FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                                SECTION 13 OR 15(D)
                    (As last amended by 34-31905, eff. 4/26/93)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 [NO FEE REQUIRED]

                    For the fiscal year ended December 31, 1997
                                         or
[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [NO FEE REQUIRED]

                   For the transition period.........to.........

                           Commission file number 0-14570

                           MCCOMBS REALTY PARTNERS, LTD.
         (Exact name of small business issuer as specified in its charter)

     California                                               33-0068732
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                  One Insignia Financial Plaza, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                      Issuer's telephone number (864) 239-1000

           Securities registered under Section 12(b) of the Exchange Act:

                                        None

           Securities registered under Section 12(g) of the Exchange Act:

                       Units of Limited Partnership Interest
                                  (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $1,506,000.

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1997. Market value information for the
Registrant's partnership interests is not available.  Should a trading market
develop for these interests, it is the General Partner's belief that the
aggregate market value of the voting partnership interests would not exceed
$25,000,000.

                        DOCUMENTS INCORPORATED BY REFERENCE
                                        None


                                       PART I


ITEM 1.   DESCRIPTION OF BUSINESS

McCombs Realty Partners, Ltd. ("Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act on June 22, 1984.  The Partnership's managing general partner is CRPTEX,
Inc., a Texas Corporation ("the General Partner" and formerly known as Capital
Realty Group Properties, Inc.).

The Partnership sold 22,036 units of Limited Partnership Interest ("Units") for
$11,018,000 in a public offering that began December 1984 and ended December
1985.  All of the net proceeds from that offering were expended for the
acquisition and operation of one apartment complex (Lakewood at Pelham)
(formerly known as Pelham Place) located in Greenville, South Carolina, as well
as office complexes (Airport Business Center and Crown Center) located in
Georgia and California.

The properties were purchased in 1985.  Airport Business Center was foreclosed
upon by the lender in September 1987, and Crown Center was foreclosed upon by
the lender in April 1988.  At December 31, 1997, the Partnership's sole property
was Lakewood at Pelham.

The Original General Partners of the Partnership were McCombs Corp., a
California corporation and EP Partners V, a California General Partnership (the
"Original General Partners").

The Original General Partners endorsed the General Partner (then called A.B.
Capital Properties, Inc.) to be the new General Partner of the Partnership, and
the General Partner solicited proxies from the Limited Partners of the
Partnership to approve the removal of the Original General Partners and the
admission of the new General Partner as the General Partner of the Partnership.
Upon a favorable vote in person and by proxy of Limited Partners holding at
least 51% of the outstanding Units and upon approval of the bankruptcy court in
December 1987, the General Partner was approved as the General Partner of the
Partnership.  Upon final confirmation of the Plan of Reorganization (effective
January 26, 1989), the General Partner became General Partner of the Partnership
retroactively effective to January 1, 1988.

On September 21, 1994, Capital Realty Group, Corporation ("CRGC"), the parent of
the General Partner, entered into a Stock Purchase Agreement ("Agreement") with
Insignia Financial Group, Inc. ("Insignia") and several of its affiliates
whereby Metropolitan Asset Enhancement, L.P., an affiliate of Insignia,
purchased affiliates of CRCG including the General Partner of the Partnership.
Under the terms of the Agreement, affiliates of Insignia commenced providing
property management and administrative services to the Partnership upon HUD
approval of the Agreement.  The Agreement became effective November 30, 1994,
and the name of the General Partner of the Partnership was changed to CRPTEX,
Inc.

Prior to February 25, 1998, the Managing General Partner was a wholly-owned
subsidiary of MAE GP Corporation ("MAE GP").  Effective February 25, 1998, MAE
GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate of
Insignia.  Thus, the Managing General Partner is now a wholly-owned subsidiary
of IPT.  On March 17, 1998, Insignia entered into an agreement to merge its
national residential property management operations, and its controlling
interest in IPT, with Apartment Investment and Management Company ("AIMCO"), a
publicly traded real estate investment trust.  The closing, which is anticipated
to happen in the third quarter of 1998, is subject to customary conditions,
including government approvals and the approval of Insignia's shareholders.  If
the closing occurs, AIMCO will then control the General Partner of the
Partnership.

A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.

The Partnership is engaged in the business of owning and operating income-
producing real properties such as apartment complexes and office buildings.  As
of December 31, 1997, the Partnership owned one apartment complex in Greenville,
South Carolina.

The Registrant has no employees.  Management and administrative services are
performed by the General Partner and affiliates.  Since December 1, 1994, the
manager of the properties owned by the Partnership has been Insignia and its
affiliates.  Insignia and its affiliates also provide accounting and
administrative services to the Partnership and receive a management fee for
services as set forth in and limited by the agreement governing the Partnership.

The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located.  In addition, various limited
partnerships have been formed by the General Partner and/or its affiliates to
engage in business which may be competitive with the Registrant.

