UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the fiscal year ended:  November 30, 1996

                                       OR

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the transition period from _____ to _____

Commission file number:  0-13330


                     HUTTON/CONAM REALTY PENSION INVESTORS
              Exact name of Registrant as specified in its charter


        New York                                      11-2673854
State or other jurisdiction               I.R.S. Employer Identification No.
of incorporation

Attention:  Andre Anderson                               10285
3 World Financial Center, 29th Floor,                   Zip Code
New York, New York
Address of principal executive offices


Registrant's telephone number, including area code: (212) 526-3237

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:


                     UNITS OF LIMITED PARTNERSHIP INTEREST
                                 Title of Class

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 for 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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  (X)

Documents Incorporated by Reference:

Portions of Prospectus of Registrant dated June 24, 1983 (included in
Amendment No. 3 to Registration Statement No. 2-79116 of Registrant filed
June 21, 1983) are incorporated herein by reference to Part III of this
report.

Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the fiscal year ended
November 30, 1996.










                                PART I

Item 1.  Business

(a) General Development of Business

Hutton/ConAm Realty Pension Investors (the "Registrant" or the "Partnership")
is a New York limited partnership organized pursuant to a Certificate and
Agreement of Limited Partnership dated January 23, 1984, as amended on January
26, 1984, of which RPI Real Estate Services, Inc. ("RPI Services," formerly
Hutton Real Estate Services VI, Inc.), a Delaware corporation, and ConAm
Property Services III, Ltd., a California limited partnership ("ConAm
Services"), are the general partners (together, the "General Partners").

Commencing June 24, 1983, the Registrant began offering through E. F. Hutton &
Company Inc., an affiliate of the Registrant, up to a maximum of 100,000 units
of limited partnership interest (the "Units") at $500 per Unit.  Investors who
purchased the Units (the "Limited Partners") are not required to make any
additional capital contributions.  The Units were registered under the
Securities Act of 1933, as amended (the "Act"), under Registration Statement
No. 2-79116, which Registration Statement was declared effective on June 24,
1983.  The offering of Units was terminated on May 31, 1984.  Upon termination
of the offering, the Registrant had accepted subscriptions for 96,490 Units for
an aggregate of $48,245,000.

(b) Narrative Description of Business

The Registrant is engaged in the business of owning and operating multifamily
residential real estate properties.  In addition, the Registrant is engaged 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.  Of the Registrant's gross offering proceeds, uninvested
funds totaling $5,210,460 and $7,429,730 were returned in 1985 and 1986,
respectively, resulting in net offering proceeds of $35,604,810.  The
Registrant invested all of the proceeds available in five equity participating
mortgage loans, one of which was repaid in December 1987.  As of November 30,
1996, the Registrant held the following interests:

(1) On September 28, 1984, the Registrant funded an equity participating loan
  in the amount of $4,475,250 to Southridge Partners I, L.P. ("Southridge"), a
  privately offered New York limited partnership affiliated with the
  Registrant, in connection with the purchase by Southridge of Oaktree Village
  ("Oaktree"), a 160-unit apartment complex located in Jacksonville, Florida.
  One of the corporate general partners of each of the Registrant and
  Southridge are affiliates of Lehman Brothers Inc. ("Lehman").  (See Item 10,
  "Certain Matters Involving Affiliates of RPI Services").  On January 16,
  1997, the Partnership delivered a notice of default to Southridge with
  respect to the loan secured by Oaktree.  (See Item 7 for more information on
  the defaulted loan).

(2) On October 30, 1984, the Registrant funded an equity participating loan in
  the amount of $5,850,000 to Southridge, in connection with the purchase by
  Southridge of Chaparosa Apartments ("Chaparosa"), 170-unit apartment complex
  located in Irving, Texas.  On January 31, 1992, the Registrant obtained legal
  title to Chaparosa through a deed in lieu of foreclosure.  As a result,
  Chaparosa is now recorded as a real estate investment rather than a mortgage
  loan investment on the Registrant's balance sheet.  In September 1996, the
  Partnership signed a contract to sell Chaparosa, however, in November 1996,
  the prospective buyer executed its right to terminate the purchase agreement
  during the due diligence period.  Subsequently, the Partnership signed a
  contract dated January 24, 1997, to sell the property to another
  institutional investor.  This transaction is subject to the buyer's customary
  due diligence review.  Reference is made to Item 7 for additional information
  regarding the contract.

(3) On December 21, 1984, the Registrant 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 January 16, 1997,
  the Partnership delivered a notice of default to Southridge with respect to
  the loan secured by the Park View.  (See Item 7 for more information on the
  defaulted loan).

(4) On November 20, 1985, the Registrant funded an equity participating loan in
  the amount of $5,900,000 to Bryn Athyn Investors, Ltd., a Texas limited
  partnership unaffiliated with the Registrant, in connection with its purchase
  of Bryn Athyn Apartments ("Bryn Athyn"), a 172-unit apartment complex located
  in Raleigh, North Carolina.  In July 1989, the Registrant obtained ownership
  of the property through a foreclosure sale.  As a result, Bryn Athyn is now
  recorded as a real estate investment rather than a mortgage loan investment
  on the Registrant's balance sheet.

