General Partners                         (1,203)          (8,207)           
   
                                         $ (24,062)        (164,134)           
    


  Net Income (Loss) Per
   Limited Partnership Unit              $   (2.43)          (16.58)           
   

  Number of Limited Partnership Units        9,407            9,407 

</TABLE>


<TABLE>

                                     FOUNDATION REALTY FUND, LTD.
                                   (A Florida Limited Partnership)
<CAPTION>
                                     STATEMENT OF PARTNERS' EQUITY
                                          (Unaudited)

                       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                   Limited        General             Total
                                  Partners'      Partners'          Partners'
                                    Equity         Equity             Equity
  <S>                            <C>             <C>                <C>        
  Balance, December 31, 1996     $  382,927     $ (227,730)      $   155,197

  Distribution to Partners         (564,420)       (29,706)         (594,126)

  Net Loss                         (154,083)        (8,110)         (162,193)

  Balance, September 30, 1997    $ (335,576)     $(265,546)      $  (601,122)


  Balance, December 31, 1997     $ (533,486)    $ (272,249)      $  (805,735)

  Distribution to Partners         (376,280)             0          (376,280)

  Net Income                         75,875          3,993            79,868   
           1,941

  Balance, September 30, 1998    $ (833,891)    $ (268,256)      $(1,102,147)


</TABLE>



<TABLE>

                                       FOUNDATION REALTY FUND, LTD.
<CAPTION>                            (A Florida Limited Partnership)

                                         STATEMENT OF CASH FLOWS

                        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                            (Unaudited)


  <S>                                                1998             1997
  Net Cash Provided by Operating Activities:        <C>               <C>      
       
  Net Income (Loss)                               $   79,868     $ (162,193)   
     
  Adjustments to Reconcile Net Loss to Net Cash
  Provided by Operating Activities
  Depreciation:                                      483,749        409,003    
   
  Amortization                                        31,166              0    
  
  Changes in Operating Assets and Liabilities:
  (Increase) in Prepaids                             (12,508)          (800)   
           
  Increase in Accounts Payable                       231,794        291,674    
            
  Increase (Decrease) in Security Deposits             1,922         (1,166)   
            
  Increase (Decrease) in Unearned Rents                5,945        (64,225)   
           
  (Increase) in Deferred Loan Cost                         0       (378,492)   
  

  Net Cash Provided by Operating Activities          821,936         93,801    
             

  Cash Flows from Investing Activities:
  Improvements to Apartment Properties               (57,424)       (79,280)   
           
  Net Cash Used in Investing Activities              (57,424)       (79,280)   
            


  Cash Flows from Financing Activities:
  Proceeds from Notes Payable                              0        433,529    
            
  Payments from Notes Payable                       (119,782)       (26,222)   
           
  Distributions to Partners                         (376,280)      (594,126)   
          

  Net Cash used by Financing Activities             (496,062)      (186,819)   
          

  Increase (Decrease) in Cash                        268,450       (172,298)   
             
  Cash and Cash Equivalents at Beginning of period   981,983      1,069,572    
             
  Cash and Cash Equivalents at End of period       1,250,433        897,274    
          

  Supplemental Cash Flow Information:
  Interest Paid                                   $1,027,000     $  696,839    
        

  Supplemental Disclosure of Non-Cash
  Financing Activities:
  Deferred Interest on Mortgage Note Payable      $        0     $  433,529    
         


</TABLE>









  FOUNDATION REALTY FUND, LTD
  A Florida Limited Partnership)

  NOTES TO FINANCIAL STATEMENTS (Unaudited)

  NOTE 1 - ORGANIZATION

  Foundation Realty Fund, Ltd., (the "Partnership"), a Florida Limited
  Partnership, was formed April 14, 1987 under the laws of Florida.
  Operations commenced on January 12, 1988.  The Partnership operates
  two apartment properties.  The Partnership will terminate on
  December 31, 2020, or sooner, in accordance with the terms of the
  Limited Partnership Agreement.  The Partnership has received Limited
  and General Partner capital contributions of $9,407,000 and $1,000
  respectively.  J. Robert Love, an individual, and RJ Properties,
  Inc., a majority-owned subsidiary of Raymond James Financial, Inc.
  are the General Partners and they manage and control the business of
  the Partnership.