ITEM 2.  DESCRIPTION OF PROPERTIES

The following table sets forth the Registrant's investments in properties:

                                    Date of
             Property              Purchase     Type of Ownership          Use

Lakewood at Pelham                   01/85   Fee ownership subject     Apartment
  Greenville, South Carolina                 to first mortgage.        271 units


SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)


                             Gross                                     Federal
                           Carrying     Accumulated                      Tax
Property                     Value     Depreciation   Rate   Method     Basis

Lakewood at Pelham
  Greenville, South
    Carolina               $5,891         $3,250      3-25     S/L     $1,921


See "Note A" to the financial statements in "Item 7" for a further description
of the Partnership's depreciation policy.


SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)

<TABLE>
<CAPTION>
                         Principal                                      Principal
                        Balance At                                       Balance
                       December 31,   Interest    Period    Maturity     Due At
Property                   1997         Rate     Amortized    Date      Maturity
<S>                     <C>            <C>         <C>     <C>          <C>
Lakewood at Pelham
 1st mortgage            $5,727         8.1%        (1)     07/01/05     $5,151

<FN>
(1) The principal balance is amortized over 30 years with a balloon payment due
    July 1, 2005.
</FN>
</TABLE>

SCHEDULE OF RENTAL RATES AND OCCUPANCY:


                                  Average Annual             Average Annual
                                   Rental Rates                Occupancy
  Property                      1997          1996          1997          1996

  Lakewood at Pelham       $5,530/unit   $5,451/unit        94%           92%


As noted under "Item 1. Description of Business", the real estate industry is
highly competitive.  The property of the Partnership is subject to competition
from other residential apartment complexes in the area.  The General Partner
believes that the property is adequately insured.  The multifamily residential
property's lease terms are for one year or less.  No residential tenant leases
10% or more of the available rental space.

SCHEDULE OF REAL ESTATE TAXES AND RATES:
(dollar amounts in thousands):


                                                   1997         1997
                                                  Billing       Rate

  Lakewood at Pelham Apartments                   $ 77         1.27%


ITEM 3.  LEGAL PROCEEDINGS

The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature.  The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, operations, or liquidity of the
Partnership.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fiscal year ended December 31, 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 REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
        PARTNER MATTERS

As of December 31, 1997, the number of holders of record of Limited Partnership
Units ("Units") was 1,262.  No public trading market has developed for the
Units, and it is not anticipated that such a market will develop in the future.
No distributions were made in 1997 or 1996.  At this time, management does not
anticipate a cash distribution during 1998.  Future distributions will depend on
the levels of cash generated from operations, refinancings, property sales, and
the availability of cash reserves.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership had net income for the year ended December 31, 1997, of
approximately $11,000 as compared to a net loss of approximately $62,000 for the
corresponding period in 1996.  The increase in net income for 1997 was primarily
due to an increase in rental income and a decrease in operating and interest
expenses.  Rental income increased due to an increase in both occupancy and the
average annual rental rate. Operating expense decreased due to interior and
exterior painting projects and the repaving project completed at Lakewood at
Pelham during 1996.  Additionally, interest expense decreased as a result of an
under-accrual at December 31, 1995.  These items are partially offset by an
increase in operating expense due to rental concessions incurred in order to
increase and maintain higher occupancy levels.  Also offsetting the above
increases in net income is a decrease in other income as a result of lower lease
cancellation fees and the 1996 settlement receipt from the South Carolina
Department of Transportation.

Included in operating expense in 1997 is approximately $8,000 of major repairs
and maintenance comprised of exterior building improvements.  Included in
operating expense in 1996 is approximately $56,000 of major repairs and
maintenance comprised of major landscaping, parking lot repairs, exterior
painting and exterior and interior building improvements.

As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expense.  As part of this plan, the
General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level.  However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At December 31, 1997,  the Partnership had cash and cash equivalents of
approximately $451,000 as compared to approximately $386,000 at December 31,
1996.  The net increase in cash and cash equivalents for the year ended December
31, 1997 is $65,000.  The net decrease in cash and cash equivalents for the year
ended December 31, 1996 is $302,000. Net cash provided by operating activities
increased due to the increase in net income as described above, a decrease in
receivables and deposits primarily due to a decrease in escrows for taxes, and a
decrease in the change in accounts payable related to the timing of payments.
Partially offsetting the increase was an increase in accrued property taxes due
to the timing of payments.  Net cash used in investing activities decreased due
to a decrease in purchases of property improvements and replacements. Net cash
used in financing activities remained stable.

The Partnership has no material capital programs scheduled to be performed in
1998, although certain routine capital expenditures and maintenance expenses
have been budgeted.  These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations, is received from the capital
reserve account, or from cash and cash equivalents on hand.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership.  Such assets are currently thought
to be sufficient for any near-term needs of the Partnership.  The mortgage
indebtedness of approximately $5,727,000 has a maturity date of July 1, 2005, at
which time the property will be sold or the debt refinanced.  No cash
distributions were recorded in 1997 or 1996.  Future cash distributions will
depend on the level of net cash generated from operations, sale of the property,
and the availability of cash reserves.