The terms of the loans secured by Oaktree and Park View were modified during
1993.  For information pertaining to the terms of the modifications and the
mortgage loans secured by the Southridge properties see Note 4 to the Financial
Statements incorporated herein by reference to the Partnership's Annual Report
to Unitholders for the fiscal year ended November 30, 1996, which is filed as
an exhibit under Item 14.

Approximately 3% of the gross proceeds of the offering were initially reserved
and have been maintained as working capital to meet costs and expenses of the
Registrant's operations, including ongoing administrative expenses.  The
General Partners believe such reserves to be reasonable, although working
capital reserves may be increased or decreased from time to time in order to
meet anticipated costs and expenses and potential losses.  The General Partners
may also at their discretion set aside a reserve for the purpose of augmenting
future distributions of cash.  To the extent that funds held as a working
capital reserve have not been expended, the Registrant has invested such funds
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 Registrant's investment objectives and
policies.

The Registrant'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 preserve and protect the capital appreciation of the properties in
     which it invests; and

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

Distributions of income is the Registrant's objective during its operational
phase, while preservation and appreciation of capital continues to be the
Registrant's longer term objectives.  Future economic conditions in the United
States as a whole and, in particular, in the localities in which the
Registrant's investment properties are located, will be important factors to
attaining the Registrant's investment objectives, especially with regard to
achievement of capital appreciation.

The Registrant did not incur indebtedness in connection with the making of the
loans.  The loans were funded entirely out of proceeds of the offering of
Units.  However, the Registrant is not prohibited from incurring indebtedness
for working capital purposes.  In addition, in the event that the Registrant
becomes the owner of a property through the foreclosure of a loan, the
Registrant may subject such property to mortgage indebtedness in an amount not
to exceed 80% of the then appraised value of the property. At November 30,
1996, the Partnership had no mortgage indebtedness against Bryn Athyn or
Chaparosa.


Competition

The Registrant's real property investments and the properties securing the
Registrant'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 the 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 Registrant
competes with other real estate owners, developers and financiers in the rental
and leasing of its properties and the properties securing its outstanding
mortgage loans by offering competitive rental rates and, if necessary, leasing
incentives.  In some cases, the Registrant may compete with other properties
owned by partnerships affiliated with either General Partner of the Registrant.

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

Employees

The Registrant has no employees.  Services are provided by RPI Services, ConAm
Services, ConAm Management Corporation ("ConAm Management"), an affiliate of
ConAm Services, as well as Service Data Corporation and First Data Investor
Services Group, both unaffiliated companies.  ConAm Management provides
property management services with respect to the properties subject to the
Southridge loans pursuant to agreements with Southridge, as the property owner.
In addition, the Registrant has entered into a management agreement with ConAm
Management pursuant to which ConAm Management provides property management
services with respect to the Bryn Athyn and Chaparosa properties.  First Data
Investor Services Group has been retained by the Registrant to provide all
accounting and investor communication functions, while Service Data Corporation
provides transfer agent services.   See Item 13 of this report and Note 6 to
the Financial Statements on the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1996, which is filed as an exhibit under
Item 14, for a further description of the service and management agreements
between the Registrant and affiliated entities.


Item 2.  Properties

Below is a description of the Registrant's wholly-owned properties and those
which secure its two remaining mortgage loans, and a discussion of current
market conditions in each of the areas where the properties are located.  For
information on the acquisition of the properties and terms of the mortgage
loans, reference is made to Note 4 to the Financial Statements on the
Partnership's Annual Report to Unitholders for the fiscal year ended November
30, 1996, which is filed as an exhibit under Item 14.  Appraised values of the
Partnership's real estate investments are incorporated by reference to the
Partnership's Annual Report in Unitholders.  Average occupancy rates at each
property are incorporated by reference to Item 7.

Bryn Athyn Apartments - Raleigh, North Carolina

This 172-unit apartment community is situated north of downtown Raleigh in a
suburban location composed primarily of townhouses and single family homes.
Conditions in the Raleigh apartment market remain strong, characterized by low
vacancy rates and increasing rental rates.  As of the third quarter of 1996,
occupancy in Wake County, where Bryn Athyn is located, stood at approximately
96%, with rental rates increasing approximately 7.5% over the past year.
Occupancy in Bryn Athyn's submarket was approximately 96.5% as of September
1996 with rental rates increasing approximately 4.2% from the year earlier. The
strong market conditions have spurred new construction and, as of September
1996, three new projects were under construction in Bryn Athyn's submarket
containing a total of 784 units.  Given the area's strong economy and healthy
absorption, it is not expected that the new construction will have a materially
adverse impact on the apartment market.