  Operating profits and losses are allocated 95% to the Limited Part-
  ners and 5% to the General Partners.  Cash from operations will be
  shared 95% by the Limited Partners and 5% by the General Partners;
  however, distributions to the General Partners are subordinated to
  certain preferred returns to the Limited Partners.  Profit or loss
  and cash distributions from sales of property will be allocated as
  formulated in the Limited Partnership Agreement.

  NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

  Basis of Accounting

  The Partnership utilizes the accrual basis of accounting whereby
  revenues are recongized when earned and expenses are recognized as
  obligations are incurred.

  Cash and Cash Equivalents

  It is the Partnership's policy to include short-term investments
  with an original maturity of three months or less in Cash and Cash
  Equivalents.  These short-term investments are comprised of money
  market funds, and repurchase agreements.

  Restricted Cash

  Cash and Cash Equivalents include $332,587 at September 30, 1998 and
  $243,556 at December 31, 1997 of cash held in escrow for the payment
  of real estate taxes.  Cash and Cash Equivalents also include
  $91,523 at September 30, 1998 and $89,601 at December 31, 1997 of tenant
  security deposits held in an escrow account.

  Income Taxes

  No provisions for income taxes has been made in these financial
  statements, as income taxes are a liability of the partners rather
  than of the Partnership.

  Depreciation

  The apartment buildings are being depreciated over 35 years using
  the straight-line method.  Furniture and fixtures are being depreci-
  ated over 8 years using the straight-line method.

  NOTE 3 - COMPENSATION, REIMBURSEMENTS AND ACCRUALS TO THE GENERAL
  PARTNERS AND AFFILIATES:

  The General Partners and affiliates are entitled to the following
  types of compensation and reimbursment for costs and expenses
  incured for the Partnership for the nine months ended September 30, 1998:

  Property Management Fees                           $136,333
  General and Administrative Costs                        880

  NOTE 4 - LEASES AND APARTMENT PROPERTIES:

  The Partnership owns apartment complexes leased to residents under
  short term operating leases.  A summary of the apartment properties
  is as follows:

                                       September 30,        December 31
                                           1998                1997

  Land                                   3,141,510           3,141,510
  Buildings                             17,298,118          17,298,118
  Furniture & Fixtures                   1,916,891           1,859,467
  Apartment Properties, at Cost         22,356,519          22,299,095
  Less: Accumulated Depreciation        (6,788,543)         (6,304,794)

                                        15,567,976          15,994,301

  NOTE 5 - NOTES PAYABLE

  The notes payable are secured by the apartment properties.

  NOTE 6 - BASIS OF PREPARATION:

  The unaudited financial statements presented herein have been pre-
  pared in accordance with the instructions to Form 10-Q and do not
  include all of the information and note disclosures required by
  generally accepted accounting principals.  These statements should
  be read in conjuction with the financial statements and notes thereto
  included in the Partnership's Form 10-K for the year ended December
  31, 1997.  In the opinion of management, such financial statements
  include all adjustments, consisting only of normal recurring adjust-
  ments, necessary to summarize fairly the Partnership's financial
  position and results of operations.  The results of operations for
  the periods may not be indicative of the result to be expected for
  the year.

  NOTE 7 - SUBSEQUENT EVENT:

  On or about October 31, 1998, the Partnership will pay distributions of
  $105,879 to the Limited Partners.










  FOUNDATION REALTY FUND, LTD.
  (A Florida LImited Partnership)

  Management's Discussion and Analysis of Financial Condition and
  Results of Operations

  Rental income for the nine months ended September 30, 1998 was
  $2,664,904 as compared to $2,604,624 for the comparable period ended
  September 30, 1997.  Income from property operations for the nine months
  ended September 30, 1998 was $1,123,983 as compared to $1,036,571 for the
  comparable period ended September 30, 1997.  The increase in rental
  income was a result of higher rental rates being in effect in 1998 which
  offset a slight decrease in the apartment occupancy levels.