On March 9, 1987, the original General Partners, on behalf of the Partnership,
filed a voluntary petition under Chapter 11 of the Federal Bankruptcy Code in
U.S. Bankruptcy Court, Central District Court of California ("Court").  The
Partnership continued as Debtor-In-Possession to operate its business in the
ordinary course subject to control of the Court until the Court confirmed the
Partnership's Plan of Reorganization ("Plan") effective October 25, 1988.  The
Plan was approved by all required classes of creditors.

The Plan provides for the following claim priorities as of December 31, 1997:

     1) First, all creditors, except Class 12 creditors ($23,100), will be
        satisfied;

     2) Limited Partners, both original and substitute, who made additional
        capital contributions will be paid claims in the amount of the
        additional contributions of approximately $730,000 on October 20, 1998;

     3) Class 12 creditors will be paid claims aggregating $23,100 on October
        20, 1998;

     4) Limited Partners who made additional capital contributions and who were
        original Limited Partners will be paid existing capital contributions
        of approximately $9,818,000 on October 20, 1998;

     5) Limited Partners who did not make additional capital contributions will
        be paid one-third of existing capital contributions (one-third of
        $1,200,000) on October 20, 1998.

All other claims noted in the Plan were settled on June 25, 1995 when the
Partnership refinanced the then outstanding mortgages encumbering the property.

Additionally, the Plan calls for CRPTEX, Inc. (the "General Partner") to make a
capital contribution of $14,500 and loan or expend an additional $117,500 on
behalf of the Partnership on an as needed basis.  The Partnership received the
$14,500 capital contribution but has not required the additional $117,500.

In order to attempt to satisfy the remaining claims under the Plan, the
Partnership would be required to sell the investment property.  As an
alternative to the sale of the property the Partnership may attempt to obtain
authorization from the Court and the limited partners to extend the settlement
date of October 20, 1998 to a future period.

Year 2000

The Partnership is dependent upon the General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue").  The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems.  The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.  Such forward-looking statements speak only as of the date
of this annual report.  The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.


ITEM 7.  FINANCIAL STATEMENTS

MCCOMBS REALTY PARTNERS, LTD.

LIST OF FINANCIAL STATEMENTS



Report of KPMG Peat Marwick LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1997

Consolidated Statements of Operations - Years ended December 31, 1997 and 1996

Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1997 and 1996

Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996

Notes to Consolidated Financial Statements








             Report of KPMG Peat Marwick LLP, Independent Auditors






                          Independent Auditors' Report



The Partners
McCombs Realty Partners, Ltd.

We have audited the accompanying consolidated balance sheet of McCombs Realty
Partners, Ltd. as of December 31, 1997, and the related consolidated statements
of operations, changes in partners' capital (deficit) and cash flows for each of
the years in the two year period ended December 31, 1997.  These consolidated
financial statements are the responsibility of the partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of McCombs Realty
Partners, Ltd. as of December 31, 1997, and the results of its operations and
its cash flows for each of the years in the two year period ended December 31,
1997, in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that McCombs Realty Partners, Ltd. will continue as a going concern.  As
discussed in Note G to the consolidated financial statements, the Partnership is
required under its Plan of Reorganization to pay claims to limited partners and
creditors of approximately $11,000,000 during 1998.  This raises substantial
doubt about the Partnership's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note G.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                                      /s/KPMG Peat Marwick LLP

Greenville, South Carolina
February 11, 1998


                         MCCOMBS REALTY PARTNERS, LTD.

                          CONSOLIDATED BALANCE SHEET
                                (in thousands)

                               December 31, 1997


<TABLE>
<CAPTION>

<S>                                                       <C>           <C>
Assets
  Cash and cash equivalents                                              $   451
  Receivables and deposits                                                    42
  Restricted escrows                                                         261
  Other assets                                                               152
  Investment properties:
    Land                                                   $   499
    Buildings and related personal property                  5,392
                                                             5,891
    Less accumulated depreciation                           (3,250)        2,641
                                                                         $ 3,547


Liabilities and Partners' Capital (Deficit)

Liabilities
  Accounts payable                                                       $    78
  Tenant security deposit liabilities                                         26
  Other liabilities                                                           78
  Mortgage note payable                                                    5,727

Partners' Capital (Deficit)
  General partner                                               1
  Limited partners (17,199.69 units
    outstanding)                                           (2,363)        (2,362)
                                                                         $ 3,547

<FN>
          See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                         MCCOMBS REALTY PARTNERS, LTD.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       (in thousands, except unit data)





                                                       Years Ended December 31,
                                                         1997            1996
Revenues:
 Rental income                                        $1,396           $1,336
 Other income                                            110              147
  Total revenues                                       1,506            1,483

Expenses:
 Operating                                               653              695
 General and administrative                               67               55
 Depreciation                                            210              190
 Interest                                                486              529
 Property taxes                                           79               76
  Total expenses                                       1,495            1,545

  Net income (loss)                                   $   11           $  (62)

Net income (loss) allocated to general
 partner (1%)                                         $   --           $   (1)
Net income (loss) allocated to limited
 partners (99%)                                           11              (61)

                                                      $   11           $  (62)

Net income (loss) per limited partnership unit        $  .64           $(3.55)

           See Accompanying Notes to Consolidated Financial Statements



                          MCCOMBS REALTY PARTNERS, LTD.

