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, 1997

                                       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

                         CONAM REALTY PENSION INVESTORS
                               formerly known as
                     HUTTON/CONAM REALTY PENSION INVESTORS
             (Exact name of registrant as specified in its charter)
                                

      New York                      0-13330                 11-2673854
State or other jurisdiction        Commission              IRS Employer
  of incorporation                 File Number           Identification No.

1764 San Diego Avenue
San Diego, CA  92110 Attn.: Robert J. Svatos                92110-1906
Address of principal executive offices                       Zip Code

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

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 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, 1997.






                                PART I

Item 1.  Business

(a) General Description of Business and Objectives

This Form 10-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Actual Results could differ materially from those
projected in or contemplated by the forward-looking statements as a result of a
number of factors, including those identified herein.

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 participating 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, Chaparosa 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 I, ("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 conditional 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 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.

Distribution of income is the Partnership's objective during its operational
phase, while preservation and appreciation of 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
investment 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 investment and the property securing the
Partnership's outstanding mortgage loan 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 Partnership
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 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
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 property 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,
Tibbetts, and 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.

Item 2.  Properties

Below is a description of Oaktree Village, which is owned by the Partnership,
and Park View, which secures the Partnership's remaining mortgage loan, and a
discussion of current market conditions in 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
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.  The
appraised value of the Partnership's real estate investment is incorporated by
reference to the Partnership's Annual Report to Unitholders for the fiscal year
ended November 30, 1997.  Average occupancy rates at each property are
incorporated by reference to Item 7.

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 96% as of the fourth quarter of 1997. Given the
strong market conditions, several apartment projects are in the planning or
construction phase.  During 1997, 2,791 new units were permitted for
construction with an additional 2,000 units permitted to be built in 1998. This
new construction is expected to soften the market by outpacing population and
job growth and will continue to affect the region for the next several months,
as new units become available.  While vacancy rates remained low in 1997, the
use of rental concessions in the Jacksonville submarket has recently increased
to attract and retain tenants in anticipation of the new competition.

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 99% as of November 30, 1997,
slightly above 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.
During 1997 the Partnership initiated a renovation project that includes
replacement of balconies, replacing wood siding with vinyl, stair replacement
where required and a complete exterior painting.  The renovation project is
scheduled to be completed by the third quarter of 1998 at an estimated
aggregate cost of $400,000.

Item 3.  Legal Proceedings

The Partnership 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, 1997, 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, 1997, the number of Unitholders of record was 5,251.

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
Partner 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 its public 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, 1997, which
is filed as an exhibit under Item 14. Reference is made to Item 7 for a
discussion of the General Partner's 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, 1997, 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, 1997, the Partnership's investment portfolio consisted of: (1)
a mortgage loan funded to Southridge Partners I ("Southridge") which is secured
by Park View Village, an apartment property; and (2) an apartment property,
Oaktree Village, which was acquired by the Partnership on September 19, 1997 in
lieu of foreclosure.  As discussed below, the Partnership completed the sales
of Chaparosa Apartments on August 6, 1997, and Bryn Athyn Apartments on
September 22, 1997.

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, it was determined that it is in the best interest of the
Partnership to attempt to sell its remaining properties over the next few
years.  In keeping with this objective, on August 6, 1997, the Partnership
closed on the sale of Chaparosa Apartments.  The property sold for net sales
proceeds of $5,689,996 to Apple Residential Income Trust, Inc., which is
unaffiliated with the Partnership.  In addition, on September 22, 1997 the
Partnership sold Bryn Athyn to SCA North Carolina Limited Partnership, which is
unaffiliated with the Partnership, for net sales proceeds of $8,886,566.  Both
selling prices were determined by arm's length negotiations between the
Partnership and the respective buyers.

As a result of these sales, on October 31, 1997, the Partnership paid a special
cash distribution in the amount of $150.00 per Unit which represented
substantially all of the net proceeds from the sales.  The General Partners
also declared a cash distribution of $2.50 per Unit for the quarter ended
November 30, 1997 which was paid to the limited partners on January 15, 1998.
Including these distributions, cumulative cash distributions total $660.68 per
original $500 Unit.  Future quarterly cash distributions from operations may be
reduced, or suspended, to reflect the corresponding reduction in the
Partnership's cash flow as a result of the sales of Chaparosa and Bryn Athyn.
Additionally, future cash distributions will now be dependent on the operations
of Oaktree Village which, as discussed below, was deeded to the Partnership by
the borrower in September 1997, and the Partnership's mortgage loan investment
in Park View Village, the terms of which were modified, as detailed below.  In
addition, the Partnership is aware that Southridge is attempting to refinance
the Park View property with an unaffiliated lender.