Chaparosa Apartments - Irving, Texas

Situated approximately 15 miles northwest of Dallas, this 170-unit apartment
complex is located in Las Colinas, a 12,220 acre master-planned community in
the city of  Irving.  Following a period of overbuilding during the 1980s,
limited new construction and sustained population growth have fueled a healthy
multifamily housing market in this area in recent years.  The Las Colinas
submarket reported average occupancy of 95% as of the second quarter of 1996,
compared with 96% in third quarter of 1995. While average rental rates in the
overall Dallas market increased 5% from the second quarter of 1995 to the
second quarter of 1996, the Las Colinas submarket reported a 1% decrease during
the same period. Although approximately 1,020 units have been approved for
construction in the Las Colinas submarket, a two-year building moratorium
instituted in the market during 1995 remains in effect.  Nonetheless,
competition for tenants remains strong as there are a number of competing
properties within Chaparosa's submarket.

Oaktree Village -  Jacksonville, Florida

This 160-unit apartment complex is situated in southeast Jacksonville,
approximately 8 miles from the central business district, in the
Baymeadows/Deerwood community.  The Southeast submarket, where Oaktree Village
is located, has experienced notable population growth and limited new
construction in recent years, resulting in strong occupancy for area apartment
complexes.  A local survey of the Southeast submarket reported an average
apartment occupancy rate of 95.4% as of the second quarter of 1996. The use of
rental concessions in the market is minimal.  Given the strong market
conditions, several apartment projects are in the planning or construction
phase.  During 1995, 953 new units were permitted for construction with an
additional 1,597 units permitted through the second quarter of 1996.  Despite
the rise in new units which could be added to the market, strong absorption in
the submarket due to the area's increasing popularity is expected to ameliorate
the adverse effects the new construction could have on the market.

Park View Village - Winter Park, Florida

This 184-unit apartment complex is located in metropolitan Orlando,
approximately 10 miles northeast of the central business district.  The North
Orlando/Winter Park/Maitland submarket, where the property is located,
experienced average occupancy of approximately 92.8% as of September 1996,
slightly below levels seen in Metro Orlando.  New construction in the submarket
continues at a healthy pace, with a net of 412 units added between September
1995 and September 1996, but population growth has kept pace with the new units
coming on line.  Over the past five years, the submarket has shown moderate
growth and the average rent per square foot also has increased moderately.


Item 3.  Legal Proceedings

The Registrant is not subject to any material pending legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

During the fourth quarter of the fiscal year ended November 30, 1996, no
matter was submitted to a vote of security holders through the solicitation
of proxies or otherwise.









                               PART II

Item 5.  Market for the Partnership's Limited Partnership Interests and
         Related Security Holder Matters

As of November 30, 1996, the number of Unitholders of record was 5,517.

No established public trading market has developed for the Units, and it is
not anticipated that such a market will develop in the future.

Distributions of adjusted cash from operations are determined by the General
Partners on a quarterly basis, with distributions occurring approximately 45
days after the close of each fiscal quarter.  The Partnership has paid
quarterly cash distributions since the initial closing of the offering in
February 1984.  Information on cash distributions paid by the Partnership for
the past two fiscal years is incorporated by reference to the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1996, which
is filed as an exhibit under Item 14. Reference is made to Item 7 for a
discussion of the General Partners' expectations for future cash distributions.

Item 6.   Selected Financial Data

Incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended November 30, 1996, which is filed as an exhibit under
Item 14.


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Liquidity and Capital Resources
At November 30, 1996, the Partnership had cash and cash equivalents of
$1,818,059 that were invested in unaffiliated money market funds, compared with
$1,979,963 at November 30, 1995.  The decrease reflects cash distributions to
Partners and additions to real estate exceeding cash provided by operating
activities during fiscal 1996.

The Partnership had signed a contract to sell Chaparosa Apartments, but on
November 11, 1996 the prospective buyer, after evaluating the results of its
due diligence, opted to exercise its right to terminate the purchase agreement.
Subsequently, the Partnership signed a contract dated January 24, 1997 to sell
the property to another unaffiliated institutional investor.  The anticipated
sales price is approximately $6,011,200 and the transaction is subject to the
completion of a due diligence review by the buyer.  While the General Partners
believe that the sale will be completed, as is customary, the buyer has several
opportunities to cancel the transaction during this due diligence period.
Furthermore, the sales price could be adjusted during the due diligence
process.  Should the sale close, the General Partners intend to make a special
cash distribution from the net proceeds to the limited partners shortly
thereafter.  As a result of the anticipated sale, Chaparosa Apartments was
reclassified on the consolidated balance sheet as of November 30, 1996 as
property held for disposition at its net book value.

The General Partners declared a cash distribution of $5.00 per Unit for the
quarter ended November 30, 1996 which was paid to investors on January 15,
1997.  The level of future distributions will be evaluated on a quarterly basis
and will depend on the Partnership's operating results and future cash needs.
Given the anticipated sale of Chaparosa Apartments and the corresponding
reduction in the Partnership's cash flow, the General Partners expect that the
level of cash distributions will be reduced in the future.

