SECURITIES and EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                               FORM 10-KSB

             Annual Report Pursuant to Section 13 or 15 (d)
                 of The Securities Exchange Act of 1934

For the fiscal year ended                          Commission file number
December 31, 1996                                                  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)           (I.R.S. Employer Identification Number)

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

Formerly:
234 Congress Street
Boston, Massachusetts                                               02110
                                                               (Zip code)

Registrant's Telephone Number                              (616) 334-5000
Including Area Code

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

                  Limited Partnership Interests (Units)
                $500 per Unit -- Minimum Purchase 5 Units
                            (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.

                       Yes   X            No      

The number of limited partnership interests outstanding as of December 31, 
1996:

         Limited Partnership Units, $500 per unit - 30,004 units

Total Pages:                       22





                                   -1-
<PAGE>
                   DOCUMENTS INCORPORATED BY REFERENCE

Form 10-KSB Section                              Annual Report to Limited
                                                     Partners page number


Part I, Item 1                                            Pages 10 and 11

Part II, Item 5                                        Pages 7, 11 and 12

Part II, Item 6                                                    Page 2

Part II, Item 7                                              Pages 3 - 14

Part III, Item 12                                         Pages 10 and 12







































                                   -2-
<PAGE>
                                 Part I

Item 1.  Description of Business

  The purpose of the business to be carried on by the Partnership is to invest 
either solely or jointly with others in improved properties and properties 
under development which have promise of generating cash flow for the Limited 
Partnership, as well as capital growth through debt reduction and 
appreciation in real estate values, and to do all things reasonable 
incident thereto, including the following:  acquire and dispose
of fee ownerships, leaseholds and legal equitable interests in real 
estate of all types and descriptions; acquire properties subject to 
outstanding leases, mortgages and other prior encumbrances and take and
give purchase money mortgages and other types of junior debt financing; 
acquire and give options to purchase properties; purchase and sell real 
estate at auction; purchase, sell and finance the purchase and sale of 
furniture and equipment; and develop properties for its own account or 
in combination with others, including site preparation, the construction 
of improvements and other activities to the development process.  The 
Partnership may not engage in any other business without the prior 
written consent of Limited Partners holding more than a majority of the 
units.

  At December 31, 1996, the Registrant owned a shopping center in Lakeland, 
Florida.  See Note D to the Financial Statements incorporated by reference 
in Item 7, describing lease information.

  During the fiscal year ended December 31, 1996, there were no material 
changes in the business done or intended to be done by the Registrant.  
The real estate industry is highly competitive and the Registrant's 
continued ability to meet its fixed and variable obligations will depend 
on various factors such as general and local conditions, the supply of and 
demand for properties of the type which the Registrant owns, zoning law
changes and local real property tax rates, among others.

Item 2.  Description of Property

(a) The following property was owned by the Registrant at December 31, 1996:

                                  Owned         Percent
Location         Brief Description              or Leased   Occupied

Lakeland,    Lakeland Mall: shopping            Owned           0%
Florida      center (approximately
             370,000 rentable, square
             feet).  First occupied
             in 1971.

Item 3.  Legal Proceedings

None

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

None







                                   -3-
<PAGE>
                                 Part II

Item 5.  Market for Common Equity and Related Security Holder Matters

  Since the Registrant is a Limited Partnership, it has no common stock 
outstanding; instead, it has Limited Partnership interests (units).  The 
initial capital of the Registrant is comprised of:  1) 30,004 Limited
Partnership units representing a $500 investment, per unit; and 2) a 
$15,000 investment by the General Partner.  At December 31, 1996, there 
were 1,361 Limited Partners of record.

  Since the initial offering of the units, an established market for the 
units has not existed.  They are not listed or traded on any exchange.

  Dividends are not paid on the Limited Partnership units.  See "Statement 
of Changes in Partners' Capital" and "Note E - Distribution to Partners" 
in the Financial Statements incorporated by reference in Item 7, for
information regarding payment to Partners.