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                         (in thousands, except unit data)

                      YEARS ENDED DECEMBER 31, 1997 AND 1996


<TABLE>
<CAPTION>
                                    Limited
                                  Partnership     General      Limited
                                     Units        Partner      Partners         Total
<S>                               <C>           <C>          <C>            <C>
Partners' capital (deficit)
  at December 31, 1995             17,199.69     $  2         $(2,313)       $(2,311)

Net loss for the year
  ended December 31, 1996                 --       (1)            (61)           (62)

Partners' capital (deficit)
  at December 31, 1996             17,199.69        1          (2,374)        (2,373)

Net income for the year ended
  December 31, 1997                       --       --              11             11

Partners' capital (deficit)
  at December 31, 1997             17,199.69     $  1         $(2,363)       $(2,362)
<FN>
           See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                         MCCOMBS REALTY PARTNERS, LTD.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)


<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                                 1997          1996
<S>                                                           <C>           <C>
Cash flows from operating activities:
  Net income (loss)                                            $  11         $ (62)
  Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
    Depreciation                                                 210           190
    Amortization of loan costs                                    19            19
    Change in accounts:
      Receivables and deposits                                    95           (98)
      Other assets                                                 1            (2)
      Accounts payable                                            43          (140)
      Tenant security deposit liabilities                         (1)            3
      Accrued property taxes                                     (76)           76
      Other liabilities                                            4             3

         Net cash provided by (used in)
           operating activities                                  306           (11)

Cash flows from investing activities:
  Property improvements and replacements                        (115)         (172)
  Deposits to restricted escrows                                 (72)          (69)

         Net cash used in investing activities                  (187)         (241)

Cash flows from financing activities:
  Payments on mortgage note payable                              (54)          (50)

         Net cash used in financing activities                   (54)          (50)

Net increase (decrease) in cash and cash equivalents              65          (302)

Cash and cash equivalents at beginning of year                   386           688

Cash and cash equivalents at end of year                      $  451        $  386

Supplemental disclosure of cash flow information:
   Cash paid for interest                                     $  466        $  470
<FN>
         See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                         McCOMBS REALTY PARTNERS, LTD.

                   Notes to Consolidated Financial Statements


NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization:  McCombs Realty Partners, Ltd., a California Limited Partnership
("Partnership"), was formed on June 22, 1984, for the purpose of acquiring and
operating certain real properties.  The Partnership commenced operations in
January 1985 when a minimum of 2,400 Limited Partnership units ($1,200,000) had
been subscribed and issued.  The Partnership will be dissolved on December 31,
2030, or earlier under certain circumstances.  The Partnership operates one
apartment property located in Greenville, South Carolina.

Under the Partnership Agreement, the maximum liability of the Limited Partners
is the amount of their capital contributions.  There were 17,199.69 Limited
Partnership units outstanding at December 31, 1997 and 1996.  No additional
capital contribution is required from any Limited Partner under the Partnership
Agreement.

Prior to February 25, 1998, the General Partner was a wholly-owned subsidiary of
MAE GP Corporation ("MAE GP").  Effective February 25, 1998, MAE GP was merged
into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia
Financial Group, Inc. ("Insignia").  Thus, the Managing General Partner is now a
wholly-owned subsidiary of IPT.

Plan of Reorganization:  On March 9, 1987, the original General Partners, on
behalf of the Partnership, filed a voluntary petition under Chapter 11 of the
Federal Bankruptcy Code in U.S. Bankruptcy Court, Central District Court of
California (Court).  The Partnership continued as Debtor-In-Possession to
operate its business in the ordinary course subject to control of the Court
until the Court confirmed the Partnership's Plan of Reorganization (Plan)
effective October 25, 1988.  The Plan was approved by all required classes of
creditors.

The Plan provides for the following claim priorities as of December 31, 1997:

     1) First, all creditors, except Class 12 creditors ($23,100), will be
        satisfied;

     2) Limited Partners, both original and substitute, who made additional
        capital contributions will be paid claims in the amount of the
        additional contributions of approximately $730,000 on October 20, 1998;

     3) Class 12 creditors will be paid claims aggregating $23,100 on October
        20, 1998;

     4) Limited Partners who made additional capital contributions and who were
        original Limited Partners will be paid existing capital contributions
        of approximately $9,818,000 on October 20, 1998;

     5) Limited Partners who did not make additional capital contributions will
        be paid one-third of existing capital contributions (one-third of
        $1,200,000) on October 20, 1998.