Throughout 1996, the General Partners initiated improvement work and routine
repairs at Chaparosa Apartments and Bryn Athyn Apartments to upgrade the
properties and to prepare vacant apartments for reoccupancy. These repairs
included exterior painting and carpet replacement at Bryn Athyn.  The General
Partners will evaluate the need for additional improvement work at the
properties on an ongoing basis.

On January 22, 1997, the Partnership delivered notice of defaults to Southridge
with respect to the two mortgage loans (the "Loans") secured by Park View and
Oaktree, respectively.  The Partnership indicated that the Loans are in default
due to, without limitation, the failure of Southridge to make the payment of
minimum interest due on January 1, 1997 and due to its failure to make the
required monthly deferred minimum interest payments during 1996 and the
required contingent interest payments for the first three quarters of  1996
(collectively the "Current Amounts Due") as required by  each of the loan
documents.  Additionally, the Partnership indicated that the Loans are in
default due to Southridge's failure to adequately maintain, preserve and
protect the condition of Park View and Oaktree. Discussions with the
borrower continue regarding possible modifications of the Loans' terms.  The
Partnership has demanded payment of the Current Amounts Due from Southridge
with respect to each of the Loans.

On February 21, 1997, the Partnership executed a Letter of Intent with
Southridge, whereby, Southridge's default on the Loans would be resolved. The
Letter of Intent includes the following provisions:  (I)  Oaktree will be
deeded over to the Partnership by Southridge; and (II)  the Park View mortgage
will be modified to reflect additional terms and conditions, including but not
limited to, an extension of the maturity date, the deferral of debt service
until a Capital Improvement Reserve Account is fully funded, and a discount
payoff option during the term of the extension issued, whereby Southridge could
pay off the aggregate $5.2 million unpaid balance of the first mortgage and
accrued interest for $5,650,000 (the "Discount Payoff Amount").  The
Partnership has engaged an unaffiliated third party advisory firm to provide
the Partnership with a fairness opinion.  There can be no assurance that the
provisions set forth in the Letter of Intent will ultimately be executed.

Given the improvement in the performance of multifamily real estate, and the
improvement in the real estate capital markets which has increased demand by
potential buyers, the General Partners have determined that it is in the best
interest of the Partnership to attempt to sell its properties in an orderly
manner over the next few years.  Assuming these efforts are successful, we
would expect to distribute the sales proceeds and subsequently dissolve the
Partnership in 1998 or 1999.  However, meeting this objective will be dependent
upon a variety of factors, many of which are not within the Partnership's
control.  Consequently, there can be no assurance that the properties can be
sold, that particular prices will be achieved, or that all the properties can
be sold within this time frame.

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


Results of Operations

1996 versus 1995

Partnership operations for the year ended November 30, 1996 generated net
income of $1,697,893 compared with net income of $1,188,552 for fiscal 1995.
The increase is primarily due to an increase in rental income, and a $550,000
recovery of valuation allowance in 1996 , partially offset by an increase in
the provision for losses on the Partnership's mortgage loan investments.

Rental income totaled $2,573,226 for the year ended November 30, 1996 compared
with $2,431,302 for fiscal 1995.  This increase is attributable to higher
rental rates at both of the Partnership's wholly-owned properties and increased
occupancy at Bryn Athyn.  Mortgage interest income during fiscal 1996 was
unchanged from fiscal 1995.  The Partnership recognized a recovery of valuation
allowance of $550,000 on the Oaktree loan during 1996.  This was attributable
to an increase in the fair market value of Oaktree, as determined by an
independent appraisal conducted in November 1996.  Interest and other income
totaled $85,423 for the fiscal year ended November 30, 1996 compared to
$100,829 in fiscal 1995.  The decrease is the result of a reduction in interest
rates and the Partnership maintaining lower cash balances in 1996 compared to
1995.

Total expenses for the year ended November 30, 1996 were $2,353,732 compared
with $2,186,555 for fiscal 1995.  The provision for losses for the year ended
November 30, 1996 was $450,000 compared with $300,000 for the year ended
November 30, 1995.  While the fair market value of Park View increased during
1996, as determined by an independent appraiser, the Partnership recorded a
$450,000 loss provision for the year ended December 31, 1996 to reflect the
carrying value of the Park View loan at the Discount Payoff Amount.  The
provision for loss in 1995 relates to Park View loan.

Property operating expenses increased slightly to $1,388,362 for the year ended
November 30, 1996 compared with $1,375,079 for fiscal 1995.  The increase is
attributable to higher repairs and maintenance expenses at Bryn Athyn,
partially offset by a decline in repairs and maintenance expenses and real
estate taxes at Chaparosa.  General and administrative expenses increased from
$140,805 for the year ended November 30, 1995 to $160,625 for fiscal 1996.  The
increase is primarily due to higher audit fees, engineering consulting fees,
and partnership administrative expenses in the 1996 period, partially offset by
lower legal fees.