Item 6.  Management's Discussion and Analysis of Results of Operations

  A report of Management's Discussion and Analysis of Financial Condition 
and Results of Operations at December 31, 1996, which appears on page 2 of 
the Continental Real Estate Partners, Ltd. Annual Report to Partners for 
1996 is incorporated by reference in this Form 10-KSB Annual Report.

Item 7.  Financial Statement

  The financial statements, together with the report thereon of Dennis, 
Gartland & Niergarth, P.C. dated January 17, 1997, appearing on pages 3 
through 14 of the Continental Real Estate Partners, Ltd. 1996 Annual 
Report to Partners are incorporated by reference in this Form 10-KSB 
Annual Report.

Item 8,  Changes In and Disagreements With Accountants on Accounting 
and Financial Disclosure 

  None

                                Part III

Item 9.  Directors and Executive Officers of the Registrant

  The Registrant has no executive officers.  Listed below are the executive 
officers of The Bayberry Group, Inc. formerly Continental Equities, Inc., 
General Partner of the Registrant.  Such officers serve until the next
annual meeting of the Directors of the General Partner, or until their 
successors are duly elected and qualified.

  ROBERT A. KURAS (Age 54) is, and has been since January 1, 1975, Chairman 
and President of the General Partner.  Since 1967, Mr. Kuras has planned, 
financed, developed, acquired, managed and sold a number of real estate 
projects and has performed realty-related services for a variety of clients.  
Mr. Kuras holds a Bachelor of Arts degree from the University of Notre 
Dame and a Master of Business Administration degree from Harvard University.







                                   -4-
<PAGE>
Item 9. Directors and Executive Officers of the Registrant - Continued

  SHIRLEY K. DEBELACK (Age 53) has been employed by affiliates of The Bayberry 
Group, Inc. since May of 1974 and was appointed Vice-President and Secretary 
of the Corporation in November of 1982.  Mrs. Debelack holds a Bachelor of 
Arts degree from Michigan State University and has over 20 years experience
in real estate and resort development properties in Michigan.

  There are no family relationships between any executive officer and 
director of the General Partner of the Registrant listed above.

Item 10.  Executive Compensation

  The Registrant has no officers, directors, or subsidiaries.  During 1996, 
the Registrant, paid $49,480 to the General Partner for expense 
reimbursement and property management fees.  The Registrant has no 
directors, officers, or security holders who owns more than 5% of the 
units.  The Registrant also has no pension, retirement, savings, or 
similar plan.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

(a) There is no person who owns of record or who is known by the Registrant 
to own beneficially more than 5% of the outstanding units.

  The item listed below represents a group of related mutual funds which 
own partnership units in a fiduciary capacity for its investors, and is 
not a beneficial owner of such units.

  Title of Class  Name and Address    Amount of Ownership Percent of Class

  Partnership     Liquidity Fund           8,465                    28.2%
  Interests       1900 Powell Street
  (Units)         Suite 235
                  Emeryville, CA  94608

(b) The Registrant has no directors or officers and, accordingly, this item 
is not applicable.

(c) The Registrant knows of no contractual arrangement by which a change in 
control of the Registrant may result at a subsequent date.


Item 12.  Certain Relationships and Related Transactions

(a) Transactions with management and others

    Fees paid or accrued to the General Partner or affiliates of the General 
Partner in accordance with the Partnership Agreement are discussed in Notes 
C and F to the Financial Statements, which have been incorporated by 
reference in Item 7.  During 1996, the General Partner purchased 232 
units from the Limited Partners and owned a total of 665 Limited 
Partnership units at December 31, 1996.

(b) Certain business relationships

    The Registrant has no directors.  Therefore, this is not applicable.




                                   -5-
<PAGE>
                                 Part IV

Item 13.  Exhibits and Reports on Form 8-K

(a) The following documents are filed as part of this report:
                                                                Page in
                                                                 Annual 
    1.  Financial Statements -                                   Report *

        Statement of Assets, Liabilities and Partners' 
        Capital at December 31, 1996                              4

        Statements of Operations for each of the two years in the 
        period ended December 31, 1996                            5

        Statements of Cash Flows for each of the two years in the 
        period ended December 31, 1996                            6

        Statements of Changes in Partners' Capital for each 
        of the two years in the period ended December 31, 1996    7

        Notes to Financial Statements                          8 - 12

        Report of Independent Certified Public Accountants        13

        * Incorporated by reference from the indicated 
        pages of the 1996 Annual Report to Partners

    2.  Financial Statement Schedules

        Not required by Regulation S-B.

