FORM 10-Q

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549


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



For the quarter ended March 31, 1998

Commission file number 0-7752

	   CONTINENTAL REAL ESTATE PARTNERS, LTD.    
	(Exact name of Registrant as Specified in its
	Certificate of Limited Partnership)

     Massachusetts     		           04-2523977    
     
(State of organization)		(Internal Revenue Service
					Employer Identification 
					    Number)

    Wood Ridge Road
      Glen Arbor, Michigan     		    49636   
(Address of principal executive		  (Zip code)
   offices)

        (616) 334-5000        
Registrants' telephone number
  Including area code

	                         Not applicable                       
	Former name, former address and former fiscal year,
	if changed since last report.

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 and Exchange Act of 1934 during the preceding 12 months 
(or 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      

The number of limited partnership interests outstanding as of March 
31, 1998:

	Limited partnership units, $500 per unit - 30,004 units
Index

	CONTINENTAL REAL ESTATE PARTNERS, LTD.


                                                                 Page

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Statements of assets, liabilities and partners' capital - 
March 31, 1998 and December 31, 1997	                              3

Statements of operations - quarter ended and nine months 
	ended March 31, 1998 and 1997	                                    4

Statements of changes in partners' capital - nine months
	ended March 31, 1998 and 1997	                                    5

Statements of cash flows - nine months ended 
March 31, 1998 and 1997	                                           6

Notes to financial statements - March 31, 1998	                    7

Report of Independent Certified Public Accountants on 
	Interim Financial Information	                                    8


PART II.  OTHER INFORMATION

Item 6.  Exhibits and reports on Form 8-K	                         9

SIGNATURES	                                                       10













<PAGE>



May 7, 1998




To Our Partners:

This report contains information on the Partnership's operations for the 
first quarter and on the potential sale discussed in our Annual Report.  
Therefore, please read it with care.

For the quarter ended March 31, 1998, the Partnership had a loss of
$52,757, which compared to a year prior loss of $35,237.  On review,
you will note that the primary difference related to an accural for 
real estate taxes which was not accrued last year.  The net cash
flow provided by operating activities was $70,500, and the 
Partnership ended the quarter with $1,292,723 in cash reserves.

As to the potential sale of the Lakeland Mall to the First Baptist
Church, you should know that a change has occurred since the date of
our last report to you.

The change arose when it became apparent to the First Baptist Church
officers and professionals advising them that the small portion of 
the Partnership's remaining property (about one acre or 3% of the 
total), which was to be excluded from the sale, was important to the
long-term needs of the First Baptist Church.  Therefore, the First
Baptist Church officials approached us and asked us to include the 
excluded parcel in the sale without an increase in compensation.  We
declined to do so and negotiations followed.

During our negotiations, the First Baptist Church officials advised
us that they had reached a satisfactory agreement with Wal-Mart and
had obtained a commitment for the requisite financing.  They also
advised us that they were willing to consider an inspection period
shorter than the eight months allowed by the Purchase and Sale
Agreement.

After consideration, we concluded that the progress the First
Baptist Church had made removed two of the contingencies about which
we had written.  We also concluded that the investment value of the
capital coming from the sale, if received some seven months earlier
than anticipated, would approach the value of the excluded parcel, 
regardless of whether the Partnership or its individual partners were
making the investment decisions.  Therefore, we negotiated for and
obtained a much shorter inspection period and, in return for it,
agreed to amend the Purchase and Sale Agreement to include the
excluded parcel if the sale is closed prior to the end of this month.

It appears that the First Baptist Church is resolving the remaining
contingencies.  Therefore, we have a higher degree of confidence in
this transaction than we had previously expressed and feel there are
some reasons to believe the sale may close before the end of this
month.  Therefore, if the sale closes, we have taken additional
steps to be prepared to promptly distribute funds and liquidate the
Partnership in accordance with Article XVII of the Partnership
Agreement.

We will, of course, keep you fully advised.

