United States Securities and Exchange Commission
                             Washington, D.C. 20549
                                
                                   FORM 10-Q
                                
(Mark One)
    X              Quarterly Report Pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934

                 For the Quarterly Period Ended August 31, 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 of            I.R.S. Employer Identificatoin No.
Incorporation or Organization


3 World Financial Center, 29th Floor,                      10285
New York, NY    Attn: Andre Anderson                     Zip Code
Address of Principal Executive Offices


                                 (212) 526-3237
               Registrant's Telephone Number, Including Area Code
                                




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 ____
                                






Balance Sheets                                          August 31,  November 30,
                                                             1996          1995
Assets
Investments in real estate:
  Properties                                           $5,809,785   $10,450,002
  Less accumulated depreciation                        (1,525,124)   (1,906,839)
  Mortgage loan investments                             9,675,900     9,675,900
                                                       13,960,561    18,219,063
Property held for disposition                           4,010,003             _
Cash and cash equivalents                               1,806,921     1,979,963
Interest receivable- deferred, net of accumulated
 provision for losses of $2,245,176 in 1996 and 1995    1,574,100     1,574,100
Other assets                                               49,827        45,360
        Total Assets                                  $21,401,412   $21,818,486

Liabilities and Partners' Capital
Liabilities:
  Distribution payable                                  $ 507,842      $507,842
  Accounts payable and accrued expenses                   189,967       251,316
  Due to general partners and affiliates                   31,854        28,664
  Deferred income- loan modification fees                  24,925        40,318
  Security deposits                                        68,000        66,052
        Total Liabilities                                 822,588       894,192
Partners' Capital:
  General Partners                                        271,518       277,831
  Limited Partners                                     20,307,306    20,646,463
        Total Partners' Capital                        20,578,824    20,924,294
        Total Liabilities and Partners' Capital       $21,401,412   $21,818,486






Statement of Partners' Capital
For the nine months ended August 31, 1996
                                            Limited       General
                                           Partners      Partners         Total
Balance at December 1, 1995              $20,646,463     $277,831   $20,924,294
Net income                                 1,108,193       69,863     1,178,056
Cash distributions                        (1,447,350)     (76,176)   (1,523,526)
Balance at August 31, 1996               $20,307,306     $271,518   $20,578,824






Statements of Operations
                                   Three months ended        Nine months ended
                                       August 31,                August 31,
                                   1996         1995         1996         1995
Income
Rental                         $658,486     $618,336   $1,909,420   $1,805,996
Mortgage interest               205,613      205,613      616,839      616,839
Interest                         20,634       25,026       64,787       76,615
Loan modification fees            5,131        5,131       15,393       15,393
        Total Income            889,864      854,106    2,606,439    2,514,843
Expenses
Property operating              388,963      308,443    1,031,201      990,102
Depreciation                     88,671       92,668      274,006      278,003
General and administrative       47,959       52,052      123,176      113,273
        Total Expenses          525,593      453,163    1,428,383    1,381,378
        Net Income             $364,271     $400,943   $1,178,056   $1,133,465
Net Income Allocated:
To the General Partners         $21,760      $23,753      $69,863      $67,793
To the Limited Partners         342,511      377,190    1,108,193    1,065,672
                               $364,271     $400,943   $1,178,056   $1,133,465
Per limited partnership unit
(96,490 outstanding)              $3.55        $3.91       $11.49       $11.04




Statements of Cash Flows
For the nine months ended August 31,                         1996         1995
Cash Flows From Operating Activities:
Net income                                             $1,178,056   $1,133,465
Adjustments to reconcile net income to net cash
provided by operating activities:
   Depreciation                                           274,006      278,003
   Deferred income- loan modification fees                (15,393)     (15,393)
   Increase (decrease) in cash arising from changes in
   operating assets and liabilities:
        Other assets                                       (4,467)       9,017
        Accounts payable and accrued expenses             (61,349)     (38,406)
        Due to general partners and affiliates              3,190       12,590
        Security deposits                                   1,948        6,899
Net cash provided by operating activities               1,375,991    1,386,175

