SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                          -------------
                            FORM 10-K
                                     
(Mark One)
  X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934  [NO FEE REQUIRED]

For the fiscal year ended  December 31, 1996 

                                OR

______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ______________

                  Commission File Number: 1-8073

                          CV REIT, INC.
    (Exact name of the registrant as specified in its charter)

      Delaware                         59-0950354 
(State of Incorporation)     (I.R.S. Employer Identification No.)

100 Century Boulevard, West Palm Beach, Florida        33417
   (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:  407-640-3155

Securities registered pursuant to Section 12(b) of the Act:

                                   Name of each exchange on
     Title of each class                which registered

Common stock, par value            New York Stock Exchange
     $.01 per share


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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days.         Yes   X     No      

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.   [ X ]


          
            AGGREGATE MARKET VALUE OF THE VOTING STOCK
             HELD BY NONAFFILIATES OF THE REGISTRANT


     Common Stock, par value $.01 per share ("Common Stock"), was
the only class of voting stock of the Registrant outstanding on
December 31, 1996.  Based on the last sale price of the Common
Stock on the New York Stock Exchange as reported by the
consolidated transaction reporting system on January 31, 1997
($13.50), the aggregate market value of the 6,206,333 shares of the
Common Stock held by persons other than officers, directors and
persons known to the Registrant to be the beneficial owner (as that
term is defined under the rules of the Securities and Exchange
Commission) of more than five percent of the Common Stock on that
date was approximately $84 million.  By the foregoing statements,
the Registrant does not intend to imply that any of these officers,
directors or beneficial owners are affiliates of the Registrant or
that the aggregate market value, as computed pursuant to rules of
the Securities and Exchange Commission, is in any way indicative of
the amount which could be obtained for such shares of Common Stock.




      APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
           PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or
14(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

                    Yes ___   No ___



            (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date:

       7,966,621 shares of Common Stock, par value $.01 
     per share, were outstanding as of January 31, 1997.


               DOCUMENTS INCORPORATED BY REFERENCE

           Definitive Proxy Statement of CV Reit, Inc.
           for the 1997 Annual Meeting of Stockholders
                    (incorporated in Part III)



                              PART I



Item 1.   Business


General

CV Reit, Inc. (hereinafter, together with its subsidiaries, the
"Company" or "Registrant") has operated as a real estate investment
trust ("REIT") under Sections 856 through 860 of the Internal
Revenue Code since January 1, 1982.  The Company has invested in a
portfolio of real estate interests consisting primarily of real
estate mortgage notes.

A REIT must be a calendar year unincorporated trust, association or
corporation with certain attributes including the following:


*    At no time during the last half of its taxable year may more
     than 50% in value of its outstanding stock be owned directly
     or indirectly by or for five or fewer individuals.  Certain
     rules regarding constructive ownership and attribution of
     stock apply for purposes of this test.

*    Gross income tests must be met:  a) at least 75% must be from
     specified types of real property related income, b) at least
     95% must be from such real property related and other
     specified investment income, and c) less than 30% must be from
     short term capital gains from stocks, etc., "prohibited
     transactions" or gain from the sale or disposition of real
     property (other than by involuntary conversion or disposition
     of mortgage foreclosure property) held less than four years.

*    At the close of each quarter of the tax year, at least 75% of
     the value of its total assets must be in real estate assets
     (including real estate mortgage loans), government securities,
     and cash and cash items.  Not more than 25% of the value of
     its total assets may be invested in securities other than
     government securities and real estate assets.  It may not
     invest more than 5% of the value of the total assets of the
     trust in the securities of any nongovernmental issuer (other
     than securities qualifying as real estate assets), and, with
     certain exceptions, may not own more than 10% of the out-standing 
     voting securities of any nongovernmental issuer.



A Company which qualifies as a REIT may, if it distributes at least
95% of its ordinary taxable income for a taxable year, deduct
dividends paid to stockholders with respect to such taxable year
from taxable income.  The Company intends to operate in such a
manner that it will continue to qualify as a REIT.  In any year in
which it so qualifies, the Company itself will not be taxed under
the Code on income distributed to its stockholders attributable to
that year.

The primary objective of the Company is to provide income for
distribution to its stockholders.  The Company considers
appropriate investments in real estate or interests in real estate
and real estate mortgages, and securities or interests in persons
engaged in real estate activities.  The Company intends to maintain
the percentages of its assets in various types of investments
necessary to continue to qualify as a REIT.  The Company may borrow
money and issue additional debt securities, preferred stock, or
other equity securities, including securities senior to its Common
Stock, in connection with the acquisition of future investments, or
to otherwise finance its operations.


Recent Development

On February 3, 1997, the Company announced that it was engaged in
discussions with private parties with respect to several related
transactions under which the Company would acquire controlling
interests in a number of strip shopping centers.  Under the
proposed transactions, the Company would issue additional shares
and would, together with others, transfer real estate interests to
an operating partnership of which a principal of one of the other
parties would be the chief executive officer.  The Company has
entered into an agreement with respect to the sharing of certain
due diligence expenses relating to the proposed transactions, which
are also subject to the negotiation of agreements, board and
shareholder approvals, and other conditions.  There is no assurance
that the proposed transactions will be consummated.


Real Estate Mortgage Notes
   
At December 31, 1996, total assets of the Company were
approximately $119 million, including  $84.8 million  in real
estate mortgage notes, $5.5 million in real estate acquired by
foreclosure (net of allowance for losses), $13.2 million of income
producing real estate (primarily partnership interests in three
self-storage warehouses, a shopping center, a motel and an office
building) and $14 million in cash, cash equivalents and short-term
investments.  The Company's principal investments in real estate
mortgage notes are described in detail herein and are summarized as
follows (in thousands):


                                                 December 31,
                                              ------------------
                                                1996      1995
                                              --------  --------
Long Term Recreation Notes
  (the "Recreation Notes")                     $67,302   $68,243
Hilcoast Development Corp. ("Hilcoast"):
  Lines of Credit                               10,039    15,570
  Other                                          6,308     8,039
Century Plaza Note (1)                              -      6,282
First mortgage notes, maturing through
  1998, with interest ranging from
  8.9% to 11.5%, collateralized 
  primarily by real property in Palm
  Beach and Broward Counties, Florida            1,159     1,785
                                              --------  --------
            Totals (2)                         $84,808   $99,919 
                                              ========  ========
_________
(1)  See Item 3. Legal Proceedings - Century Plaza regarding the      
     acquisition of the Century Plaza Shopping Center in connection
     with certain litigation. 