All other claims noted in the Plan were settled on June 25, 1995 when the
Partnership refinanced the then outstanding mortgages encumbering the property.

Additionally, the Plan calls for CRPTEX, Inc. (the "General Partner") to make a
capital contribution of $14,500 and loan or expend an additional $117,500 on
behalf of the Partnership on an as needed basis.  The Partnership received the
$14,500 capital contribution but has not required the additional $117,500.

Allocation of Profits, Gains and Losses: Partnership income, gains and losses
are generally allocated 98% to the Limited Partners, 1% to the General Partner,
CRPTEX, Inc., ("CRPTEX"), a Texas corporation, and 1% to a special Limited
Partner interest, which percentage was subsequently transferred to CRPTEX.
Losses are not allocated to CRPTEX's General Partner capital balance or the
special Limited Partner capital balance, if the allocation of loss creates a
negative capital balance.

Notwithstanding the above allocations, gains from the sale or other disposition
of Partnership properties are allocated first to the General Partner to the
extent distributions of sale or refinancing proceeds (as defined) are received;
next, to partners with deficit balances in their capital accounts and,
thereafter, to the partners in an amount equal to their pro rata share of the
total capital balance.

Net (loss) income per Limited Partnership unit is based on the number of Limited
Partnership units outstanding (17,199.69 in 1997, and 1996) and the net (loss)
income allocated to the Limited Partners in accordance with the Partnership
Agreement as amended by the Plan of Reorganization.

Allocation of Cash Distributions:  Prior to the effective date of the
Partnership's Plan of Reorganization (October 25, 1988) cash available for
distribution (as defined in the Partnership Agreement) was distributed 90% to
the Limited Partners and 1% to the General Partner for their interest in profits
and losses and 9% to the General Partner as a partnership management fee, which
was considered an expense of the Partnership. The General Partner was not to
receive the 9% partnership management fee during any year in which the Limited
Partners did not receive cash distributions equal to 4% per annum on their
adjusted capital contributions.  Adjusted capital contributions are defined as
original capital contributed, less distributions constituting a return of unused
capital or cash proceeds from the sale or refinancing of Partnership properties.
In accordance with the Plan of Reorganization, CRPTEX waived the subordinated
Partnership management fee in return for the ability to receive real estate
commissions that are not subordinated to the cumulative return (as defined in
the Partnership Agreement).  During the continuing operations of the
Partnership, if all transfers contemplated by the Plan of Reorganization are
being made and there exists cash available for distribution, as defined in the
Partnership Agreement, CRPTEX shall receive 1% of same as a Partnership
administration fee.

Net proceeds from the sale or refinancing of the Partnership's properties will
be distributed in cash to the Limited Partners who made additional capital
contributions pursuant to the Partnership's Plan of Reorganization until
distributions equal the additional capital contributions.  Next, the Limited
Partners who made additional capital contributions and who are original Limited
Partners will receive distributions equal to their capital contributions.  Next,
the Limited Partners who did not make additional capital contributions will
receive distributions equal to one-third of their existing capital contribution.
Thereafter, 16% of the remaining proceeds shall be distributed to CRPTEX and 84%
to the Limited Partners.

Notwithstanding the above, the Plan of Reorganization provides that, in
connection with distributions resulting from the sale or refinancing of the
Partnership's properties, 1% of each such distribution that would otherwise be
paid to the Limited Partners and 1% of each such distribution that would
otherwise be paid to the special Limited Partner interest will be paid to
CRPTEX.

In order to increase the Partnership's cash reserves to a level sufficient to
meet anticipated liquidity requirements, CRPTEX has not authorized any
distributions to the partners during the years ended December 31, 1997 and 1996.

Principles of Consolidation:  The Partnership's consolidated financial
statements include the accounts of Pelham Place, L.P., a South Carolina limited
partnership, as of December 31, 1997.  Pelham Place, L.P. is the limited
partnership which holds title to Lakewood at Pelham (formerly known as Pelham
Place Apartments).  Pelham Place, L.P. is wholly-owned by the Partnership.  All
intercompany transactions have been eliminated.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Investment Properties:  Investment properties are stated at cost.  Acquisition
fees are capitalized as a cost of real estate.  The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets.

Depreciation:  Depreciation is determined using the straight-line method over
the estimated useful lives of the apartment properties and related personal
property.  For Federal income tax purposes, the accelerated cost recovery method
is used (1) for real property over 18 years for additions after March 15, 1984,
and before May 9, 1985, and 19 years for additions after May 8, 1985, and before
January 1, 1987, and (2) for personal property over 5 years for additions prior
to January 1, 1987.  As a result of the Tax Reform Act of 1986, for additions
after December 31, 1986, the modified accelerated cost recovery method is used
for depreciation of (1) real property additions over 27 1/2 years, and (2)
personal property additions over 7 years. Effective generally for property
placed in service on or after May 13, 1993, the Revenue Reconciliation Act of
1993 increases the depreciation period from 31.5 to 39 years, although
transition rules apply to property placed in service before 1994.