                              Sincerely,


                              Robert A. Kuras
                              President
<PAGE>
<TABLE>

               PART I.  FINANCIAL INFORMATION

           Continental Real Estate Partners, Ltd.

     STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
							
<CAPTION>							
				 	                                       March 31,  	 December 31,
                              					             1998	        1997
			ASSETS	                                  (Unaudited)   (Note B)	
    <S>                                        <C>          <C>
Investments in real estate				
	Land		 	                                     $183,581   	$183,581 	
	Land improvements		                         1,877,263  	1,877,263 	
	Buildings and equipment                  		11,932,804 	11,932,804 	
							
					                                       13,993,648 	13,993,648	
							
		
Less accumulated depreciation		             11,703,681 	11,601,241 	
							
					                                        2,289,967  	2,392,407 	
							
Cash			                                     	1,292,723  	1,222,223 	
Other assets		                                 237,725    	264,343 	
							
					                                       $3,820,415 	$3,878,973 	
							
<CAPTION>		
			LIABILITIES AND PARTNERS' CAPITAL			
			   <S>                                       <C>         <C>
LIABILITIES				
	Unclaimed distribution checks		              $170,164   	$170,164 
	Accounts payable and accrued expenses	         57,913     	48,073 
	Liabilities to general partner	             2,127,568  	2,143,209 
							
					                                        2,355,645  	2,361,446 
							
PARTNERS' CAPITAL				
	General partner                             		365,619    	368,257 
	Limited partners - 30,004 units of			
		limited partnership interest	              1,099,151  	1,149,270 
							
					                                        1,464,770  	1,517,527 
							
					                                       $3,820,415 	$3,878,973 
							


See Notes to Financial Statements.			
                                  -3-
</TABLE>
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<TABLE>
              Continental Real Estate Partners, Ltd.
						
               STATEMENTS OF OPERATIONS (UNAUDITED)

                   Three months ended March 31,
 								
<CAPTION)			
								
                                              				1998      	1997
       <S>                                         <C>        <C>
Operating revenue				
	Rental income		                                $120,572 	$122,028 
	Other, principally operating				
		expense reimbursements		                             -      	200 
							
					                                            120,572  	122,228 
Operating expense				
	Depreciation		                                  102,440  	100,387 
	Repairs and maintenance		                         9,064   	13,682 
	Insurance		                                      24,732   	23,687 	
	Real estate taxes		                              18,161     	   -   	
	Utilities		                                       1,768    	6,307 	
	Professional services		                           6,000   	 6,297 	
	Property management fees	                        	9,102   	 9,104 	
	Commissions		                                     3,027   	 3,027 
	Investor communications		                         1,440   	 1,080 
	Other		                                          10,971   	 6,838 	
							
					                                            186,705 	 170,409 	
						
Operating loss                                 		(66,133)	 (48,181)
	Interest income                                		13,376  	 12,944 	
						 	
NET LOSS                                     		 $(52,757)	 (35,237)	
							
Net loss allocated to				
	General partner	                              	 $(2,638)	 $(1,762)	
	Limited partners -				
		$(1.67) and $(1.12) net loss			
			per unit of limited partnership			
			interest outstanding for the			
			three months ended March 31,			
			1998 and 1997, respectively                  	(50,119)	 (33,475)	
							
						 	
					                                           $(52,757)	$(35,237)
							
						
						
						
See Notes to Financial Statements.		
                                     -4-
</TABLE>
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<TABLE>
               Continental Real Estate Partners, Ltd.

        STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
						
                   Three months ended March 31,
						
						
			
<CAPTION>								
							
                            				  1998                 		1997		
                 	 	     	General    	Limited    	General  	 Limited 	
                      				Partner    	Partner	    Partner	   Partner	
	    
					<S>                    <C>          <C>         <C>       <C>			
							
Beginning balance	        $368,257 	 $1,149,270	 $380,796	 $1,387,511	
								
						
NET LOSS	                   (2,638)    	(50,119)  	(1,762)	   (33,475)
								
						
Ending balance          	 $365,619	  $1,099,151 	$379,034	 $1,354,036
								
						
								
						
								
						
Balance, March 31, 1998 and					
	1997, per unit of limited					
	partnership interest                  		$36.63             		$45.13 
	
								
						
								
						








								
					
								
See Notes to Financial Statements.			
                                  -5-
</TABLE>
<PAGE>
<TABLE>
              Continental Real Estate Partners, Ltd.
						