(2)  As of December 31, 1996, none of the above real estate
     mortgage notes were delinquent. 


     Recreation Notes

At December 31, 1996, the Recreation Notes consisted of $25  
million due from Hilcoast (the "Hilcoast Recreation Note" - see
Relationship Between the Company and Hilcoast), collateralized by
a first mortgage on certain real estate within the Century Village
at Pembroke Pines, Florida adult condominium project ("Pembroke
Century Village"), including the recreation facilities at that
project (the "Pembroke Recreation Facilities"), and $42.3 million,
collateralized by first mortgages on the recreation facilities at
the three previously completed Century Village communities,
including $11.2 million due from H. Irwin Levy (the "Levy Note"),
a principal stockholder and former Chairman of the Board of the
Company and a principal stockholder, Chairman of the Board and
Chief Executive Officer of Hilcoast.  

The Hilcoast Recreation Note bears interest at prime (8.25% at
December 31, 1996) plus 3%, but in any event not less than 9% nor
more than 11%, and currently requires monthly interest payments
only.  Upon the earlier to occur of delivery of the last
condominium apartment at the Pembroke Century Village or July 31,
1998, the Hilcoast Recreation Note is scheduled to be converted to
an 11%, fixed rate, 25 year, $25 million, self-amortizing loan
providing for equal monthly payments of principal and interest in
the aggregate amount of $2.9 million per annum.  This note may not
be prepaid by Hilcoast without a prepayment penalty and will be
collateralized by a first mortgage on the Pembroke Recreation
Facilities.

The remaining Recreation Notes generally arose from the Company's
sale of the recreation facilities at the Century Village adult
condominium communities in West Palm Beach and Deerfield Beach,
Florida to unrelated parties in January 1982 and in Boca Raton,
Florida to Mr. Levy in December 1981.  The terms of Mr. Levy's
acquisition of the recreation facilities, including the terms and
security of the Levy Note, were substantially the same as the terms
of the sales (negotiated independently) of the other two recreation
facilities.  These notes principally consist of 30 year non-recourse 
notes maturing in 2012, with interest rates averaging 13% (13.25% in 
the case of the Levy Note).   Equal monthly self-amortizing installments 
of principal and interest in the aggregate amount of $6.5 million per 
annum are required, including $1.7 million from Mr. Levy.  The Levy 
Note may not be prepaid; prepayments on the other Recreation Notes 
generally are not permitted until 2007.  Since 1990, companies owned 
by Mr. Levy and certain members of his family have leased, managed 
and operated the recreation facilities at the Century Villages in 
West Palm Beach, Deerfield Beach and Boca Raton, which are collateral 
for these notes.

The Recreation Notes, excluding the Hilcoast Recreation Note, are
pledged as collateral for Collateralized Mortgage Obligations
("CMO's") issued by the Company which, as of December 31, 1996, had
an outstanding balance of $35.1 million (net of $809,000
unamortized discount based on an effective interest rate of 8.84%). 
See Management's Discussion and Analysis of Results of Operations
and Financial Condition - Liquidity and Capital Resources for a
description of the CMO's.

The Hilcoast Recreation Note is pledged as collateral for a $2.5
million promissory note to a bank, consisting of a $1 million line
of credit through May 1, 1998 which as of December 31, 1996, had no
outstanding balance, and a $1.5 million Letter of Credit issued by
that bank for the benefit of Hilcoast.

  
     Hilcoast

     Lines of Credit

Lines of credit to Hilcoast (the "Lines of Credit" - see
Relationship Between the Company and Hilcoast) consist of revolving
construction loan commitments which as of December 31, 1996,
aggregated $12.9 million of which $10 million was outstanding on
that date.  The Lines of Credit are collateralized by certain real
estate within the Pembroke Century Village; bear interest, payable
monthly, ranging from prime plus 3% (but in any event not less than
9% nor more than 11%) to 12.5%; mature gradually through July 1998;
provide for unused commitment fees ranging from .9% to 1.8% per
annum;  and, require specific release prices, principally based on
sales of condominium apartments at the  Pembroke Century Village,
to be applied as permanent reductions of amounts available under
the Lines of Credit.


     Other

Other real estate mortgage notes due from Hilcoast amounted to $6.3
million as of December 31, 1996 and included $5 million payable
July 31, 1998, with interest, payable quarterly, at 10%,
collateralized by the Pembroke Recreation Facilities.  The
remaining mortgage note due from Hilcoast matures in December 1997
and bears interest, payable monthly, at prime plus 3% (but in any
event not less than 9% nor more than 11%).


Real Estate Acquired by Foreclosure

Real estate acquired by foreclosure, which consists of various
properties acquired by foreclosure or deed in lieu thereof and held
for resale, is summarized as follow (in thousands):

                                                December 31,
                                             -----------------
                                              1996       1995
Commercial:                                  -------   -------  
  Broward County, Florida:
    Nine acre site in Dania                  $ 5,000   $ 5,000
    29 acre site in Miramar                    2,595     2,595
                                             -------   ------- 
          Total commercial                     7,595     7,595
Residential                                      257       381
                                             -------   ------- 
                                               7,852     7,976    
Less allowance for losses                     (2,401)   (3,107)
                                             -------   ------- 
          Totals                             $ 5,451   $ 4,869
                                             =======   =======


Real Estate and Investments in Real Estate Partnerships

     The Company's real estate equities are located in southeast
Florida and are summarized as follows (in thousands):