On January 22, 1997, the Partnership delivered notice of default to Southridge
with respect to the Partnership's loans on Park View Village and Oaktree
Village (the "Loans").  The Partnership indicated, among other things, that the
Loans were in default due to, without limitation, the failure of Southridge to
make:  i) the payment of minimum interest due on January 1, 1997; ii) the
required monthly deferred minimum interest payments during 1996 and; iii) the
required contingent interest payments for the first three quarters of 1996 as
required by each of the loan documents.  Additionally, the Partnership
indicated that the Loans were in default due to Southridge's failure to
adequately maintain, preserve and protect the condition of Park View Village
and Oaktree Village.  The Partnership demanded payment of the amounts due from
Southridge with respect to each of the Loans, however, the Partnership did not
accelerate payment of the outstanding balance of the Loans.

On February 21, 1997, the Partnership executed a Letter of Intent ("LOI") with
Southridge, whereby Southridge's default on the Loans would be resolved.  The
LOI called for the borrower to deed over Oaktree Village to the Partnership and
modify the terms of the Park View Village note.  On September 19, 1997,
definitive agreements consistent with the terms of the LOI were signed.  As a
result, Oaktree Village was deeded to the Partnership.  Oaktree's appraised
value as of November 30, 1996, as determined by an independent appraisal, was
$5.7 million.  The Park View Village note was modified to provide for an
extension of the maturity date to June 30, 1999, the deferral of debt service
payments for the lesser of twelve months commencing January 1, 1997, or until a
capital improvement reserve account is fully funded with an agreed upon amount,
and the inclusion of a discounted payoff option for the borrower during the
extension periods.  The payoff option enables the borrower to pay off the $5.2
million outstanding principal balance of the Park View Village note and any
accrued interest, which totaled approximately $2.3 million at November 30,
1997, for $5.65 million.

Effective December 1, 1996, the Park View Village and Oaktree Village notes
receivable were placed on non-accrual status.  The Partnership did not receive
interest payments in the amount of $727,353 that were due from Southridge with
respect to the loans on Park View Village and Oaktree Village during fiscal
1997.

At November 30, 1997, the Partnership had cash and cash equivalents of
$1,029,577 which were invested in unaffiliated money market funds, compared
with $1,818,059 at November 30, 1996.  The decrease is primarily attributable
to cash distributions paid by the Partnership in 1997, the decline in rental
income due to the sale of Chaparosa and Bryn Athyn and the reduction in
interest income relating to the Partnership's mortgage loan investments.  Net
cash provided by operating activities also declined as a result of the
Partnership not receiving interest payments in 1997 from Southridge with
respect to the Park View and Oaktree loans.

Interest receivable, net of valuation allowance, declined from $1,674,100 at
November 30, 1996 to $449,350 at November 30, 1997.  The decrease is primarily
attributable to the foreclosure on the Oaktree loan ,which eliminated interest
receivable relating to the Oaktree loan.

Distribution Payable decreased from $507,842 at November 30, 1996 to $253,921
at November 30, 1997.  The decrease is due to the General Partner's decision to
reduce cash distributions due to the decrease in cash flow generated from the
Partnership's mortgage loan investments and to reflect declining cash flow as a
result of property sales.

Accounts payable and accrued expenses declined from $263,985 at November 30,
1996, to $183,988 at November 30, 1997.  The decrease is primarily attributable
to the decrease in real estate tax accruals resulting from the sales of Bryn
Athyn and Chaparosa.

Results of Operations

1997 versus 1996

Partnership operations for the year ended November 30, 1997 generated net
income of $7,222,388 compared with net income of $1,697,893 for fiscal 1996.
The increase in net income is primarily due to the net gain of $1,718,692
recognized from the sale of Chaparosa and the net gain of $4,651,799 recognized
from the sale of Bryn Athyn, partially offset by lower rental revenues in 1997
as a result of these sales.  Excluding the gains on the sales of Chaparosa and
Bryn Athyn, the Partnership generated income from operations of $851,898 for
the fiscal year ended November 30, 1997.