(b)Reports on Form 8-K:

        None

(c)  Exhibits:

    3.  Articles of Limited Partnership of Continental Real Estate Partners, 
Ltd. as amended-- previously filed with the Partnership's Registration 
Statement on Form S-11, File No. 2-46282, effective date 2:00 p.m. E.D.S.T. 
July 26, 1973 and incorporated herein by reference.

    4.  Same as Item 14(c)3.

   13.  Continental Real Estate Partners, Ltd. Annual Report to Partners for 
the year ended December 31, 1996.

All other items under Regulation S-K Item 601 are not applicable to the 
Registrant.







                                   -6-
<PAGE>
                               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.


CONTINENTAL REAL ESTATE PARTNERS, LTD.
   (Registrant)


By:  Robert A. Kuras                                Date:   March 31, 1997  
     Robert A. Kuras
     President, Chairman of the Board
     of Directors and Principal Accounting
     Officer of The Bayberry Group, Inc.,
     General Partner


   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 and in the capacities and on the dates indicated.



By:     Robert A. Kuras                              Date:    March 31, 1997  
     Robert A. Kuras
     President, Chairman of the Board
     of Directors and Principal Accounting
     Officer of The Bayberry Group, Inc.,
     General Partner





















                                   -7-
<PAGE>
                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549




                               FORM 10-KSB


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

                 OF THE SECURITIES EXCHANGE ACT OF 1934




                          FINANCIAL STATEMENTS

                  FOR THE YEAR ENDED DECEMBER 31, 1996




                 CONTINENTAL REAL ESTATE PARTNERS, LTD.

                         (A Limited Partnership)


























                                   -8-
<PAGE>





March 31, 1997


To Our Partners:

     For the year ended December 31, 1996, the Partnership had an operating 
loss of $307,958 compared to a year prior figure of $364,695.  The 
reduction in the loss is partially attributable to our having leased a 
portion of the parking lot to Lakeland Regional Medical Center for $3,874 
per month.

     During the last quarter of the year, we continued the process of 
talking with parties who expressed an interest in leasing or purchasing 
a part of or all of the Lakeland Mall.  As we have found in the past, the
vast majority of those parties have neither the capital nor management 
expertise to undertake a project of this size.  Therefore, our discussions 
were not productive.

     In our report for the Third Quarter, we addressed fundamental problems 
(i.e. declining economic activity and inner city ills) which many feel 
characterize the area immediately surrounding the Lakeland Mall.  While 
we do not see a change in the fundamentals in the area of the magnitude 
necessary to influence the marketability of the Partnership=s property, 
we are seeing a bit of economic activity.  It is occurring at a much 
smaller center which is across the street from the Lakeland Mall, of 
which portions are being converted from retail to low cost office space.  
Although the level of activity which is occurring is encouraging, it is 
not yet, in our opinion, large enough to impact the area and enhance the 
marketability of the Lakeland Mall.  We will, nonetheless, monitor it 
with care and see if it gives rise to interest from more qualified prospects.

     During the Fourth Quarter, we purchased an additional 195 units in the 
Partnership at an average price of $30.00 per unit.  A number of partners 
have expressed an interest in selling additional units.  We are considering 
further purchases but have not, as yet, decided to make them.

Sincerely,



Robert A. Kuras
President



Shirley K. Debelack
Treasurer








                                   -1-
                                   -9-
<PAGE>
                                Exhibit 1

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS

  Continental Real Estate Partners, Ltd., is a publicly owned limited 
partnership engaged in the business of acquiring, owning, operating and 
selling improved commercial real estate.  The Partnership's sources of 
cash, other than net proceeds from the sale or refinancing of partnership 
properties, are the net cash flows generated by the properties and interest 
earned on short-term investments.