                                                December 31,
                                             -----------------
                                              1996       1995
                                             -------   -------
Century Plaza Shopping Center                $ 7,402   $    -
Days Inn motel                                 4,058     4,054
Administration Building                          962       959
Other                                             81        79 
                                             -------   -------
                                              12,503     5,092
Less accumulated depreciation                 (2,425)   (2,202)
                                             -------   -------
                                              10,078     2,890
45%-50% investments in self-storage
  warehouse partnerships                       3,165     3,218
                                             -------   -------
          Totals                             $13,243   $ 6,108
                                             =======   =======

     Century Plaza Shopping Center

On September 30, 1996, the Company purchased the Century Plaza
Shopping Center (see Item 3. Legal Proceedings - Century Plaza for
a detailed discussion), located near the main entrance to Century
Village at Deerfield Beach, Florida.  The center contains
approximately 85,000 square feet and as of December 31, 1996, was
92% leased, including 38% leased to medical and medical-related
tenants.  The Broward County Library leases the greatest amount of
space at the center, occupying approximately 6,200 square feet. 
The leases are generally for three, five or ten year terms on a
triple net basis, with annual increases based on increases in the
consumer price index.


     Motel

The Company owns a 154-room Days Inn motel, located near the
entrance to Century Village at West Palm Beach, Florida.  The motel
is leased to a corporation controlled by Alan Shulman, a director
of the Company.  

The lease,  as amended, provides for annual rental through the
expiration of the lease term on August 31, 1999, equal to a minimum 
of $330,000, plus 30% of gross room revenues in excess of $1.3
million.  The lease also provides for the lessee to pay all
operating costs of the motel, including real estate taxes and
insurance, and to pay to the Company 50% of certain amounts
received by the lessee from the concessionaire who operates the
food and beverage facilities at the motel.


     Administration Building  

The Company owns a two-story office building containing
approximately 25,000 square feet (the "Administration Building"),
located within the Century Village at West Palm Beach community, a
minor portion of which is occupied by the Company as its corporate
headquarters.  The Company leases approximately 15,000 square feet
to an unrelated party for provision of physician and medically
related services through May 9, 2000, with five additional five-year 
options, at a current annual base rent of $10.30 per square
foot on a triple net basis plus annual increases of 3%-4%.  The
Company leases approximately  3,000 square feet on a month to month
basis to a company owned by Mr. Levy and a member of his family at
a monthly rental of approximately $2,500, plus an allocation of
utility expenses.  


     Self-Storage Warehouses

The Company, through three wholly-owned subsidiaries, has 45%-50%
general and limited partnership interests in three partnerships
whose principal assets consist of self-storage warehouses,  two in
Dade County and one in Palm Beach County, Florida with an aggregate
of approximately 3,000 units, managed by independent parties.  The
Company's partners in these partnerships are Felix Granados, Sr.
and certain members of his family.  The subsidiaries have no
financial obligation with respect to such partnerships except under
state law, as general partners.  The subsidiaries receive monthly
distributions from each of the partnerships based on cash flows.


Industry Factors

The results of operations of the Company depend upon the
availability of suitable opportunities for investment and
reinvestment of its funds and on the yields available from time to
time on mortgage and other real estate investments, which in turn
depend to a large extent on the type of investment involved,
prevailing interest rates, the nature and geographical location of
the property, competition  and  other  factors,  none of which can
be predicted with certainty.  The Company competes for acceptable
investments with  financial institutions, including banks,
insurance companies, savings and loan associations, pension funds,
and other real estate investment trusts which have investment
objectives similar to those of the Company and some of which may
have greater financial resources than the Company.  The Company is
not aware of statistics which would allow it to determine its
position with respect to all of its competitors in the real estate
investment industry.

Historically, the Company has invested in real estate  and
mortgages in real estate projects located primarily in the State of
Florida.  Although certain fundamental aspects of the Florida
market, including economic development opportunities and an
attractive climate and quality of life, have contributed to
Florida's significant population and economic growth, the Florida
economy, in general, and the Florida real estate market,
specifically, are cyclical. 

The Company's mortgage notes receivable are collateralized by land
and improvements within residential projects, generally located in
southeast Florida.  The competitive environment for those projects
and the Company's real estate acquired by foreclosure may affect
the future income of the Company, and the Company may not be immune
from the risks connected with these projects.

Potential competition to the Company's shopping center, motel and
self-storage warehouse partnerships comes from similar facilities
in the immediate surrounding area.  Therefore, the operations of
these properties could be adversely affected by the building of
additional similar facilities in those areas.


Relationship Between the Company and Hilcoast

On July 31, 1992, Hilcoast, an affiliate of the Company on that
date, acquired certain assets from a previous borrower of the
Company, pursuant to approval by the Bankruptcy Court of the
Southern District of Florida in connection with Chapter 11
proceedings filed by that borrower.  The assets were acquired by
Hilcoast subject to the borrower's indebtedness to the Company,
consisting of a term loan in the amount of $41.7 million which as
of December 31, 1996 had an outstanding balance of $25 million (see
Real Estate Mortgage Notes - Recreation Notes) and certain lines of
credit (see Real Estate Mortgage Notes - Hilcoast - Lines of
Credit).

On July 31, 1992, H. Irwin Levy resigned as Chairman of the Board
of the Company, Joseph D. Weingard resigned as a director, Michael
S. Rubin resigned as Vice President-Real Estate Management and Jack
Jaiven resigned as Vice President and Treasurer of the Company. 
Those individuals were elected to positions as directors and/or
officers of Hilcoast.

Effective July 31, 1992, the Company and Hilcoast entered into a
consulting and advisory agreement under which Hilcoast provides
certain investment advisory, consulting and administrative services
to the Company, excluding matters related to Hilcoast's loans from
the Company.  The agreement, which originally expired on July 31,
1994, has been extended to July 31, 1997 and provides for the
payment of $10,000 per month to Hilcoast, plus reimbursement for
reasonable out of pocket expenses.  The agreement may be terminated
by Hilcoast upon 180 days notice and by the Company upon 30 days
notice.  During 1996, the Company paid $120,000 to Hilcoast under
this agreement, plus expense reimbursement.


Employees

On December 31, 1996, the Company employed 3 persons. 