Cash Flows From Investing Activities:
Additions to real estate                                  (25,507)           _
Net cash used for investing activities                    (25,507)           _

Cash Flows From Financing Activities:
Distributions                                          (1,523,526)  (1,523,526)
Net cash used for financing activities                 (1,523,526)  (1,523,526)

Net decrease in cash and cash equivalents                (173,042)    (137,351)
Cash and cash equivalents, beginning of period          1,979,963    2,131,720
Cash and cash equivalents, end of period               $1,806,921   $1,994,369










Notes to the Financial Statements

The unaudited interim financial statements should be read in
conjunction with the Partnership's annual 1995 audited financial
statements within Form 10-K.

The unaudited interim financial statements include all
adjustments which are, in the opinion of management, necessary to
present a fair statement of financial position as of August 31, 1996
and the results of operations and cash flows for the nine
months ended August 31, 1996 and 1995 and the statement of
partners' capital for the nine months ended August 31, 1996.
Results of operations for the periods are not necessarily
indicative of the results to be expected for the full year.

The following significant event has occurred subsequent to fiscal
year 1995 which requires disclosure in this interim report per
Regulation S-X, Rule 10-01, Paragraph (a)(5):

Effective December 1, 1995, the Partnership adopted Statement of
Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan"("FAS 114"), as amended by Statement of
Accounting Standards No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures", which
states that a loan is considered impaired and a provision for
credit losses is required if it is probable that all amounts of
principal and interest due will not be collected.  The
measurement of impaired loans is generally based on the present
value of expected future cash flows discounted at the loan's
effective interest rate, except that collateral dependent loans
are measured for impairment based on the observable market value
or fair value of the collateral less estimated selling costs.
The Partnership considers its mortgage loan investments
collateral dependent.  The adoption of FAS 114 had no impact on
the financial statements.

Sale of Property:

On September 26, 1996, the Partnership executed an agreement
for the purchase and sale of Chaparosa Apartments (the "Property")
with an institutional investor (the "Buyer").  The estimated sales
price of the Property is $5,989,100 and was determined by arms length
negotiations between the Partnership and the Buyer. The General
Partners expect to close on the sale of the Property in November 1996
following the completion of the Buyer's due diligence period.  The
Buyer has several opportunities to cancel the transaction during this
due diligence period, as is customary, and there is no guarantee that
the sale will close.









Part I, Item 2.  Management's Discussion and Analysis of
        Financial Condition and Results of Operations

The Partnership's investment portfolio consists of:  (1) two
mortgage loans funded to Southridge Partners I which are secured
by two apartment properties, Park View Village and Oaktree
Village; and (2) two apartment properties, Bryn Athyn Apartments
and Chaparosa Apartments, which were acquired by the Partnership
on July 14, 1989 and January 31, 1992, respectively.

Liquidity and Capital Resources
At August 31, 1996, the Partnership had cash and cash equivalents
of $1,806,921 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 the first nine months of fiscal 1996.

On September 26, 1996, the General Partners signed a purchase and sale
agreement with an institutional investor for the sale of Chaparosa
Apartments in Irving, Texas.  The estimated sales price of the
property is $5,989,100.  The General Partners expect to close the
transaction in November of this year following the completion of the
buyer's due diligence period.  While the General Partners believe that
the sale will be completed, the buyer has several opportunities to
cancel the transaction during this due diligence period, as is
customary.  Accordingly, there is no guarantee that the sale will
close.  Should the sale close as expected, the General Partners intend
to make a return of capital distribution to the limited partners with
the proceeds.