Rental income totaled $2,244,670 for the fiscal year ended November 30, 1997
compared with $2,573,226 for fiscal 1996.  The decrease is primarily
attributable to the sales of Chaparosa and Bryn Athyn.  Mortgage interest
income during fiscal 1997 declined from fiscal 1996 due to the non-accrual of
interest income in fiscal 1997.  The Partnership did not recognize a recovery
of valuation allowance in 1997 as compared to a recovery of valuation allowance
of $550,000 on the Oaktree loan during 1996.  The recovery of valuation
allowance in 1996 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 $203,285 for the fiscal year ended November
30, 1997 compared to $85,423 in fiscal 1996. The increase is due to the
Partnership maintaining higher average cash balances in 1997 compared to 1996,
primarily due to the previously undistributed sales proceeds from the Chaparosa
and Bryn Athyn sales.

Total expenses for the year ended November 30, 1997 were $1,614,954 compared
with $2,353,732 for fiscal 1996.  The provision for losses for the year ended
November 30, 1997 was $0 compared with $450,000 for the year ended November 30,
1996.  The decrease is attributable to the Park View Village note being placed
on non-accrual status effective December 1, 1996. 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.

Property operating expenses decreased slightly to $1,329,354 for the year ended
November 30, 1997, compared with $1,388,362 for fiscal 1996.  The decrease was
a result of the sales of Bryn Athyn and Chaparosa Apartments during fiscal 1997
and a reduction in repairs and maintenance expenses relating to Bryn Athyn and
Chaparosa Apartments during fiscal 1997 prior to being sold.  This decrease was
partially offset by an increase in property operating expenses related to the
Partnership's ownership of Oaktree Village Apartments after the foreclosure in
September 1997.

General and administrative expenses increased from $160,625 for the year ended
November 30, 1996 to $215,461 for fiscal 1997.  The increase is primarily due
to higher legal fees, engineering consulting fees, and partnership
administrative expenses in the 1997 period.  During the 1997 period, certain
expenses incurred by RPI, its affiliates, and an unaffiliated third party
service provider in servicing the Partnership, which were voluntarily absorbed
by affiliates of RPI in prior periods, were reimbursable to RPI and their
affiliates.

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 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 was related to the 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.

For the years ended November 30, 1997, 1996 and 1995, average occupancy levels
at the Partnership's properties and at the properties securing the
Partnership's equity participating loans were as follows:

Investments in Real Estate                1997    1996   1995

Properties:
  Oaktree Village Apartments              93%     96%    96%
  Bryn Athyn Apartments                   _       97%    96%
  Chaparosa Apartments                    _       97%    97%

Mortgage Loan Investments:

  Park View Village                       99%     97%    95%

New Accounting Pronouncements

The Financial Accounting Standards Board also issued SFAS No. 129, "Disclosure
of Information about Capital Structure," SFAS No. 130, "Reporting Comprehensive
Income," and SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information."  These statements, which are effective for fiscal years
beginning after December 15, 1997, expand or modify disclosures and,
accordingly, will have no impact on the Partnership's reported financial
position, results of operations or cash flows.

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

Effective December 1, 1997, the Partnership advised Coopers & Lybrand L.L.P.
that it was changing accounting firms and engaged KPMG Peat Marwick LLP.

Coopers & Lybrand L.L.P.'s report on the financial statements for the years
ended December 31, 1996 and December 31, 1995 contained no adverse opinion or
disclaimer of opinion and was not qualified as to uncertainty, audit scope or
accounting principles. There have been no disagreements with Coopers & Lybrand
L.L.P. on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope procedure.

The decision to change accountants was approved by ConAm Property Services III,
Ltd. and RPI Real Estate Services, Inc., the General Partners of the
Partnership at that time.


                               PART III

Item 10.  Directors and Executive Officers of the Registrant

The Partnership has no officers or directors.  CPS III, the General Partner of
the Partnership, manages and controls the affairs of the Partnership and has
general responsibility and authority in all matters affecting its business.

CPS III is a California limited partnership organized on August 30, 1982. The
sole general partner of CPS III 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 and Director
                 Robert J. Svatos              Vice President and Director
                 Ralph W. Tilley               Vice President
                 J. Bradley Forrester          Vice President

Daniel J. Epstein, 58, has been the President and a Director of ConAm
Development. and a general partner of Continental American Properties, Ltd.
("ConAm"), an affiliate of ConAm Services, since their inception.  He is also
Chairman and Chief Executive Officer of ConAm Management.  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, 47, 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, 39, 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, 43, 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 LLP, 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, 40, is the President of ConAm Management.  He is
currently responsible for overseeing all aspects of the operations of the firm.
His primary focus is on new business related activities including property
acquisitions, property development and rehabilitation, and the acquisition of
other property management companies.  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 LLP 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.