Item 2.  Properties


See Item 1.   Business - Real Estate and Investments in Real Estate
Partnerships. 


Item 3.  Legal Proceedings


TGI Development, Inc. ("TGI")

On October 9, 1989, TGI filed a complaint in the Circuit Court of
Palm Beach County against the Company, H. Irwin Levy and certain
unrelated parties alleging misrepresentations by the defendants in
connection with TGI's purchase and development of land from a
previous borrower of the Company.  The complaint, as subsequently
amended, consisted of counts of common law fraud and breach of
contract and sought  compensatory damages  of approximately $2
million in addition to punitive damages.  On October 3, 1990, the
Company filed a counterclaim against TGI in connection with an
$800,000 promissory note from TGI to the Company.  On February 9,
1994, the Circuit Court granted a Final Judgment in favor of the
Company, which dismissed TGI's claim of common law fraud against
the Company and struck its punitive damage claim.  In accordance
with an agreement between the parties, on August 23, 1994, the
Court dismissed the breach of contract claim with prejudice and
entered a judgment in the amount of $1.1 million in favor of the
Company on the aforementioned counterclaim.  The Company agreed not
to execute that judgment until completion of TGI's appeal of the
Final Judgment on its claim for compensatory damages.  On January
3, 1996, the Fourth District Court of Appeals reversed the Final
Judgment.  The Company unsuccessfully appealed this reversal to the
Florida Supreme Court and the case has been remanded for trial to
the Circuit Court.  Although the Company believes it has
substantial defenses, the ultimate outcome of this litigation
cannot presently be determined.  Accordingly, no provision for any
liability that may result upon final adjudication has been made in
the accompanying financial statements.  In management's opinion,
the final outcome of this litigation will not have a material
adverse effect on the Company's financial condition.

Century Plaza

In December 1989, the Company sold its 85,000 square feet Century
Plaza Shopping Center ("Century Plaza") in Deerfield Beach, Florida
to Century Plaza Investments, Inc., an unrelated party, for $8
million, consisting of $1.6 million cash and a $6.4 million first
mortgage note due on December 31, 1994 (the "Century Plaza Note"). 
On December 5, 1994, the buyer (the "Plaintiff") filed a Complaint,
as amended,  in the Circuit Court of Broward County, Florida,
against the Company seeking a judicial declaration as to the
Plaintiff's obligation to provide parking areas to members of a
religious institution located adjacent to Century Plaza.  The basis
for the Complaint was that the Company failed to advise the
Plaintiff that in 1978, a former officer of the Company had
allegedly consented to a limited number of parking spaces to be
allocated by the City of Deerfield Beach to the religious
institution.  The Plaintiff sought recision of the original sales
agreement and the Century Plaza Note, restoration of amounts paid
by the Plaintiff to the Company pursuant to the sales agreement,
plus interest thereon, and reconveyance of Century Plaza to the
Company.

The Century Plaza Note was not paid on its December 31, 1994
maturity date and the Company instituted foreclosure proceedings. 
During 1995 and through September 30, 1996, the Plaintiff remitted
monthly interest payments to the Company.  On September 30, 1996,
a subsidiary of the Company acquired Century Plaza from the
Plaintiff for $1.1 million cash in excess of the approximately $6.3
million outstanding balance of the Century Plaza Note, an amount
which is not in excess of fair value.  In connection with this
acquisition, the Plaintiff and the Company filed voluntary
dismissals of their respective claims with prejudice.

Other

The Company is subject to various claims and complaints relative to
its business activities.  In the opinion of management, the
ultimate disposition of these matters will not have a material
adverse effect on the Company's financial position.



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

               None.



                             PART II



Item 5.   Market for Registrant's Common Stock
          and Related Security Holders Matters


     The Common Stock of the Company is listed for trading on the
New York Stock Exchange under the symbol CVI.  The following table
sets forth the high and low sales prices per share and the 
dividends per share declared by the Company on the Common Stock,
for each quarter during the past two years.


                            Market
                          Price Range
                     -------------------         Dividends  
                     High            Low         Declared 
                     ----            ---       ------------   
1996

First Quarter       11-7/8          10-5/8        $ .27
Second Quarter      11-1/2          10-3/8          .29
Third Quarter       12-1/8          11              .29
Fourth Quarter      13-3/4          11-7/8          .29
                                                  -----
                                                  $1.14
                                                  =====


1995

First Quarter        9-1/2          8-7/8         $ .27
Second Quarter       9-7/8          8-7/8           .27  
Third Quarter        9-3/4          8-7/8           .27
Fourth Quarter      11-1/4          9-3/8           .27
                                                  -----
                                                  $1.08
                                                  =====

As of January 31, 1997, the Company had 7,966,621 shares of Common
Stock outstanding and 1,999 holders of record of such stock.

The Company expects to continue to qualify as a REIT.  A
corporation which qualifies as a REIT may deduct from taxable
income dividends paid to stockholders.  





Item 6.  Selected Financial Data
(in millions, except per share data)


                                       Year Ended December 31,
                               --------------------------------------
                                1996    1995    1994    1993    1992 
                               ------  ------  ------  ------  ------

Total revenues                  $13.2   $13.4   $13.9   $15.4   $15.1
                               ======  ======  ======  ======  ======

Income before income taxes       $9.4    $8.4    $6.3   $11.3   $13.0
                               ======  ======  ======  ======  ======

Net income                       $9.6    $9.4    $6.3    $9.5    $9.9
                               ======  ======  ======  ======  ======
                 
Net income per common share     $1.20   $1.18   $0.79   $1.29   $1.38
                               ======  ======  ======  ======  ======

Dividends declared per share:
  Cash                          $1.14   $1.08   $1.08   $1.00   $0.45
  Hilcoast Development Corp.
   Common Stock                     -       -       -       -    0.19(1)
                               ------  ------  ------  ------  ------
                                $1.14   $1.08   $1.08   $1.00   $0.64
                               ======  ======  ======  ======  ======

At Year End:
Total assets                   $118.9  $120.0  $122.8  $163.2  $160.0
                               ======  ======  ======  ======  ======

Borrowings                      $35.1   $37.1   $38.9   $77.2   $83.5
                               ======  ======  ======  ======  ======
Stockholders' equity:
  Total                         $73.7   $73.2   $72.4   $74.7   $66.0
                               ======  ======  ======  ======  ======

  Per common share              $9.25   $9.19   $9.09   $9.38   $9.14
                               ======  ======  ======  ======  ======


________
 (1) Based on 75 cents per share market price of Hilcoast Development
     Corp. ("Hilcoast") Common Stock on October 19, 1992.  The
     distribution was based upon one share of Hilcoast Common Stock for
     each four shares of the Company's Common Stock owned.
     