Leases:  The Partnership generally leases apartment units for twelve-month terms
or less.  The Partnership recognizes income as earned on leases.  In addition,
the General Partner finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expense as incurred.

Loan Costs:  Loan costs of approximately $193,000 net of accumulated
amortization of approximately $48,000 are included in other assets and are being
amortized on a straight-line basis over the life of the loan.

Cash and Cash Equivalents:  Includes cash on hand and in banks, demand deposits,
money market funds, and certificates of deposit with original maturities less
than 90 days. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.

Tenant Security Deposits:  The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.

Advertising:  The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $23,000
and $28,000 for the years ended December 31, 1997 and 1996, respectively.

Fair Value of Financial Instruments:  The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments.  The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments at an estimated borrowing rate currently available to the Partnership,
approximates its carrying balance.

Restricted Escrows:

   Repair and Remediation Reserve:  At the time of the refinancing of the
Lakewood at Pelham mortgage note payable in 1995, $92,250 of the proceeds were
designated for a repair and remediation reserve for certain deferred
maintenance.  At December 31, 1997, the balance remaining in the escrow was
$92,250.  Upon completion of the scheduled deferred maintenance, any excess
funds will be returned for property operations.

   Replacement Reserve:  In addition to the Repair and Remediation Reserve for
Lakewood at Pelham, a replacement reserve account was also established at the
time of refinancing.  This reserve is to be used for capital replacements at the
apartment complex.  At December 31, 1997, the account balance was approximately
$169,000, which includes interest earned on these funds

Reclassifications:  Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.

NOTE B - MORTGAGE NOTE PAYABLE

The principle terms of the mortgage note payable are as follows (dollar amounts
in thousands):

<TABLE>
<CAPTION>
                       Principal      Monthly                                 Principal
                      Balance At      Payment        Stated                    Balance
                     December 31,    Including      Interest     Maturity       Due At
Property                 1997         Interest        Rate         Date        Maturity
<S>                   <C>            <C>            <C>         <C>          <C>
Lakewood at Pelham
  1st mortgage         $ 5,727        $  43          8.1%        07/01/05     $ 5,151
</TABLE>

On June 29, 1995, the Partnership refinanced the four mortgages encumbering
Pelham Place Apartments.  The total indebtedness refinanced was approximately
$5,702,000, net of discounts which carried stated interest rates from 0% to
10.5% with maturity dates ranging from September 1995 to October 1998.  The new
mortgage indebtedness of $5,850,000 carries a stated interest rate of 8.1% and
is amortized over 30 years with a balloon payment due July 1, 2005.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 1997, are as follows (in thousands):


                       1998                          $   58
                       1999                              63
                       2000                              68
                       2001                              74
                       2002                              81
                       Thereafter                     5,383

                                                     $5,727


NOTE C - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership.  Taxable income or loss of the Partnership is reportable in
the income tax returns of its partners.

The following is a reconciliation of reported net income (loss) and Federal
taxable income (loss) (in thousands, except per unit data):



                                                 1997           1996

Net income (loss) as reported                 $    11        $   (62)
Add (deduct):
   Depreciation and amortization                 (262)          (228)
   Other                                            2            (27)

Federal taxable loss                          $  (249)       $  (317)

Federal taxable loss per limited
   partnership unit                           $(14.33)       $(18.25)



The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' capital (deficit) (in thousands):


                                                       1997             1996

Total partner's deficit - financial
   statement basis                                   $(2,362)         $(2,373)
Current year tax basis net loss over
   financial statement net income (loss)                (260)            (255)
Prior year cumulative tax basis net loss over
   financial statement net income (loss)                (424)            (169)

Total partner's deficit - federal
   income tax basis                                  $(3,046)         $(2,797)



NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. Property management fees are included in operating expense on the
consolidated statements of operations.  Reimbursements for services from
affiliates are included in general and administrative expense and operating
expense in the consolidated statements of operations.  Fees paid to Insignia and
its affiliates in 1997 and 1996 are as follows:


                                                   Years Ended December 31,
                                                      1997          1996
                                                         (in thousands)
Property management fees                              $75            $71
Reimbursement for services from affiliates (1)         36             36

(1) Included in "Reimbursements for services from affiliates" for 1997 and 1996
    is approximately $2,000 and $1,000 in reimbursements for construction
    oversight costs, respectively.

For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its property under a master policy through an agency and insurer unaffiliated
with the General Partner.  An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy.  The
agent assumed the financial obligations to the affiliate of the General Partner,
who receives payments on these obligations from the agent.  The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.