Item 11.  Executive Compensation

Neither the General Partner nor any of its directors or executive officers
received any compensation from the Partnership.  See Item 13 below with respect
to a description of certain costs of the General Partner reimbursed by the
Partnership.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of November 30, 1997, no person was known by the Partnership to be the
beneficial owner of more than five percent of the Units of the Partnership.
Neither the General Partner nor any of its directors or executive officers owns
any Units.

Item 13.  Certain Relationships and Related Transactions

RPI and CPS III received a total of $196,981 as the General Partners' allocable
share of Net Cash from Operations and net sales proceeds with respect to the
fiscal year ended November 30, 1997, pursuant to the Certificate and Agreement
of Limited Partnership of the Partnership. Pursuant to the Certificate and
Agreement of Limited Partnership of the Partnership, for the fiscal year ended
November 30, 1997, $109,105 of the Partnership's income was allocated to RPI
and CPS III.  For a description of the share of Net Cash from Operations and
the allocation of income and loss to which the General Partner and former
co-General Partner are entitled, reference is made to 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.

The Partnership has entered into a property management agreement with ConAm
Management pursuant to which ConAm Management has assumed direct responsibility
for day to day management of Oaktree Village.  The services include the
supervision of leasing, rent collection, maintenance, budgeting, employment of
personnel, payment of operating expenses, strategic asset management, etc.  For
such services, ConAm Management is entitled to receive a property management
fee equal to 5% of gross revenues.  A summary of property management fees
earned by ConAm Management during the past three fiscal years is incorporated
herein by reference to 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.

Southridge, the owner of Park View, has entered into a property management
agreement with ConAm Management pursuant to which ConAm Management has assumed
direct responsibility for day to day management of Park View Village.  For such
services, during the twelve months ended November 30, 1997, ConAm Management
earned property management fees aggregating $98,130 from Southridge.

Pursuant to Section 11(g) of Registrant's Certificate and Agreement of Limited
Partnership, the General Partner may be reimbursed by the Partnership for
certain of its costs.  A summary of amounts paid to the General Partners or
their affiliates during the past three fiscal years is incorporated by
reference to 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. PART IV

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

(a)(1)    Financial Statements:                                         Page

  Balance Sheets - November 30, 1997 and 1996 .........................  (1)
  Statements of Operations - For the years ended
    November 30, 1997, 1996 and 1995 ..................................  (1)
  Statements of Partners' Capital - For the years ended
    November 30,1997, 1996 and 1995 ...................................  (1)
  Statements of Cash Flows - For the years ended
    November 30, 1997, 1996 and 1995 ..................................  (1)
  Notes to the Financial Statements ...................................  (1)
  Independent Auditors' Report ........................................  (1)
  Report of Former Independent Accountants ............................  (1)

 (a)(2) Financial Statement Schedule:

        Schedule III - Real Estate and Accumulated Depreciation .......  F-1

        Independent Auditors' Report ..................................  F-2

        Report of Former Independent Accountants ......................  F-3

    (1) Incorporated by reference to the Partnership's Annual Report to
        Unitholders for the fiscal year ended November 30, 1997, 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, 1997.

   (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 December 1, 1997, the Partnership filed a Form 8-K reporting
        the change in Partnership's Certifying Accountants.

        On August 15, 1997, the Partnership filed a Form 8-K disclosing the
        sale of Chaparosa Apartments.





                                   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:  March 2, 1998


                             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


Date:  March 2, 1998
                             BY:    /s/  E. Scott Dupree
                                    E. Scott Dupree
                                    Vice President and Director




Date:  March 2, 1998
                             BY:    /s/  Robert J. Svatos
                                    Robert J. Svatos
                                    Vice President and Director




Date:  March 2, 1998
                             BY:    /s/  Ralph W. Tilley
                                    Ralph W. Tilley
                                    Vice President




Date:  March 2, 1998
                             BY:    /s/  J. Bradley Forrester
                                    J. Bradley Forrester
                                    Vice President