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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549


                                    FORM 10-K/A


                                    AMENDMENT NO.1


FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended: November 30, 1997
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                          COMMISSION FILE NUMBER:  0-13330
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                           CONAM REALTY PENSION INVESTORS
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                                 FORMERLY KNOWN AS
                       HUTTON/CONAM REALTY PENSION INVESTORS
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                EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER

               California                                        11-2673854
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STATE OR OTHER JURISDICTION OF INCORPORATION                  I.R.S. EMPLOYER
          OR ORGANIZATION                                    IDENTIFICATION NO.

Attentin: Robert J. Svatos
1764 San Diego Avenue, San Diego California                      92110-1906
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES                            ZIP CODE

                                   (619) 297-6771
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                 Registrant's telephone number, including area code




     The undersigned registrant hereby amends the following section of its
Report for November 30, 1997 on Form 10-K as set forth in the pages attached
hereto:

                                        PART I
ITEM 1.  BUSINESS
(a)  General Description of Business and Objectives



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                                        PART I
ITEM 1.  BUSINESS

(a) GENERAL DESCRIPTION OF BUSINESS AND OBJECTIVES

ConAm Realty Pension Investors, formerly known as Hutton/ConAm Realty Pension
Investors, (the "Partnership") is a New York limited partnership formed on
January 23, 1984.  ConAm Property Services III, Ltd. ("CPS III"), a California
limited partnership, and RPI Real Estate Services, Inc. ("RPI"), a Delaware
corporation, were the original co-general partners of the Partnership since its
inception.  On October 8, 1997, CPS III acquired RPI's co-general partner
interest in the Partnership, effective July 1, 1997, pursuant to a Purchase
Agreement between CPS III and RPI dated August 29, 1997.  As a result, CPS III
now serves as the sole general partner of the Partnership.  In conjunction with
this transaction, the name of the Partnership was changed from Hutton/ConAm
Realty Pension Investors to ConAm Realty Pension Investors

The Partnership was organized to engage in the business of investing in
multifamily residential rental properties by making equity participating loans
secured by first mortgages or deeds of trust on such properties. The Partnership
originally invested in five equity participating mortgage loans, one of which
was repaid in December 1987.  Three of the borrowers defaulted under the equity
participation loans and the Partnership obtained title to the properties which
secured such loans through foreclosure or deeds in lieu of foreclosure.  As a
result, the Partnership became an owner and operator of the properties.  During
its fiscal year ended November 30, 1997, the Partnership sold two of the
properties, Chaparpsa Apartments in Irving, Texas and Bryn Athyn Apartments in
Raleigh, North Carolina, to purchasers unaffiliated with the Partnership for
sale prices of $6.0 million and $9.2 million, respectively.  See Item 7 and Note
4 to the Financial Statements, included in the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1997, which is filed as an
exhibit under Item 14 for additional information regarding these property sales.
Information regarding the Partnership's two remaining investments in property is
set forth below.

(1)  On September 28, 1984, the Partnership funded an equity participating loan
     in the amount of $4,475,250 to Southridge Partners 1, ("Southridge"), a
     privately offered New York limited partnership, whose general partners are
     affiliates of RPI and CPS III, in connection with the purchase by
     Southridge of Oaktree Village ("Oaktree"), a 160-unit apartment complex
     located in Jacksonville, Florida.  On September 19, 1997, the Partnership
     obtained legal title to Oaktree through a deed in lieu of foreclosure.  As
     a result, Oaktree is now recorded as a real  estate investment rather than
     a mortgage loan investment on the Partnership's balance sheet..  For more
     information on the defaulted loan and the transfer of ownership of Oaktree
     to the Partnership, reference is made to Item 7 and Note 4 to the financial
     statements, included in the Partnership's Annual Report to Unitholders for
     the fiscal year ended November 30, 1997, which is filed as an exhibit under
     Item 14.