Results of Operations

  For the years ended December 31, 1996 and 1995:

    The results from continuing operations of the Partnership were losses 
    of $307,958 and $364,695 for the years ended December 31, 1996 and 
    1995, respectively.  Operating revenues increased $22,303 from 1995 
    to 1996 primarily due to an increase in month-to-month leases.

    Operating expenses decreased $38,898 from 1995 to 1996.  Contracted 
    services decreased significantly.  These expenses were incurred 
    relative to investigating alternative uses for the Mall and to
    seek potential purchases of the Mall and most expenses were incurred 
    in 1995.  There were no other significant variances in expenses between 
    1996 and 1995.

    Operating revenues in the future will most likely be stable as the 
    major tenant is bound by its lease agreement through June 2007 and 
    the Partnership currently has no plans to terminate this lease
    agreement.  Both the retail and real estate markets continue to 
    be soft locally.  To the extent no new loans are obtained, debt 
    retirement will no longer impact results from operations or cash flow. 
    Depreciation charges will continue to decline unless a major renovation 
    were to occur in the future.  Should a renovation not occur, repairs 
    and maintenance may increase to maintain the present real estate
    in good condition.

Liquidity and Sources of Capital

    The liquidity position of the Partnership increased $87,517 for the 
    year ended December 31, 1996.  The net increase was due to cash flow 
    provided by operations.  

    In the short-term, the partnership should generate cash flows from 
    operations.  The Partnership's ability to generate cash flows in the 
    long-term will be dependent upon retention of current tenants and the
    ability to keep expenses in line with revenues.  Cash flows would be 
    adversely affected if a major renovation were to take place unless 
    the same were funded with the proceeds of refinancing.













                                   -2-
                                  -10-
<PAGE>

                  Continental Real Estate Partners, Ltd.


                           FINANCIAL STATEMENTS


                         AND REPORT OF INDEPENDENT


                       CERTIFIED PUBLIC ACCOUNTANTS


                             December 31, 1996

































































                                                           Dennis, Gartland &
                                                             Niergarth, P.C.   
                                  -3-
                                  -11-
<PAGE>
<TABLE>
               Continental Real Estate Partners, Ltd.
                                   
        STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
                                                                             
                          December 31, 1996
                                                                             
<CAPTION>                                                                     
                                                                  ASSETS      
   <S>                                                              <C>
Investments in real estate
  Land                                                      $     183,581 
  Land improvements                                             1,877,263   
  Buildings and equipment                                      11,927,766     

                                                               13,988,610 

  Less - accumulated depreciation                              11,194,873
                                                                              
                                                                2,793,737     
                                                                              
Cash                                                            1,065,816     
Other assets                                                      261,549     
                                                                               
                                                           $    4,121,102     
                                                                             
<CAPTION>                                                                     
        LIABILITIES AND PARTNERS' CAPITAL
    <S>                                                            <C>
LIABILITIES 
  Unclaimed distribution checks                             $     170,164 
  Accounts payable and accrued expenses                            46,311      
  Liabilities to general partner                                2,136,320     
                                                                2,352,795     
                                                                             
PARTNERS' CAPITAL                                                             
   General partner                                                380,796    
   Limited partners - 30,004 units of limited partnership 
     interest                                                   1,387,511     
         
                                                                1,768,307 
                                                                        
                                                            $   4,121,102 
<FN>                                                                         
The accompanying notes are an integral part of these financial statements.     
                                                               
                                  -4-
                                 -12-

</TABLE>
<PAGE>
<TABLE>

               Continental Real Estate Partners, Ltd.
                                                                           
                       STATEMENTS OF OPERATIONS
                                                                           
                      Years ended December 31,

<CAPTION>                                                                   
                                                      1996      1995   
   <S>                                                <C>        <C>
Operating revenue                                                             
   Rental income                                $   439,301  $ 417,078 
   "Other, principally operating expense 
      reimbursements"                                   350        270 
                                                                              