1995 versus 1994

Partnership operations for the year ended November 30, 1995 generated net
income of $1,188,552 compared with net income of $452,116 for fiscal 1994. The
increase is primarily attributable to a reduction in provision for losses,
discussed below.

Rental income totaled $2,431,302 for the year ended November 30, 1995 compared
with $2,294,509 for fiscal 1994.  This increase is mainly attributable to
higher rental rates at both of the Partnership's wholly-owned properties.
Mortgage interest income during fiscal 1995 was unchanged from fiscal 1994.
Interest and other income totaled $100,829 for the fiscal year ended November
30, 1995 compared to $66,385 in fiscal 1994. The increase is the result of the
Partnership earning higher interest rates on its invested cash in 1995 compared
to 1994.

Total expenses for the year ended November 30, 1995 were $2,186,555 compared
with $2,777,424 for fiscal 1994.  The provision for losses was $300,000 for the
year ended November 30, 1995 compared with $937,593 for the year ended November
30, 1994.  The provision for losses relates to the difference between the
carrying amount of the Partnership's loans, including deferred interest
receivable, and the fair market value of the properties, as determined by an
independent appraisal conducted in November 1995 and 1994.

Property operating expenses totaled $1,375,079 for the year ended November 30,
1995 compared with $1,314,991 for fiscal 1994.  The increase is primarily due
to the expenses incurred at the Bryn Athyn property for additional plumbing
expenses as a result of the leaking plastic water pipes.  These costs were
largely recovered through a settlement with the Plumbing Claims Group.  See
Note 4 to the Financial Statements for additional information regarding the
settlement  The increase can also be attributed to higher rental administration
expenses at Bryn Athyn and increased real estate taxes at Chaparosa due to a
higher assessment. Partially offsetting these increases was a reduction in
repairs and maintenance expenses at Chaparosa.  In 1994, the Partnership
incurred higher expenses to repair breaks in Chaparosa's sewer lines.

For the years ended November 30, 1996, 1995 and 1994, average occupancy levels
at the Partnership's two properties and at the properties securing the
Partnership's equity participating loans were as follows:

Real Estate Investments                  1996    1995   1994
-------------------------------------------------------------
Bryn Athyn Apartments                     97%     96%     97%
Chaparosa Apartments                      97%     97%     95%
-------------------------------------------------------------

Mortgage Loan Investments:
-------------------------------------------------------------
Oaktree Village                           96%     96%     95%
Park View Village                         97%     95%     95%
-------------------------------------------------------------

Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1996, which is filed as an exhibit under
Item 14.  Supplementary Data is incorporated by reference to pages F- 1 to F-3
of this report.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.












                               PART III

Item 10.  Directors and Executive Officers of the Registrant

The Registrant has no officers or directors.  RPI Services and ConAm Services,
the co-General Partners of the Registrant, jointly manage and control the
affairs of the Registrant and have general responsibility and authority in all
matters affecting its business.

RPI Services (formerly Hutton Real Estate Services VI, Inc.) is a Delaware
Corporation formed on August 2, 1982, and is an affiliate of Lehman Brothers,
Inc. ("Lehman").  See the section captioned "Certain Matters Involving
Affiliates of RPI Services" for a description of Hutton's acquisition by
Shearson Lehman Brothers, Inc. ("Shearson") and the subsequent sale of certain
of Shearson's domestic retail brokerage and asset management businesses to
Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"), which resulted
in a change in the general partner's name.

Certain officers and directors of RPI Services are now serving (or in the past
have served) as officers or directors of entities which act as general partners
of a number of real estate limited partnerships which have sought protection
under the provisions of the Federal Bankruptcy Code.  The partnerships which
have filed bankruptcy petitions own real estate which has been adversely
affected by the economic conditions in the markets in which the real estate is
located and, consequently, the partnerships sought the protection of the
bankruptcy laws to protect the partnerships' assets from loss through
foreclosure.  The names and positions held by the directors and executive
officers of RPI Services who perform policy making functions for the
Partnership are set forth below.  There are no family relationships between any
executive officers or directors.






                 Name                     Office

                 Paul L. Abbott           Director, President, Chief
                                          Executive Officer and Chief
                                          Financial Officer
                 Donald E. Petrow         Vice President
                 Dave Sclafani            Vice President


Paul L. Abbott, 51, is a Managing Director of Lehman.  Mr. Abbott joined Lehman
in August 1988, and is responsible for investment management of residential,
commercial and retail real estate.  Prior to joining Lehman, Mr. Abbott was a
real estate consultant and a senior officer of a privately held company
specializing in the syndication of private real estate limited partnerships.
From 1974 through 1983, Mr. Abbott was an officer of two life insurance
companies and a director of an insurance agency subsidiary. Mr. Abbott received
his formal education in the undergraduate and graduate schools of Washington
University in St. Louis.