Item 7.  Management's Discussion and Analysis of Results
         of Operations and Financial Condition


                      Results of Operations


                      1996 Compared to 1995


Funds From Operations

The Company's Funds From Operations generally consists of net
income, excluding reversal of previously recorded losses, gains or
losses on the sales of GNMA certificates and real estate, and
income tax benefit, plus depreciation of real property (including
the Company's share of depreciation in connection with its equity
in earnings of unconsolidated partnerships.)


For the year ended December 31, 1996, Funds From Operations was
$8.9 million compared to $8.7 million for 1995.

The increase in Funds From Operations reflects reductions in
general and administrative expenses, principally personnel costs,
professional fees and insurance, partially offset by lower net
interest income (interest income less interest expense) resulting
from net principal payments received under the Hilcoast mortgage
notes, which repayments were generally reinvested in lower yielding
short-term investments (see Liquidity and Capital Resources).

As a result of the acquisition of the Century Plaza shopping center
on September 30, 1996, the Company expects net rental income (rent
income less related operating costs) to increase during 1997.  This
increase will be partially offset by the elimination of interest
income on the Century Plaza Note (see Item 3. Legal Proceedings -
Century Plaza).


Net Income

For the year ended December 31, 1996, net income was $9.6 million
or $1.20 per share compared to $9.4 million or $1.18 per share for
the same period in 1995.

The 1996 net income includes a $906,000 credit, primarily
consisting of a reversal of previously recorded losses, and a
$121,000 deferred income tax benefit.  The 1995 net income includes
a $1 million deferred income tax benefit.




                      1995 Compared to 1994

Funds From Operations


For the year ended December 31, 1995, Funds From Operations was
$8.7 million compared to $8.4 million for 1994.

The increase in Funds From Operations reflects a reduction in
general and administrative expenses and higher rental income
received from the Days Inn motel and the Administration Building. 
In addition, although there was a $386,000 reduction in net
interest income in 1995 resulting from the sale in April 1994 of
the Company's leveraged GNMA certificate portfolio, this reduction
was offset by an increase in interest income earned on the
Company's variable rate mortgage notes receivable, primarily due to
increases in the prime rate.


Net Income

For the year ended December 31, 1995, net income was $9.4 million
or $1.18 per share compared to $6.3 million or $.79 per share for
the same period in 1994.

The 1995 net income includes a $1 million deferred income tax
benefit.  The 1994 period includes a $2.4 million loss on the
aforementioned sale of the Company's GNMA certificate portfolio and
a $630,000 reversal of previously recorded losses.


                 Liquidity and Capital Resources

At December 31, 1996, total assets were $119 million, including
$84.8 million in real estate mortgages notes.  Approximately $67.3
million of the real estate mortgage notes are  collateralized by
recreation facilities under long-term leases with unit owners at
approximately 29,000 apartments at Century Village adult
condominium communities at Pembroke Pines, West Palm Beach,
Deerfield Beach and Boca Raton, Florida, and generally provide for
self-amortizing, equal monthly installment payments through 2028
(the "Recreation Notes" - see Note 2(b) to Consolidated Financial
Statements).  The operations of these facilities historically have
been profitable and, in the Company's opinion, are not likely to be
affected by adverse economic conditions.

The remaining $17.5 million of real estate mortgage notes are
collateralized by real estate within residential projects,
generally located in southeast Florida, including $16.3 million due
from Hilcoast, principally collateralized by first mortgages on
certain real estate at the Century Village at Pembroke Pines adult
condominium community in Broward County, Florida (the "Pembroke
Century Village" - see Note 2(c) to Consolidated Financial
Statements).  At December 31, 1996, 7,113 units had been sold and
delivered at the planned 7,780 unit Pembroke Century Village and
the backlog of units under contract for future delivery was 140
units with a sales value of $11.7 million.

Collections on the Company's real estate mortgage notes may be
affected by the future success of the projects which collateralize
these notes, which may, in turn, be affected by conditions in the
housing market.

Operating funds are currently generated from interest income on
mortgage notes and rentals from income producing properties. 
Dividend payments  to stockholders, in accordance with the
provisions of the Internal Revenue Code, limit the Company from
utilizing significant amounts of income-generated funds for
investment purposes. 

Since its qualification as a REIT and until 1990, monies received
from the repayment of existing mortgage notes and borrowings were
generally reinvested in new and existing mortgage notes and other
real estate related investments, including loans to developers for
the purpose of acquiring, developing or constructing real estate. 
In the past several years, the Company's only new loan commitments
have been in connection with its existing borrowers.  The Company
has generally reinvested its other available funds in high quality
short-term corporate and government securities.  The Company
expects to pursue this strategy while it continues to evaluate
alternative real estate investments.  See Item 1. Business - Recent
Development regarding discussions concerning possible acquisition
of controlling interests in a number of shopping centers.  During
1996, there were no new loan commitments.

At December 31, 1996, commitments on outstanding real estate loans
consisted of $2.9 million under the Hilcoast Lines of Credit.  The
Company expects to be able to meet these commitments with operating
cash flows and existing cash balances.  There are currently no
material commitments for capital expenditures.

During 1996 and 1995, the Company declared cash dividends of $1.14
and $1.08 per share, respectively, aggregating $9.1 million and 
$8.6 million, respectively, which approximates the Company's Funds
From Operations.