                                                    439,651    417,348 
                                                                        
Operating expenses                                                             
   Depreciation and amortization                    407,264    407,620 
   Insurance                                         85,968     78,744 
   Real estate taxes                                 72,534     72,615 
   Contracted services                               21,897     65,895 
   Repairs and maintenance                           49,722     49,799 
   Professional services                             38,446     40,135 
   Utilities                                         31,354     33,719 
   Property management fees                          26,752     22,046 
   Commissions                                       15,228     12,108 
   Investor communications                            5,140     10,702 
   Other                                             33,116     32,936 
                                                                           
                                                    787,421    826,319 
                                                                           
   Operating loss                                  (347,770)  (408,971)
                                                                           
Other income                                                                  
   Interest income                                   39,812     44,276 
                                                                           
NET LOSS                                          $(307,958) $(364,695)
                                                                           
Net loss allocated to:                                                         
   General partner                               $ (15,398)  $ (18,235)
   Limited partners - loss of $(9.75) and $(11.55)                            
     per unit of limited partnership interest                           
     outstanding for 1996 and 1995, respectively  (292,560)   (346,460)
                                                                           
                                                 $(307,958)  $(364,695)
                                                                              

The accompanying notes are an integral part of these financial statements.    
                                                                           
                                  -5-
                                  -12-
</TABLE>
<PAGE>
<TABLE>
               Continental Real Estate Partners, Ltd.
                                    
                       STATEMENTS OF CASH FLOWS
                                   
                      Years ended December 31,

<CAPTION>                                                                     
                                                      1996          1995      
<S>                                                   <C>           <C>
Cash flows from operating activities                                          
   Net loss                                        $(307,958)   $(364,695)
   Adjustment to reconcile net income to cash 
     provided by operating activities
        Depreciation and amortization                407,264      407,620 
        Increase in other assets                     (16,272)     (46,502)
        Increase (decrease) in accounts payable                               
          and accrued expenses                         4,483      (28,155)
                                                                               
Net cash provided (used) by operating activities      87,517      (31,732)
                                                                               
Cash flows from investing activities                                          
   Purchase of property and equipment                      -       (3,035)
                                                                              
NET INCREASE (DECREASE) IN CASH                       87,517      (34,767)
                                                                               
Balance of cash, beginning of year                   808,135      842,902 
                                                                              
Balance of cash, end of year                     $   895,652    $ 808,135 
                                                                              
                                                                        
A reconciliation of the ending balance of cash to the balance sheet is 
as follows:                                                                   
   Cash                                         $  1,065,816     $  978,299 
   Unclaimed distribution checks                    (170,164)      (170,164)

                                                $    895,652     $  808,135 
                                                                   
                                                   
                                                                              
                                                                              
                                                                              
<FN>                                   
The accompanying notes are an integral part of these financial statements.
                                  -6-
                                  -14-
</TABLE>
<PAGE>
<TABLE>
               Continental Real Estate Partners, Ltd.
                                   
              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                                                           
<CAPTION>                      
                                                                    Total    
                                            General   Limited     Partners'   
                                            Partner   Partners    Capital     
<S>                                              <C>        <C>        <C>     
Balance, December 31, 1994                                                    
   ($67.54 per unit of limited 
    partnership interest)                  $414,429  $2,026,531   $2,440,960
                                                                            
1995 net loss ($11.55 per unit of limited                                     
   partnership interest)                    (18,235)   (346,460)   (364,695)  

Balance, December 31, 1995                                                    
   ($55.99 per unit of limited 
    partnership interest)                   396,194   1,680,071   2,076,265  

1996 net loss ($9.75 per unit of limited                                       
   partnership interest)                    (15,398)   (292,560)   (307,958)
                                                                              
Balance, December 31, 1996                                                    
   ($46.24 per unit of limited 
    partnership interest)                   $380,796 $1,387,511  $1,768,307 
                                                                               
                                                                              
                                                                             
                                                                            
                                                                               
                                                                             
                                                                            
                                                                            
         
                                   
                                   
                                   
                                                                            
                                                                              
<FN>                                   
The accompanying notes are an integral part of these financial statements.   
                                  -7-
                                  -15-
</TABLE>
<PAGE>
                    Continental Real Estate Partners, Ltd.
                                  