NOTE E - REAL ESTATE AND ACCUMULATED DEPRECIATION

Investment Property
(in thousands)

<TABLE>
<CAPTION>
                                                        Initial Cost
                                                       To Partnership


                                                                                   Cost
                                                                 Buildings     Capitalized
                                                                and Related   (Written Down)
                                                                 Personal      Subsequent to
Description                       Encumbrances       Land        Property       Acquisition
<S>                               <C>             <C>          <C>             <C>
Lakewood at Pelham
 Greenville, South Carolina       $5,727           $ 695        $6,730          $(1,534)

</TABLE>


(dollar amounts in thousands)

<TABLE>
<CAPTION>

                           Gross Amount at Which Carried
                                  At December 31, 1997
                                     Buildings
                                        And
                                      Related
                                      Personal             Accumulated      Date of       Date     Depreciable
     Description              Land    Property   Total    Depreciation   Construction   Acquired    Life-Years

<S>                         <C>      <C>       <C>        <C>              <C>          <C>           <C>
Lakewood at Pelham
 Greenville, South Carolina  $499     $5,392    $ 5,891    $ 3,250          1980         01/85         3-25

</TABLE>


Reconciliation of "Real Estate and Accumulated Depreciation" (in thousands):


                                            Years Ended December 31,
                                              1997            1996
Investment Properties
Balance at beginning of year                 $5,776          $5,604
 Property improvements                          115             172
Balance at end of year                       $5,891          $5,776

Accumulated Depreciation
Balance at beginning of year                 $3,040          $2,850
 Additions charged to expense                   210             190
Balance at end of year                       $3,250          $3,040


The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996 is approximately $8,559,000 and approximately
$8,444,000, respectively. Accumulated depreciation for Federal income tax
purposes at December 31, 1997 and 1996 is approximately $6,638,000 and
approximately $6,165,000, respectively.

NOTE F - CONTINGENCIES

The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature.  The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, statement of operations, or
liquidity of the Partnership.


NOTE G - GOING CONCERN

Under the Plan of Reorganization described in Note A, the Partnership is
required to pay claims to limited partners and creditors of approximately
$11,000,000 during 1998. This raises substantial doubt about the Partnership's
ability to continue as a going concern.  In order to attempt to satisfy the
remaining claims under the Plan, the Partnership would be required to sell the
investment property.  As an alternative to the sale of the property the
Partnership may attempt to obtain authorization from the Court and the limited
partners to extend the settlement date of October 20, 1998 to a future period.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                      PART III


ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURE

 None.

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE
       WITH SECTION 16(A) OF THE EXCHANGE ACT

The Partnership has no directors or officers.  The names of the directors and
executive officers of CRPTEX, Inc. (formerly Capital Realty Group Properties,
Inc.), the Partnership's General Partner, and an affiliate of Metropolitan Asset
Enhancement, L.P., ("MAE"), their ages and the nature of all positions with
CRPTEX, Inc. presently held by them are as follows:

Prior to February 25, 1998, the General Partner was a wholly-owned subsidiary of
MAE GP Corporation ("MAE GP").  Effective February 25, 1998, MAE GP was merged
into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia
Financial Group, Inc. ("Insignia").  Thus, the General Partner is now a wholly-
owned subsidiary of IPT.

Name                            Age           Position

Carroll D. Vinson               57            President and Director

Robert D. Long, Jr.             30            Vice President and Chief
                                              Accounting Officer (CAO)

William H. Jarrard, Jr.         51            Vice President

Daniel M. LeBey                 32            Secretary

Kelley M. Buechler              40            Assistant Secretary


Carroll D. Vinson has been President and Director of the General Partner and
President of MAE and subsidiaries since August of 1994.  He has acted as Chief
Operating Officer of IPT, parent of the General Partner, since May 1997. During
1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co.
(regional CPA firm) and engaged in various other investment and consulting
activities which included portfolio acquisitions, asset dispositions, debt
restructurings and financial reporting. Briefly, in early 1993, Mr. Vinson
served as President and Chief Executive Officer of Angeles Corporation, a real
estate investment firm.  From 1991 to 1993, Mr. Vinson was employed by Insignia
in various capacities including Managing Director - President during 1991.

Robert D. Long, Jr. has been Vice President and Chief Accounting Officer of the
General Partner since August 1994.  Mr. Long joined MAE in September 1993.
Since 1994 he has acted as Vice President and Chief Accounting Officer of the
MAE subsidiaries.  Mr. Long was an accountant for Insignia until joining MAE in
1993.  Prior to joining Insignia, Mr. Long was an auditor for the State of
Tennessee and was associated with the accounting firm of Harsman Lewis and
Associates.

William H. Jarrard, Jr. has been Vice President of the General Partner since
December 1994.  He has acted as Senior Vice President of IPT since May 1997.
Mr.  Jarrard previously acted as Managing Director - Partnership Administration
of Insignia From January 1991 through September 1997 and served as Managing
Director - Partnership Administration and Asset Management of Insignia from July
1994 until January 1996.