At December 31, 1996, the outstanding balance of the Company's
Collateralized Mortgage Obligations (the "CMO's") amounted to $35.1
million (net of unamortized discount of $809,000 based on an
effective interest rate of 8.84%).  The CMO's are collateralized by
$42.3 million of the Recreation Notes and require self-amortizing
principal and interest payments through March 2007.  During the
term of the CMO's, the Company's scheduled annual debt service
requirement approximates $5.2 million compared to annual principal
and interest payments scheduled to be received under the related
mortgage notes receivable of $6.5 million.

                            Inflation


As of December 31, 1996, the Company had no variable interest rate
borrowings; however, the Company's interest-sensitive mortgage
notes receivable amounted to $34 million on which the interest rate
is limited to the lower of 11% or prime + 3%.  As of December 31,
1996, the interest rate on those notes had reached the 11% ceiling;
accordingly, in the event of inflation, even if such inflation is
accompanied by rising interest rates, the effect on the Company's
results of operations is not expected to be material.


    Forward Looking Information: Certain Cautionary Statements


Certain statements contained in "Management's Discussion and
Analysis of Results of Operations and Financial Condition" and
elsewhere in this Form 10-K, that are not related to historical
results, are forward looking statements, such as collectibility of
the Company's real estate mortgage notes, its anticipated liquidity
and capital requirements and the results of legal proceedings.  The
matters referred to in forward looking statements are based on
assumptions of future events which may not prove to be accurate and
which could be affected by the risks and uncertainties involved in
the Company's business; accordingly, actual results may differ
materially from those projected and implied in the forward looking
statements.  These risks and uncertainties include, but are not
limited to, the effect of conditions in the residential and
commercial real estate market and the economy in general, the level
and volatility of interest rates, Court decisions regarding the
Company's litigation, the impact of current or pending legislation
and regulation, as well as certain other risks described in the
Form 10-K.  Subsequent written and oral forward looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by cautionary statements in
this paragraph and elsewhere described in this Form 10-K and in
other reports filed by the Company with the Securities and Exchange 
Commission.


Item 8.  Financial Statements and Supplementary Data



      Table of Contents to Consolidated Financial Statements



                                                          Page
                                                          ----

Report of Independent Certified Public Accountants         20

Consolidated Financial Statements:

     Balance Sheets - December 31, 1996 and 1995           21
        
     Statements of Income - Years Ended
         December 31, 1996, 1995 and 1994                  22

     Statements of Stockholders' Equity - Years
         Ended December 31, 1996, 1995 and 1994            23

     Statements of Cash Flows - Years Ended
         December 31, 1996, 1995 and 1994                  24

     Notes to Consolidated Financial Statements           25-37 

Consolidated Financial Statements Schedules:

     Schedule IV  -  Mortgage Loans on Real Estate         38





Schedules, other than that listed above, are omitted because of the
conditions under which they are required, or because the
information required therein is set forth in the consolidated
financial statements or the notes thereto.



        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors of CV Reit, Inc.
West Palm Beach, Florida


We have audited the accompanying consolidated balance sheets of CV
Reit, Inc. and subsidiaries as of December 31, 1996 and 1995 and
the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended
December 31, 1996.  We have also audited the schedule listed in the
accompanying index.  These financial statements and the schedule
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements and the schedule 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 and schedule 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 CV Reit, Inc. and subsidiaries at December 31, 1996 and
1995, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

Also, in our opinion, the schedule presents fairly, in all material
respects, the information set forth therein.





West Palm Beach, Florida             BDO SEIDMAN, LLP
February 3, 1997




                  CV REIT, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                      (dollars in thousands)

                                                 December 31,
                                             -------------------
            ASSETS                             1996       1995
            ------                           --------   --------
Real estate mortgage notes (Notes 2 and 8):
  Long Term Recreation Notes                 $ 67,302   $ 68,243
  Other                                        17,506     31,676
                                             --------   -------- 
                                               84,808     99,919
Real estate acquired by foreclosure 
  (net of allowance for losses of $2,401 
   and $3,107 - Note 3)                         5,451      4,869
Real estate and investments in real
  estate partnerships, net of
  accumulated depreciation (Note 4)            13,243      6,108
Cash and cash equivalents (includes
  $898 and $884 restricted)                     7,564      7,633
Short-term investments                          6,436          -
Other                                           1,428      1,492
                                             --------   -------- 
                                             $118,930   $120,021
                                             ========   ======== 
     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities and other credits:
  Collateralized Mortgage Obligations
    (Note 5)                                 $ 35,064   $ 37,074
  Accounts payable, accruals and
    other liabilities                             599        192
  Dividends payable                             2,552      2,407
  Deferred income taxes (Note 9)                7,041      7,162
                                             --------   -------- 
     Total liabilities and other credits       45,256     46,835
                                             --------   -------- 
Commitments and contingencies (Notes 2, 5, 6 and 11) 

Stockholders' equity:
  Common stock, $.01 par-shares authorized
    10,000,000; outstanding 7,966,621              80         80
  Additional paid-in capital                   18,490     18,490
  Retained earnings                            55,104     54,616
                                             --------   -------- 
     Total stockholders' equity                73,674     73,186 
                                             --------   --------
                                             $118,930   $120,021
                                             ========   ========

     See accompanying notes to consolidated financial statements.