Donald E. Petrow, 40, is a First Vice President of Lehman Brothers Inc. Since
March 1989, he has been responsible for the investment management and
restructuring of various investment portfolios, including but not limited to,
federal insured mortgages, tax exempt bonds, multifamily and commercial real
estate.  From November 1981 to February 1989, Mr. Petrow, as Vice President of
Lehman, was involved in investment banking activities relating to partnership
finance and acquisitions.  Prior to joining Lehman, Mr. Petrow was employed in
accounting and equipment leasing firms.  Mr. Petrow holds a B.S. Degree in
accounting from Saint Peters College and an M.B.A in Finance from Pace
University.

David Sclafani, 24, is an Associate of Lehman Brothers Inc.  Mr. Sclafani
joined Lehman Brothers in March 1996 and is responsible for the investment
management and restructuring of various limited partnerships holding multi-
family real estate.  Prior to joining Lehman Brothers, Mr. Sclafani worked in
the real estate finance department of a major foreign bank managing performing
and non-performing loans.  Mr. Sclafani holds a B.S. Degree in Finance from
Siena College in Loudonville, N.Y.


ConAm Services

ConAm Services is a California limited partnership organized on August 30,
1982.  The sole general partner of ConAm Services is Continental American
Development, Inc. ("ConAm Development").  The names and positions held by the
directors and executive officers of ConAm Development are set forth below.
There are no family relationships between any officers or directors.

                 Name                     Office

                 Daniel J. Epstein        President and Director
                 E. Scott Dupree          Vice President/Director
                 Robert J. Svatos         Vice President/Director
                 Ralph W. Tilley          Vice President
                 J. Bradley Forrester     Vice President

Daniel J. Epstein, 57, has been the President and a Director of ConAm
Development and ConAm Management (or its predecessor firm) and a general
partner of Continental American Properties, Ltd. ("ConAm"), an affiliate of
ConAm Services, since their inception.  Prior to that time Mr. Epstein was Vice
President and a Director of American Housing Guild, which he joined in 1969. At
American Housing Guild, he was responsible for the formation of the
Multi-Family Division and directed its development and property management
activities.  Mr. Epstein holds a Bachelor of Science degree in Engineering from
the University of Southern California.

E. Scott Dupree, 46, is a Senior Vice President and general counsel of ConAm
Management responsible for negotiation, documentation, review and closing of
acquisition, sale and financing proposals.  Mr. Dupree also acts as principal
legal advisor on general legal matters ranging from issues and contracts
involving the management company to supervision of litigation and employment
issues.  Prior to joining ConAm Management in 1985, he was corporate counsel to
Trusthouse Forte, Inc., a major international hotel and restaurant corporation.
Mr. Dupree holds a B.A. from United States International University and a Juris
Doctorate degree from the University of San Diego.

Robert J. Svatos, 38, is a Senior Vice President and is the Chief Financial
Officer of ConAm Management since 1988.  His responsibilities include the
accounting, treasury and data processing functions of the organization. Prior
to joining ConAm Management in 1988, he was the Chief Financial Officer for
AmeriStar Financial Corporation, a nationwide mortgage banking firm.  Mr.
Svatos holds an M.B.A. in Finance from the University of San Diego and a
Bachelor's of Science degree in Accounting from the University of Illinois. He
is a Certified Public Accountant.

Ralph W. Tilley, 42, is a Senior Vice President and Treasurer of ConAm
Management.  He is responsible for the financial aspects of syndications and
acquisitions, the company's asset management portfolio and risk management
activities.  Prior to joining ConAm Management in 1980, he was a senior
accountant with KPMG Peat Marwick, specializing in real estate.  He holds a
Bachelor's of Science degree in Accounting from San Diego State University and
is a Certified Public Accountant.

J. Bradley Forrester, 39, currently serves as an Executive Vice President of
ConAm Management Corporation.  He is responsible for property acquisition and
disposition on a nationwide basis.  Additionally, he is involved with the
company's real estate development activities.  Prior to joining ConAm, Mr.
Forrester served as Senior Vice President - Commercial Real Estate for First
Nationwide Bank in San Francisco, where he was responsible for a $2 billion
problem asset portfolio including bank-owned real estate and non-performing
commercial real estate loans.  His past experience includes significant
involvement in real estate development and finance, property acquisitions and
dispositions and owner's representation matters.  Prior to entering the real
estate profession, he worked for KPMG Peat Marwick in Dallas, Texas.  Mr.
Forrester holds a Bachelor of Science degree in Accounting from Louisiana State
University.  He received his CPA certification in the state of Texas.

Certain Matters Involving Affiliates of RPI Services

On July 31, 1993, Shearson sold certain of its domestic retail brokerage and
asset management businesses to Smith Barney.  Subsequent to the sale, Shearson
changed its name to "Lehman Brothers Inc.".  The transaction did not affect the
ownership of the Partnership's General Partners.  However, the assets acquired
by Smith Barney included the name "Hutton." Consequently, the Hutton Real
Estate Services VI, Inc. general partner changed its name to "RPI Real Estate
Services, Inc.," and the Hutton Group changed its name to "LB I Group Inc."  to
delete any reference to "Hutton."