(2)  On December 21, 1984, the Partnership funded an equity participating loan
     in the amount of $5,200,650 to Southridge, in connection with the purchase
     by Southridge of Park View Village ("Park View"), a 184-unit apartment
     complex located in Winter Park (a suburb of Orlando), Florida.  On
     September 19, 1997, the Partnership and Southridge signed a definitive
     agreement to modify the terms of the loan secured by Park View, which among
     other things, allowed for an extension of the maturity date of the loan and
     a condition deferral of debt service payments.  Reference is made to Item 7
     and Note 4 to the financial statements, included in the Partnership's
     Annual Report to Unitholders for the fiscal year ended November 30, 1997,
     which is filed as an exhibit under Item 14, for more information on the
     Park View Loan.

Funds held as working capital are invested in bank certificates of deposit,
unaffiliated money market funds or other highly liquid short-term investments
where there is appropriate safety of principal in accordance with the
Partnership's investment objectives and policies.

The Partnership's principal investment objectives with respect to its interests
in real property are:

(1)  To participate in the capital appreciation of the various properties in
     which it invests;

(2)  To provide quarterly cash distributions;

(3)  To preservation and protection of capital appreciation of the properties in
     which it invests; and

(4)  To provide increased cash distributions as the cash flow from the
     properties increases.

Distribution of income is the Partnership's objective during its operational
phase, while preservation and appreciation of



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capital are the Partnership's longer term objectives. Future economic conditions
in the United States as a whole and, in particular, in the localities in which
the Partnership's properties are located, will be important factors to attaining
the Partnership's investment objectives, especially with regard to achievement
of capital appreciation.

The Partnership considers itself to be engaged in only one industry segment,
real estate investment.

COMPETITION

The Partnership's real property investments and the property securing the
Partnership's outstanding mortgage loans are subject to competition from similar
types of properties in the vicinities in which they are located and such
competition has increased since the Partnership's inception due principally to
the addition of newly constructed apartment complexes offering increased
residential and recreational amenities.  The investment properties have also
been subject to competition from condominiums and single-family properties
especially during periods of low mortgage interest rates.  The Partnership
competes with other real estate owners and developers and financiers in the
rental and leasing of its properties and properties securing its outstanding
mortgage loans by offering competitive rental rates and, if necessary, leasing
incentives. In some cases, the Partnership may compete with other properties
owned by partnerships affiliated with the General Partner.

For information with respect to market conditions in the areas where the
Partnership's properties are located, please refer to Item 2 below.

EMPLOYEES

The Partnership has no employees.  Services are provided by CPS III, ConAm
Services, ConAm Management Corporation ("ConAm Management"), an affiliate of CPS
III, as well as Service Data Corporation and First Data Investor Services Group,
both unaffiliated companies.  ConAm Management provides management services with
respect to Park View pursuant to an agreement with Southridge, as the property
owner.  In addition, the Partnership has entered into a management agreement
with ConAm Management pursuant to which ConAm Management provides property
management services with respect to Oaktree Village.  First Data Investor
Services Group had been retained by the Partnership to provide all accounting
and investor communication functions, while Service Data Corporation provides
transfer agent services.  Effective December 1, 1997, the accounting functions
of the Partnership have been transferred to the firm of Brock, Tibbitts, &
Snell, an unaffiliated company located in San Diego, California.  See Item 13 of
this report and Note 7 to the Financial Statements included in the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1997, which
is filed as an exhibit under Item 14, for a further description of the service
and management agreements between the Partnership and affiliated entities.



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                                      SIGNATURES

Pursuant to the requirements of Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated:   October 13, 1998         CONAM REALTY PENSION INVESTORS


                                  BY:  ConAm Property Services III, Ltd.
                                       General Partner of ConAm Realty Pension
                                       Investors


                                  BY:  Continental American Development, Inc.
                                       General Partner


                                  BY: /s/  Daniel J. Epstein
                                  --------------------------------------------
                                  Name:    Daniel J. Epstein
                                  Title:   President, Director and
                                           Principal Executive Officer