                  CV REIT, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
          (dollars in thousands, except per share data)


                                           Year Ended December 31,
                                      --------------------------------- 
                                        1996        1995        1994
Revenues:                             ---------   ---------   --------- 
  Interest, substantially  
    from mortgage notes, and
    dividends (Notes 2, 8 and 10)     $  11,695   $  12,231   $  12,796
  Rent, income from real estate
    partnerships and other                1,547       1,194       1,091
                                      ---------   ---------   ---------
                                         13,242      13,425      13,887
                                      ---------   ---------   ---------
Expenses:
  Interest  (Note 5)                      3,232       3,434       4,156
  Operating, general and
    administrative                        1,244       1,496       1,615
  Depreciation                              223         138         161
                                      ---------   ---------   ---------
                                          4,699       5,068       5,932
                                      ---------   ---------   ---------
                                          8,543       8,357       7,955
                            
Gain on sales of real estate                  -           -         130
Loss on sales of GNMA certificates
  (Note 7)                                    -           -     (2,392)
Reversal of provision for losses, net       906           -         630
                                      ---------   ---------   ---------
Income before income tax benefit          9,449       8,357       6,323

Income tax benefit  (Note 9)               (121)     (1,017)          -
                                      ---------   ---------   ---------
Net income                            $   9,570   $   9,374   $   6,323
                                      =========   =========   =========

Net income per common share           $    1.20   $    1.18   $     .79
                                      =========   =========   =========
Dividends declared per common
  share                               $    1.14   $    1.08   $    1.08
                                      =========   =========   =========
Average common shares outstanding     7,966,621   7,966,621   7,966,621
                                      =========   =========   =========




See accompanying notes to consolidated financial statements.

                  CV REIT, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      (dollars in thousands)




                                            Additional   
                                   Common     Paid-in    Retained
                                   Stock      Capital    Earnings
                                   ------   ----------   --------
 
Balance at December 31, 1993       $  80     $ 18,490    $56,126

  Net income for the year              -            -      6,323

  Cash dividends declared              -            -     (8,603)
                                   ------    ---------   --------

Balance at December 31, 1994          80       18,490     53,846

  Net income for the year              -            -      9,374

  Cash dividends declared              -            -     (8,604)
                                   ------    ---------   --------

Balance at December 31, 1995          80       18,490     54,616

  Net income for the year              -            -      9,570

  Cash dividends declared              -            -     (9,082)
                                   ------    ---------   --------

Balance at December 31, 1996       $   80     $18,490    $55,104
                                   ======    =========   ========


See accompanying notes to consolidated financial statements.


                    CV REIT, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands)

                                                      Year Ended December 31,
                                                    ---------------------------
                                                      1996      1995      1994
                                                    -------   -------   -------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                        $ 9,570   $ 9,374   $ 6,323
  Adjustment to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                      223       138       161
      Equity in depreciation of real estate
        partnerships                                    175       178       179
      Gain on sales of real estate                       -         -       (130)
      Deferred income tax benefit                      (121)   (1,017)       -
      Reversal of provision for losses, net            (906)       -       (630)
      Loss on sales of GNMA certificates                 -         -      2,392
                                                    -------   -------   -------
                                                      8,941     8,673     8,295
  Changes in operating assets and liabilities:
    (Increase) decrease in other assets                 (36)       38        87
    Increase (decrease) in accounts payable,
      accruals and other liabilities                    207      (669)      (40)
                                                    -------   -------   -------
     Net cash provided by operating activities        9,112     8,042     8,342
                                                    -------   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in real estate mortgage notes         (16,369)  (23,068)  (21,469)
  Collections on real estate mortgage notes          25,732    20,661    33,436
  Purchase of real estate                            (1,154)       -         -
  (Purchase) maturity of short-term investments      (6,436)    2,920    (2,920)
  Sale of GNMA certificates                              -         -     32,412
  Return of principal of GNMA certificates               -         -        977
  Proceeds from sales of real estate and other           (7)     (471)      898
                                                    -------   -------   -------
     Net cash provided by investing activities        1,766        42    43,334
                                                    -------   -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings                               -        500     3,150
  Repayments of borrowings                           (2,010)   (2,334)  (41,443)
  Cash dividends paid                                (8,937)   (8,615)   (8,435)
  Increase in restricted cash                           (14)      (16)      (46)
                                                    -------   -------   -------
     Net cash used in financing activities          (10,961)  (10,465)  (46,774)
                                                    -------   -------   -------
     Net (decrease) increase in unrestricted
       cash and cash equivalents                        (83)   (2,381)    4,902
Unrestricted cash and cash equivalents at
  beginning of the period                             6,749     9,130     4,228
                                                    -------   -------   -------
Unrestricted cash and cash equivalents at
  end of the period                                 $ 6,666   $ 6,749   $ 9,130
                                                    =======   =======   =======
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest          $ 3,239   $ 3,436   $ 4,307
                                                    =======   =======   =======
Supplemental schedule of non-cash investing
  and financing activities:
    Mortgage notes received in exchange for 
      investment security                           $    -    $ 5,000   $    -
                                                    =======   =======   =======
    Reduction of mortgage notes receivable in 
      connection with purchase of real estate 
      (Note 6(b))                                   $ 6,248   $    -    $    -
                                                    =======   =======   ======= 


See accompanying notes to consolidated financial statements.


                  CV REIT, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)  Summary of Significant Accounting Policies


Business

     CV Reit, Inc. is a real estate investment trust ("REIT")
principally engaged in investing in real estate mortgage notes.


Principles of Consolidation

     The consolidated financial statements include the accounts of
CV Reit, Inc. and all subsidiaries ("the Company").  Certain
subsidiaries own 45%-50% interests in partnerships, which are
accounted for on the equity method.  Significant intercompany
accounts and transactions have been eliminated in consolidation.


Real Estate Mortgage Notes, Real Estate Acquired
By Foreclosure, and Allowance For Losses

     Mortgage notes are carried at the lower of cost or estimated
net realizable value.  Accrual of interest is discontinued on
mortgage notes when management believes, after considering economic
and business conditions and collection efforts, that timely
collection is doubtful.

     Real estate acquired by foreclosure, which consists of various
properties acquired through foreclosure or deed in lieu thereof and
held for resale, is carried at the lower of cost (fair value at
date of acquisition) or fair value less selling costs.   Carrying
costs and subsequent declines in net realizable value are charged
to operations as incurred.

     The allowance for losses is established through a provision
charged to operations based upon an evaluation by management of the
loan portfolio and real estate acquired by foreclosure.  In
evaluating possible losses, management takes into consideration
appropriate information which may include the borrower's cash flow
projections, historical operating results and financial strength,
pending sales, adverse conditions that may affect the borrower's
ability to repay, appraisals and current economic conditions.