The General Partners pursued a settlement agreement with the
Plumbing Claims Group regarding the polybutelene water pipes used
in the construction of the Bryn Athyn property.  The pipes, which
were determined to be defective, resulted in significant leaks
and required a replumbing of the entire property.  The General
Partners signed a settlement agreement during the third quarter
of 1995 which required the Plumbing Claims Group to cover the
cost of replumbing the property's interior units, up to a limit
of $379,000, as well as 40% of the expense in replumbing the
exterior.  The replumbing of the property began in late October
and was completed during the second quarter of 1996.  Total costs
have been $396,781 of which $386,927 has been reimbursed by the
Plumbing Claims Group thus far.

Throughout 1996, the General Partners initiated improvement work and
routine repairs at Chaparosa Apartments and Bryn Athyn Apartments to
upgrade the properties.  During the third quarter of 1996, painting
work at Bryn Athyn was completed.  Hurricane Fran also necessitated
additional repair work at Bryn Athyn when it passed through the
Raleigh area in early September.  The storm caused damage to the areas
around the units creating debris and minor retaining wall damage.  It
is not expected that the cleanup and repair costs stemming from the
storm will be significant.

During the second quarter of 1996, the borrower requested
modifications to the terms of its loans secured by Oaktree
Village and Park View Village.  The Partnership reviewed and
subsequently denied this request, although discussions with the
borrower continue.  Due to their age, Oaktree Village and Park
View Village are likely to need significant funds for maintenance
and capital improvements.  The borrower is current on its debt
obligations, however, there can be no assurance that they will
maintain timely debt service payments to the Partnership in the
future.

The General Partners declared a cash distribution of $5.00 per Unit
for the quarter ended August 31, 1996 which will be paid to investors
on or about October 15, 1996.  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.

Results of Operations
Partnership operations for the three and nine months ended August
31, 1996 generated net income of $364,271 and $1,178,056,
respectively, compared with net income of $400,943 and
$1,133,465, respectively, for the corresponding periods in fiscal
1995.  The decrease in net income for the three month period is
attributable to increased property operating expenses resulting
from the repair work at the properties as discussed above.  Net
income increased for the nine month period as a result of an
increase in rental income, partially offset by an increase in
property operating expenses and general and administrative
expenses.

Rental income for the three and nine months ended August 31, 1996
totaled $658,486 and $1,909,420 respectively, compared with
$618,336 and $1,805,996, respectively, for the corresponding
periods in fiscal 1995.  The increases are primarily
attributable to higher rental rates at the Partnership's two
wholly-owned properties.

Property operating expenses for the three and nine months ended
August 31, 1996 totaled $388,963 and $1,031,201, respectively,
compared with $308,443 and $990,102, respectively, for the
corresponding periods in fiscal 1995.  The increases are
primarily attributable to an increase in repairs and maintenance
and property administrative expenses at Bryn Athyn.  These
increases were partially offset by decreases in repairs and
maintenance and property administrative expenses at Chaparosa.

During the first nine months of fiscal 1996 and 1995, average
occupancy levels at the Partnership's two properties and at the
properties securing the Partnership's equity participating loans
were as follows:


                                 1996      1995
Real Estate Investments:
Bryn Athyn Apartments             96%       96%
Chaparosa Apartments              97%       97%

Mortgage Loan Investments:
Oaktree Village                   96%       94%
Park View Village                 97%       95%







Part II        Other Information

Items 1-5      Not applicable.

Item 6         Exhibits and reports on Form 8-K.

               (a)  Exhibits -

                     (27) Financial Data Schedule

               (b)  Reports on Form 8-K - No reports on Form 8-K
               were filed during the quarter ended August 31, 1996.








                           SIGNATURES

Pursuant to the requirements 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.



                         HUTTON/CONAM REALTY PENSION INVESTORS

                         BY:  RPI REAL ESTATE SERVICES, INC.
                              General Partner



Date: October 15, 1996   BY:  /s/ Paul L. Abbott
                              Director, President, Chief
                              Executive Officer and
                              Chief Financial Officer