Item 11.  Executive Compensation

Neither of the General Partners nor any of their directors or executive
officers received any compensation from the Registrant.  See Item 13 below with
respect to a description of certain costs of the General Partners and their
affiliates reimbursed by the Registrant.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of November 30, 1996, no person was known by the Registrant to be the
beneficial owner of more than five percent of the Units of the Registrant.
Neither of the General Partners nor any of their directors or executive
officers owns any Units.


Item 13.  Certain Relationships and Related Transactions

RPI Services and ConAm Services each received $50,784 as its allocable share of
Net Cash from Operations with respect to the fiscal year ended November 30,
1996, pursuant to the Certificate and Agreement of Limited Partnership of
Registrant.  Pursuant to the Certificate and Agreement of Limited Partnership
of Registrant, for the fiscal year ended November 30, 1996, $98,234 of the
Registrant's income was allocated to the General Partners ($49,117 to RPI
Services and $49,117 to ConAm Services).  For a description of the share of Net
Cash from Operations and the allocation of income and loss to which the General
Partners are entitled, reference is made to the material contained on pages 76
through 78 of the Prospectus of the Registrant dated June 24, 1983 (the
"Prospectus"), contained in Amendment No. 3 to Registrant's Registration
Statement No. 2-79116, under the section captioned "Profit and Losses and Cash
Distributions," which section is incorporated herein by reference thereto.

The Registrant has entered into property management agreements with ConAm
Management pursuant to which ConAm Management has assumed direct responsibility
for day to day management of the Bryn Athyn Apartments and Chaparosa
Apartments.  The services include the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
etc.  For such services, ConAm Management is entitled to receive a property
management fee as described on page 33 of the Prospectus under the caption,
"Investment Objectives and Policies - Management of Properties," which
description is herein incorporated by reference.  A summary of property
management fees earned by ConAm Management during the past three fiscal years
is incorporated herein by reference to Note 6 to the Financial Statements
included in the Partnership's Annual Report to Unitholders for the fiscal year
ended November 30, 1996, which is filed as an exhibit under Item 14.

Southridge, the owner of Oaktree and Park View has entered into property
management agreements with ConAm Management pursuant to which ConAm Management
has assumed direct responsibility for day to day management of the Southridge
properties subject to the Southridge loans and, prior to January 31, 1992, the
Chaparosa loan.  For such services, during the twelve months ended November 30,
1996, ConAm Management earned property management fees aggregating $110,573
from Southridge.

Pursuant to Section 11(g) of Registrant's Certificate and Agreement of Limited
Partnership, the General Partners and affiliates may be reimbursed by the
Registrant for certain of their costs as described on page 14 of the
Prospectus, which description is incorporated herein by reference thereto.
First Data Investor Services Group provides partnership accounting and investor
relations services for the Registrant.  The Registrant's transfer agent and
certain tax reporting services are provided by Service Data Corporation.  Both
First Data Investor Services Group and Service Data Corporation are
unaffiliated companies.  A summary of amounts paid to the General Partners or
their affiliates during the past three fiscal years is incorporated by
reference to Note 6 to the Financial Statements included in the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1996, which
is filed as an exhibit under Item 14.












                               PART IV

Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K

(a)(1)   Financial Statements:                                           Page
                                                                        ------
     Balance Sheets - November 30, 1996 and 1995                          (1)

     Statements of Operations - For the years ended
     November 30, 1996, 1995 and 1994                                     (1)

     Statements of Partners' Capital - For the years ended

     November 30, 1996, 1995 and 1994                                     (1)

     Statements of Cash Flows - For the years ended

     November 30, 1996, 1995 and 1994                                     (1)

     Notes to the Financial Statements                                    (1)

     Report of Independent Accountants                                    (1)

(a)(2)   Financial Statement Schedules:

     Schedule III - Real Estate and Accumulated Depreciation              F-1

     Schedule IV - Mortgage Loans on Real Estate                          F-2

     Report of Independent Accountants                                    F-3


     (1) Incorporated by reference to the Partnership's Annual Report to
     Unitholders for the fiscal year ended November 30, 1996, filed as an
     exhibit under Item 14.


(a)(3)   Exhibits


(4)(A)   Certificate and Agreement of Limited Partnership (included as, and
         incorporated herein by reference to Exhibit A to the Prospectus of
         Registrant dated June 24, 1983, contained in Amendment No. 3 to
         Registration Statement No. 2-79116 of Registrant filed June 21, 1983).

 (B)     Subscription Agreement and Signature Page (included as, and
         incorporated herein by reference to, Exhibit 3.1 to Amendment No. 2
         to Registration Statement No. 2-79116 of Registrant filed
         June 13, 1983).

(10)(A)  Loan Documents (Loan Commitment; Promissory Note; and Mortgage,
         Assignment of Rents and Security Agreement) relating to Oaktree
         Village, between the Registrant and Southridge Partners I, and the
         exhibits thereto (included as, and incorporated herein by reference
         to, Exhibit (10)(A) to the Registrant's Annual Report on Form 10-K for
         the fiscal year ended November 30, 1984 (the "1984 Annual Report")).