  Interest expense decreased from $1,219,074 for the nine months ended
  September 30, 1997 to $1,027,000 for the nine months ended September 30,
  1998.  This decrease in interest expense is a result of a refinancing of
  the original debt to loans with a lower interest rate and a replacement
  of the Oakwood Village First Purchase Money Mortgage with a traditional
  amortizing loan.

  Net income for the nine months ended September 30, 1998 was $79,868 or
  $8.07 per Limited Partnership Unit outstanding as compared to a loss of
  $162,193 or $16.83 per Limited Partnership Unit for the comparable period
  ended September 30, 1997.


  Liquidity and Capital Resources

  In management's opinion, working capital reserves and liquidity are
  sufficient to meet the short-term operating needs of the Partnership.

  Cash provided by operating activities increased by $728,135 for the
  nine month period ended September 30, 1998 as compared to the nine month
  period ended September 30, 1997.  The change resulted primarily from
  increased net income attributable to the debt restructuring which resulted
  in a $192,074 decrease in interest expense for the nine month period ended
  September 30, 1998 verse the nine month period ended September 30, 1997 and
  and the costs incurred to refinance the partnership debt.  The increase is
  secondarily attributable to increases in unearned rents of $70,170 and
  depreciation expense of $74,746 for the nine month period indicated above
  and the $101,036 reduction in repair and maintenance expense as a result
  of the Springfield repainting which occurred in 1997.

  Cash used by investing activities totaled $57,424 at September 30, 1998
  as compared to $79,280 at September 30, 1997.  The $21,856 decrease for
  the nine month period ended September 30, 1998 is solely attributable to
  the decrease in the number of carpets replaced in the apartment units of
  both apartment communities.   

  Cash used by financing activities increased by $309,243 from the nine month
  period ended September 30, 1998 when compared to the nine month period
  ended September 30, 1997.  The loan refinancings of Oakwood Village purchase
  money first mortgage and the Springfield purchase money first mortgage with
  traditional amortizing loans accounted for $527,089 of the increase.  The
  increased amount was offset by a decrease in partner distributions for the
  comparative nine month period of $217,846.


  Year 2000 Disclosure

  The partnership continues to make progress on the steps outlined in its
  Y2K Plan Summary. The steps completed to date include:

  -Y2K Plan written and approved
  -SEC Form ADV-Y2K - Part 1 completed and submitted
  -All home office and field computer upgraded to pentium level
  -The Y2K compliant version of accounts payable and general ledger loaded
  -The Y2K compliant version of revenue software ordered

  The progress to date is slightly ahead of the Y2K Plan Summary schedule.

  The costs the partnership expects to incur in order to meet its Y2K
  financial accounting and financial reporting
  issues is between five and seven thousand dollars. Because of the
  immateriality of these amounts, the costs are being expensed as
  incurred. There are no significant costs anticipated from an operations
  standpoint relative to Y2K issues.

  The risks of not meeting the year 2000 issues are minimal from a
  financial accounting and financial reporting standpoint. The
  partnership's contingency plans will allow it to continue to process
  and report financial information. The risks of not meeting the
  year 2000 issues are also considered minimal from an operations
  standpoint assuming the representations made by our outside vendors
  are correct. The outside vendors supply electricity, water, gas, etc.
  to our customers. The non-interruption of these services are not
  within the partnership's control and no contigency plans have been
  developed. 


  ITEM 6 - EXHIBIT AND REPORTS ON FORM 8-K

  a)  Exhibits - NONE

  b)  Reports on Form 8-K - NONE


 SIGNATURES


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

 FOUNDATION REALTY FUND, LTD.
 A Florida Limited Partnership

 By: RJ PROPERTIES, INC. a General Partner




   02/08/99                 J. Robert Love - President
    Date                    (Signature)

   02/08/99                 Alan G. Lee - Secretary
    Date                    (Signature)