                         NOTES TO FINANCIAL STATEMENTS
                                  
                                  
NOTE A - ORGANIZATION AND OPERATIONS

   Continental Real Estate Partners, Ltd. (the Partnership) was organized as 
a limited partnership under the laws of the Commonwealth of Massachusetts 
pursuant to a Partnership Agreement dated November 9, 1972.  The 
Partnership's sole business is the ownership and operation of the Lakeland
Mall in Lakeland, Florida.  The operations of the Partnership will cease 
upon the sale of all or substantially all of these assets or upon the 
expiration of the term of the Partnership in the year 2003.  The 
Bayberry Group, Inc. is the general partner of the limited partnership 
and has invested $15,000 for a 5% interest in the net profits or losses 
of the Partnership.  The remaining 95% of the net profits or losses are 
allocated to the limited partners in proportion to their share of ownership.

NOTE B - SUMMARY OF ACCOUNTING POLICIES

   A summary of the significant policies consistently applied in the 
preparation of the accompanying financial statements follows.

   Basis of Accounting and Distribution

   The accompanying financial statements have been prepared on the accrual 
basis of accounting; however, distributions will be made to the limited 
partners on the basis of cash available for distribution, if any, as 
defined in the Partnership Agreement and at the discretion of the general
partner.

   Lease Accounting

   The Partnership uses the operating method of accounting for its tenant 
leases.  Under this method of accounting, revenue from lease transactions 
is recognized ratably over the lease period and operations are charged 
with depreciation, maintenance costs and other expenses.  

   Investments in Real Estate

   The Partnership capitalizes the initial purchase price of land, land 
improvements, buildings and equipment.  All expenditures for improvements 
are added to the cost of the real estate.  Expenditures for maintenance 
and repairs after acquisition are charged against income as incurred. 
Gains or losses on the sale of any investment in real estate are reflected 
in operations in the year of disposition and the cost and related 
accumulated depreciation are removed from the accounts.

   Depreciation

   Depreciation of land improvements, buildings and equipment is computed 
using straight-line and declining balance methods.  Assets depreciated on 
a declining balance method are normally converted to the straight-line 
method at such point in their life when the latter method will produce
greater depreciation charges.  The range of useful lives over which 
depreciation is provided is substantially as follows:  land improvements - 
10 to 15 years, buildings - 15 to 40 years, and equipment - 3 to 15 years.  
Depreciation expense for the years ended December 31, 1996 and 1995,
was $407,264 and $407,620, respectively.
        
        
                                  -8-
                                  -16-
<PAGE>
              NOTES TO FINANCIAL STATEMENTS - Continued


NOTE B - SUMMARY OF ACCOUNTING POLICIES - Continued

   Cash and Cash Equivalents

   Cash and cash equivalents include savings and checking accounts and 
certificates of deposit maturing within three months.

   Income Taxes

   The Partnership is not subject to Federal income taxes.  Instead, the 
partners of the Partnership must include in their respective income tax 
returns their proportionate share of the earnings or loss of the 
Partnership.  Accordingly, no provision or credit has been recognized 
in the accompanying financial statements for Federal income taxes.
   
   Following is a reconciliation between net loss and taxable loss for the 
years ended December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                        1996          1995     
    <S>                                                  <C>           <C>
    Net loss                                           $(307,958)  $(364,695)
    Accrued expenses                                           -     (34,387)
    Tax depreciation under book depreciation             120,700     121,278
    Other                                                    785         909 

    Taxable loss - $(5.90) and $(8.77) 
      per unit of limited and 
      Partnership interest for 1996 and 
      1995, respectively                               $(186,473)  $(276,895)
</TABLE>

  The reported value of the Partnership's assets and liabilities exceeded 
their tax bases by $2,793,720 and $2,673,020 at December 31, 1996 and 1995, 
respectively.