(B)      Loan Documents (Loan Commitment; Promissory Note; and Deed of Trust,
         Assignment of Rents and Security Agreement) relating to Chaparosa
         Apartments, between the Registrant and Southridge Partners I, and the
         exhibits thereto (included as, and incorporated herein by reference
         to, Exhibit (10)(B) to the 1984 Annual Report).

(C)      Loan Documents (Loan Commitment; Promissory Note; and Mortgage,
         Assignment of Rents and Security Agreement) relating to Park View
         Village (formerly Park View Estates), between the Registrant and
         Southridge Partners I, and the exhibits thereto (included as, and
         incorporated herein by reference to, Exhibit(10)(C) to the 1984 Annual
         Report).

(D)      Conveyance Documents relating to Chaparosa Apartments dated January
         31, 1992 (included as, and incorporated herein by reference to,
         Exhibit (10)(F) to the Registrant's Annual Report on Form 10-K filed
         on February 27, 1992 for the fiscal year ended November 30, 1991).

(E)      Property Management Agreement between Hutton/ConAm Realty Pension
         Investors and Con Am Management Corporation for the Bryn Athyn
         property (included as, and incorporated herein by reference to,
         Exhibit 10-E to the Registrant's 1993 Annual Report on Form 10-K filed
         on February 28, 1994).

(F)      Property Management Agreement between Hutton/ConAm Realty Pension
         Investors and Con Am Management Corporation for the Chaparosa property
         (included as, and incorporated herein by reference, to Exhibit 10-F to
         the Registrant's 1993 Annual Report on Form 10-K filed on February 28,
         1994).

(G)      Note and Modification Agreement between Southridge Partners I and
         Hutton/ConAm Realty Pension Investors dated November 23, 1993 for Park
         View Village (included as, and incorporated herein by reference to,
         Exhibit 10-G to the Registrant's 1993 Annual Report on Form 10-K filed
         on February 28, 1994).

(H)      Note and Modification Agreement between Southridge Partners I and
         Hutton/ConAm Realty Pension Investors dated November 23, 1993 for
         Oaktree Village (included as, and incorporated herein by reference to,
         Exhibit 10-H to the Registrant's 1993 Annual Report on Form 10-K filed
         on February 28, 1994).

(13)     Annual Report to Unitholders for the fiscal year ended November 30,
         1996.

(27)     Financial Data Schedule

(99)     Portions of the Prospectus of the Registrant dated June 24, 1983
         (included as, and incorporated herein by reference to, Exhibit 28 to
         the Registrant's 1987 Annual Report on Form 10-K for the fiscal year
         ended November 30, 1987).


(b)      Reports on Form 8-K

         On November 26, 1996 the Partnership filed a Form 8-K regarding the
         prospective buyer's execution of its right to terminate the purchase
         agreement for Chaparosa Apartments.

         On February 5, 1997 the Partnership filed a Form 8-K regarding
         the delivery of notice of defaults with respect to the two mortgage
         loans secured by Park View and Oaktree.













                           SIGNATURES

Pursuant  to  the  requirements of Section 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:  February 28, 1997
                         HUTTON/CONAM REALTY PENSION INVESTORS

                         BY:    RPI Real Estate Services, Inc.
                                General Partner






                         BY: /S/   Paul L. Abbott
                         Name:  Paul L. Abbott
                         Title: Director, President,
                                Chief Executive Officer
                                and Chief Financial Officer







                         BY:    ConAm Property Services III, Ltd.
                                General Partner
                

                         BY:    Continental American Development, Inc.
                                General Partner






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


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



                         RPI REAL ESTATE SERVICES, INC.
                         A General Partner





Date:  February 28, 1997
                        BY: /S/  Paul L. Abbott
                             Paul L. Abbott
                             Director, President,
                             Chief Executive Officer
                             and Chief Financial Officer





Date:  February 28, 1997
                        BY: /S/  Donald E. Petrow
                             Donald E. Petrow
                             Vice President





Date:  February 28, 1997
                        BY: /S/  David Sclafani
                             David Sclafani
                             Vice President



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

                         CONAM PROPERTY SERVICES III, LTD.
                         A General Partner

                         By:  Continental American Development, Inc.
                              General Partner




Date:  February 28, 1997
                        BY: /S/  Daniel J. Epstein
                             Daniel J. Epstein
                             Director, President and
                             Principal Executive Officer
     


Date:  February 28, 1997
                        BY: /S/  E. Scott Dupree
                             E. Scott Dupree
                             Vice President/Director




Date:  February 28, 1997
                        BY: /S/  Robert J. Svatos
                             Robert J. Svatos
                             Vice President/Director




Date:  February 28, 1997
                        BY: /S/  Ralph W, Tilley
                             Ralph W. Tilley
                             Vice President




Date:  February 28, 1997
                        BY: /S/  J. Bradley Forrester
                             J. Bradley Forrester
                             Vice President