               STATEMENTS OF CASH FLOWS (UNAUDITED)
						
                 Three months ended March 31,
						
			
<CAPTION>							
                                            					1998      	1997
      <S>                                        <C>        <C>
Operating activities				
	Net loss                                  		 $(52,757)	 $(35,237)
	Adjustments to reconcile net 
		loss to cash provided			
		by operating activities				
			Depreciation and amortization              	102,440   	103,414 
			Decrease  in other assets	                   26,618    	37,329 
			Increase in accounts payable and 
			  accrued expenses		                         (5,801)  	(10,667)
						
Net cash flow provided by operating activities 	70,500    	94,839 

Cash flows from investing activities		
	Purchase of improvements		                          -   	 (5,038)
						
Net cash flow used by investing activities         	 -    	(5,038)
							
		
NET INCREASE IN CASH                          		70,500    	89,801 
							
		
Balance of cash, beginning of period        	1,222,223 	1,065,816 
							
		
Balance of cash, end of period           		 $1,292,723 $1,155,617 
							
		
							
		
							
		
							
		
							
	
							
	
							
	
See Notes to Financial Statements.		
                                  -6-
</TABLE>
<PAGE>
               Continental Real Estate Partners, Ltd.

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The accompanying financial statements have been prepared in 
accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 
10-Q and Article 10 of Regulation S-X.  Accordingly, they do not 
include all of the information and footnotes required by generally 
accepted accounting principles for complete financial statements. 
In the opinion of management, all adjustments (consisting of 
normal recurring accruals) considered necessary for a fair 
presentation have been included.  Operating results for the three 
month period ended March 31, 1998 are not necessarily indicative 
of the results that may be expected for the year ended December 
31, 1998.  For further information, refer to the financial 
statements and footnotes thereto included in the company's annual 
report on Form 10-K for the year ended December 31, 1997.


NOTE B - DECEMBER 31, 1997 STATEMENT OF ASSETS, LIABILITIES AND 
PARTNERS' CAPITAL

The statement of assets, liabilities and partners' capital at 
December 31, 1997 has been derived from the audited financial 
statements at that date.



















                                   	-7-
<PAGE>





          	REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                  	ON INTERIM FINANCIAL INFORMATION




The Bayberry Group, Inc.
Sole General Partner of 
Continental Real Estate Partners, Ltd.


The accompanying statement of assets, liabilities and partners' 
capital of Continental Real Estate Partners, Ltd. (a Massachusetts 
limited partnership) as of March 31, 1998 and the related statements 
of operations for the three month period ended March 31, 1998 and 
the statement of cash flows and changes in partners' capital for the 
three month periods ended March 31, 1998 and 1997 were not audited 
by us and, accordingly, we do not express an opinion on them.

The accompanying statement of assets and liabilities for the year 
ended December 31, 1997 was audited by us, and we expressed an 
unqualified opinion on it in our report dated January 16, 1998, but 
we have not performed any auditing procedures since that date.


Traverse City, Michigan
April 23, 1998


















                                  -8-
<PAGE>

                CONTINENTAL REAL ESTATE PARTNERS, LTD.





PART II.  OTHER INFORMATION


Item 6.  Exhibits and reports on Form 8-K

The company did not file any reports on Form 8-K during the three 
months ended March 31, 1998.




































                                     -9-
<PAGE>
                 CONTINENTAL REAL ESTATE PARTNERS, LTD.

                              	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.

                CONTINENTAL REAL ESTATE PARTNERS, LTD.



Date                          	                                  
 



                               Robert A. Kuras, Principal 
                               Financial Officer and President of
                           				The Bayberry Group, Inc.
                           				Sole General Partner



























	
	-10-