  Other Assets

  Included in other assets is a leasing commission paid by the Partnership 
at the inception of the Wal-Mart lease.  The commission is being amortized 
using the straight-line method over the life of the lease (20 years).  
Accumulated amortization at December 31, 1996 and 1995 was $116,039 and 
$103,931, respectively.  

  Use of Estimates in the Preparation of Financial Statements

  The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities 
and disclosure of contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenues and expenses 
during the reporting period.  Actual amounts could differ from those 
estimates.








                                  -9-
                                  -17-
<PAGE>
              NOTES TO FINANCIAL STATEMENTS - Continued


NOTE B - SUMMARY OF ACCOUNTING POLICIES - Continued
  
  Fair Values of Financial Instruments
  
  The Partnership has a number of financial instruments, none of which are 
held for trading purposes.  The Partnership estimates that the fair value 
of all financial instruments at December 31, 1996 does not differ materially 
from the aggregate carrying values of its financial instruments recorded in 
the accompanying balance sheet.  The estimated fair value amounts have been 
determined by the Partnership using available market information and 
appropriate valuation methodologies.  Considerable judgment is necessarily 
required in interpreting market data to develop the estimate of fair value 
and, accordingly, the estimates are not necessarily indicative of the 
amounts that the Partnership could realize in a current market exchange.

NOTE C - FEES TO AFFILIATES

  Fees paid or accrued to the general partner or affiliates of the general 
partner in accordance with the Property Management Agreement and the 
Partnership Agreement for the years ended December 31, 1996 and 1995 
were as follows:

<TABLE>
<CAPTION>
                                             1996           1995                
      <S>                                    <C>           <C>
    Management fees                        $26,752       $22,046  
    Administrative cost reimbursement       18,408        18,408     
    Payroll, telephone and professional fee
      reimbursement                          4,320         4,320    

                                           $49,480        $44,774    
</TABLE>
        

NOTE D - SIGNIFICANT LEASES AND LEASE INFORMATION

  The following table summarizes the more significant leases in effect at 
Lakeland Mall at December 31, 1996:

<TABLE>
<CAPTION>
                                  Lease     
         Tenant                Expiration       Area in Square Feet
         <C>                      <C>                    <C>
      Wal-Mart                 June, 2007                   103,161

      Net leasable area                                     370,000
</TABLE>
           

  Lease revenues of $412,644 per year from Wal-Mart accounted for 94% and 96% 
of rental income at Lakeland Mall for the years ended December 31, 1996 and 
1995, respectively.  During 1994, Wal-Mart vacated its space.  However, 
Wal-Mart is still bound by terms of its lease agreement which expires June
2007.  The entire mall is currently vacant.






                                 -10-
                                  -18-
<PAGE>
              NOTES TO FINANCIAL STATEMENTS - Continued


NOTE D - SIGNIFICANT LEASES AND LEASE INFORMATION - Continued

  The following is a schedule by year of aggregate minimum future rentals on 
noncancellable operating  leases for the Partnership's rental properties as 
of December 31, 1996:

<TABLE>
<CAPTION>
<S>
    Years Ending
    December 31,
      <C>                                            
      1997                                            $   482,771
      1998                                                446,180
      1999                                                438,432
      2000                                                438,432
      2001                                                438,432
   Later years                                          2,512,376

                                                       $4,756,623
</TABLE>
  The Partnership generally does not require security deposits from its 
larger regionally or nationally recognized tenants.  As collateral for 
payments of the rents due from smaller regional or local tenants, the
Partnership strives to obtain personal and/or corporate guarantees.

  Should a tenant default under the terms of the lease agreement, payments 
of rents due may be pursued through the legal system.  For instances where 
a corporate or personal guarantee exists, a lien may be placed at the 
discretion of the court on any personal property the tenant may own, the 
value which may or may not be sufficient to cover rents due.  In the case 
of a tenant in bankruptcy, the Partnership's recovery may be limited due 
to the priority of its claim in relation to that of other creditors.


NOTE E - DISTRIBUTIONS TO PARTNERS

  Under the terms of the Partnership Agreement, as described in Article XI(b), 
certain distributions shall be made to the limited partners.  Annually, the 
general partner must determine Cash Available for Distribution, as defined 
in the agreement, and make distributions of such cash.  Presented below is 
the determination of Cash Available for Distribution as of December 31, 
1996 and 1995.