Daniel M. LeBey has been Secretary of the General Partner since January 29, 1998
and Insignia's Assistant Secretary since April 30, 1997.  Since July 1996 he has
also served as Insignia's Associate General Counsel.  From September 1992 until
June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird LLP,
Atlanta, Georgia.

Kelley M. Buechler has been Assistant Secretary of the General Partner since
December 1994 and Assistant Secretary of Insignia since 1991.


ITEM 10. EXECUTIVE COMPENSATION

No remuneration was paid to the General Partner nor any of its directors and
officers during the year ended December 31, 1997.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   (a) Security ownership of certain beneficial owners.

       No person owns of record or is known by the Partnership to own
       beneficially more than 5% of the outstanding Interests of the
       Partnership as of December 31, 1997.

   (b) Security ownership of management.

       No officers or directors of CRPTEX, Inc., the General Partner of the
       Partnership, own any Limited Partnership Interests in the Partnership.

       No general partners, officers or directors of the General Partners of
       the Partnership possess the right to acquire a beneficial ownership of
       Interests of the Partnership.

   (c) Change in control.

       On March 17, 1998, Insignia entered into an agreement to merge its
       national residential property management operations, and its controlling
       interest in IPT, with Apartment Investment and Management Company
       ("AIMCO"), a publicly traded real estate investment trust.  The closing,
       which is anticipated to happen in the third quarter of 1998, is subject
       to customary conditions, including government approvals and the approval
       of Insignia's shareholders. If the closing occurs, AIMCO will then
       control the General Partner of the Partnership.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The General Partner received no cash distributions from operations as General or
Limited Partners during or with respect to, the fiscal year ended December 31,
1997. See "Item 1. Description of Business," "Item 10. Executive Compensation"
and "Item 11. Security Ownership of Certain Beneficial Owners and Management"
for a discussion of transactions with the General Partner.

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. Property management fees are included in operating expense on the
consolidated statements of operations.  Reimbursements for services from
affiliates are included in general and administrative expense and operating
expense in the consolidated statements of operations.  Fees paid to Insignia and
its affiliates in 1997 and 1996 are as follows (in thousands):


                                                   Years Ended December 31,
                                                      1997          1996

Property management fees                              $75            $71
Reimbursement for services from affiliates (1)         36             36

(1) Included in "Reimbursements for services from affiliates" for 1997 and 1996
   is approximately $2,000 and $1,000 in reimbursements for construction
   oversight costs, respectively.

For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its property under a master policy through an agency and insurer unaffiliated
with the General Partner.  An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy.  The
agent assumed the financial obligations to the affiliate of the General Partner,
who receives payments on these obligations from the agent.  The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.

ITEM 13. EXHIBITS AND REPORT ON FORM 8-K

   (a)   Exhibits:

         Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
         report.

    (b)  Reports on Form 8-K filed during the fourth quarter of 1997:

         None.


                                     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.



                                    MCCOMBS REALTY PARTNERS, LTD.


                                    BY: CRPTEX, Inc.
                                        General Partner


                                    By: /s/ Carroll D. Vinson
                                        Carroll D. Vinson
                                        President and Director


                                    Date: March 30, 1998


  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 below.


CRPTEX, Inc.



By:   /s/Carroll D. Vinson         President and Director
      Carroll D. Vinson


By:   /s/Robert D. Long, Jr.       Vice President and Chief
      Robert D. Long, Jr.          Accounting Officer


                                   EXHIBIT INDEX


Exhibit

  10(a)  Mortgage and Security Agreement dated June 29, 1995 between Pelham
          Place, L.P. and First Union National Bank of North Carolina, securing
          Pelham Place Apartments, is incorporated by reference to Exhibit
          10JJ(a) of the Registrant's Quarterly Report on Form 10-QSB for the
          Quarter ended June 30, 1995.

    (b)   Promissory Note dated June 29, 1995 between Pelham Place, L.P., a
          South Carolina limited partnership, and First Union National Bank of
          North Carolina, a national banking association, is incorporated by
          reference to Exhibit 10JJ(b) to the Registrant's Quarterly Report on
          Form 10-QSB for the Quarter ended June 30, 1995.

     (c)  Assignment of Leases and Rents dated June 29, 1995 between Pelham
          Place, L.P., and First Union National Bank of North Carolina, securing
          Pelham Place Apartments, is incorporated by reference to Exhibit
          10JJ(c) to the Registrant's Quarterly Report on Form 10-QSB for the
          Quarter ended June 30, 1995.

     (d)  Agreement of Limited Partnership for Pelham Place, L.P. between Pelham
          Place, GP, a South Carolina limited partnership, is incorporated by
          reference to Exhibit 28A to the Registrant's Quarterly Report on Form
          10-QSB for the Quarter ended June 30, 1995.

  27      Financial Data Schedule