<TABLE>
<CAPTION>
                                                           1996       1995   
    <S>                                                    <C>         <C>
    Cash provided by operations since inception       $1,283,784  $1,196,267
    Accounts payable and accrued expenses                (46,311)    (50,580)
    Liabilities to general partner                    (2,136,320) (2,127,568)
    Cumulative distributions of cash                  (3,962,628) (3,962,628)

    Cash (deficiency) available for 
      distribution $(162.03) and $(164.79) 
      per unit as of December 31, 1996 
      and 1995, respectively                        $(4,861,475) $(4,944,509)
      
</TABLE>
      
      
      
      
                                 -11-
                                  -19-
<PAGE>
              NOTES TO FINANCIAL STATEMENTS - Continued


NOTE E - DISTRIBUTIONS TO PARTNERS - Continued

  In addition to the Cash Available for Distribution provision, Article V(6) 
of the agreement provides for the distribution of net proceeds arising from 
the sale of Partnership property.  Net proceeds shall be distributable to 
the limited partners as soon as feasible unless the general partner 
determines that it would be in the best interest of the limited partners 
to retain such proceeds or a portion thereof to reduce outstanding mortgage 
debt, to make capital improvements or to provide for contingencies.  
Accumulated undistributed net proceeds of $4,146,107 at December 31, 1996 
have been retained to reduce outstanding mortgage balances and other debts 
and make capital improvements.


NOTE F - INCENTIVE FEES

  Under the terms of the Partnership Agreement, as described in Article 
XII(d)(4), the general partner is entitled to receive an incentive fee 
equal to 10% of the net proceeds of any sales or refinancing of a
  Partnership property.  Payment of the incentive fee is postponed 
until the limited partners receive cumulative distributions from any 
source equal to 100% of their initial capital contribution plus an amount
  equal to the sum of 7% (non-compounded) of their adjusted capital 
contributions in each year in which the calculation occurs. 

  The incentive fees are accrued at December 31, 1996, but payment will be 
postponed until such time as the limited partners receive additional cash 
distributions aggregating approximately $7,380,320.  Distributions in 
excess of the limited partners' initial capital contribution have been paid.  
From the inception of the Partnership to December 31, 1996, the limited 
partners have received cash distributions aggregating $18,964,629.
  
  The incentive fees applicable to the sale of Partnership properties are 
as follows:

<TABLE>
<S>                                                       <C>
    Cedar Ridge - sold in 1979                        $   432,265
    Oakland Hills - sold in 1979                          127,240
    Columbia - sold in 1981                               152,593
    Oaks II and III - sold in 1981                        230,716
    Portion of Lakeland property - sold in 1984            25,202
    Karcher Mall - sold in 1986                           504,768
    Briarwood Apartments - sold in 1989                   430,108
    Interest in Lakeland Mall lease - sold in 1991        224,676

                                                       $2,127,568

</TABLE>

NOTE G - CONCENTRATIONS OF CREDIT RISK

  The Partnership maintains cash balances at several financial institutions.  
Accounts at each institution are insured by the Federal Deposit Insurance 
Corporation up to the maximum amount allowed.  At December 31, 1996, the 
Partnership's uninsured cash balances totaled $471,048.  Uninsured balances
  may have been higher during the year.





                                 -12-
                                  -20-
<PAGE>                                   








          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




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


     We have audited the statement of assets, liabilities and partners' 
capital of Continental Real Estate Partners, Ltd. (a Massachusetts limited 
partnership) as of December 31, 1996, and the related statements of 
operations, cash flows and changes in partners' capital for each of 
the years ended December 31, 1996 and 1995.  These financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these 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 audits 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 our audits provide 
a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of Continental Real Estate 
Partners, Ltd., as of December 31, 1996, and the results of its operations 
and cash flows for each of the years ended December 31, 1996 and 1995, in
conformity with generally accepted accounting principles.

                                                                       

January 17, 1997











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