New Accounting Pronouncements

Effective January 1, 1996, the Company adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to Be Disposed Of".  SFAS No. 121 requires companies
to evaluate long-lived assets for impairment based on the
undiscounted future cash flows of the asset.  If a long-lived asset
is identified as impaired, the value of the asset must be reduced
to its fair value.  The Company's real estate, including its income
producing properties, are considered long-lived assets under this
pronouncement.  Adoption of this standard did not have a material
impact on the Company's financial position or results of
operations.


Dividends and Income Taxes

The Company has elected to qualify as a REIT under the provisions
of Section 856-860 of the Internal Revenue Code.  As a REIT, the
Company is required to distribute at least 95% of its ordinary
taxable income to stockholders and may deduct such distributions
from taxable income.   A REIT is not required to distribute capital
gain income but to the extent it does not, it must pay the
applicable capital gain income tax unless it has ordinary losses to
offset such capital gain income.

The federal income tax characteristics of dividends paid by the
Company, reported to stockholders in January of the subsequent
year, consisted of:
                                  1996     1995      1994

    Ordinary income               91.9%    65.6%     80.2%     
    Capital gain distribution      8.1%    34.4%     19.8%     

The Company accounts for income taxes based upon SFAS No.109
"Accounting for Income Taxes", which requires, among other things,
a liability approach to calculating deferred income taxes.  


Real Estate and Investments in Real Estate
Partnerships ("Real Estate")

Real Estate, recorded at cost, consists primarily of a shopping
center, a motel and an office building, subject to operating
leases, and partnership interests in self-storage warehouses.  In
the event that the net carrying amount exceeds estimated net
realizable value, a provision is made to reduce the net carrying
amount accordingly.  Depreciation is provided over the estimated
useful lives of the assets on the straight-line method.  



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 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 results could differ from those estimates.


Net Income Per Common Share

Net income per common share is based on the weighted average number
of common shares outstanding during each year.


Statements of Cash Flows

For financial statement purposes, the Company considers all highly
liquid investments with initial maturities of three months or less
to be cash equivalents.


Reclassification

Certain 1995 and 1994 amounts have been reclassified to conform to
the 1996 financial statement presentation.



(2)  Real Estate Mortgage Notes

(a)  Real estate mortgage notes, substantially all of which are
collateralized by real estate located in southeast Florida, consist
of (in thousands):
                                               December 31,
                                            ------------------
                                              1996      1995
Long Term Recreation Notes (the             -------    -------
  "Recreation Notes") (Note 2(b))           $67,302    $68,243    
Hilcoast Development Corp.
  ("Hilcoast") (Note 2(c)):
    Lines of Credit                          10,039     15,570    
    Other                                     6,308      8,039    
First mortgage notes, maturing through 
  1998, with interest ranging from 8.9% 
  to 11.5%, collateralized primarily by 
  real property in Palm Beach and Broward 
  Counties, Florida:
     Residential                              1,159      1,785    
     Commercial                                  -       6,282    
                                            -------    -------
          Totals                            $84,808    $99,919    
                                            =======    =======


                                          Interest Sensitivity
                                          --------------------
                                           Fixed     Variable
                                            Rate       Rate
                                          -------     -------
Maturity of real estate
  mortgage notes at
  December 31, 1996:
    One year or less          $ 1,677     $ 1,577     $   100
    After one year through
      five years               23,399      11,902      11,497
    After five years           59,732      59,732          -
                              -------     -------     -------
          Totals              $84,808     $73,211     $11,597
                              =======     =======     =======


(b)  At December 31, 1996, the Recreation Notes consisted of $25
million due from Hilcoast (the "Hilcoast Recreation Note"),
collateralized by a first mortgage on certain real estate within
the Century Village at Pembroke Pines, Florida adult condominium
project (the "Pembroke Century Village"), including the recreation
facilities at that project (the "Pembroke Recreation Facilities")
and $42.3 million, collateralized by first mortgages on the
recreation facilities at the three previously completed Century
Village communities (Note 8).

The Hilcoast Recreation Note bears interest at prime (8.25% at
December 31, 1996) plus 3%, but in any event not less than 9% nor
more than 11%, and currently requires monthly interest payments
only.  Upon the earlier to occur of delivery of the last
condominium apartment at the Pembroke Century Village or July 31,
1998, the Hilcoast Recreation Note is scheduled to be converted to
an 11%, fixed rate, 25 year, $25 million, self-amortizing loan
providing for equal monthly payments of principal and interest.  
This note may not be prepaid by Hilcoast without a prepayment
penalty and will be collateralized by a first mortgage on the
Pembroke Recreation Facilities.

The remaining Recreation Notes principally provide for self-amortizing 
equal monthly principal and interest payments due
through 2012, with interest rates averaging 13%, and contain
certain prepayment prohibitions (Notes 5(a) and 8).
     
(c)  Hilcoast

Lines of credit to Hilcoast consist of revolving construction loan
commitments which as of December 31, 1996, aggregated $12.9 million 
of which $10 million was outstanding on that date.  The Lines of
Credit are collateralized by real estate within the Pembroke
Century Village; bear interest, payable monthly, ranging from prime
plus 3% (but in any event not less than 9% nor more than 11%) to
12.5%; mature gradually through July 1998; provide for unused
commitment fees ranging from .9% to 1.8% per annum; and, require
specific release prices, principally based on sales of condominium
apartments at the Pembroke Century Village, to be applied as
permanent reductions of amounts available under the Lines of
Credit.

Other real estate mortgage notes due from Hilcoast amounted to $6.3
million as of December 31, 1996 and included $5 million payable
July 31, 1998, with interest, payable quarterly, at 10%,
collateralized by the Pembroke Recreation Facilities.  The
remaining mortgage note due from Hilcoast matures in December 1997
and bears interest, payable monthly, at prime plus 3% (but in any
event not less than 9% nor more than 11%).


(3)  Real Estate Acquired by Foreclosure

(a)  Real estate acquired by foreclosure consists of (in
thousands):

                                               December 31,
                                          --------------------
                                           1996         1995
Commercial:                               -------      ------- 
  Broward County, Florida:
    Nine acre site in Dania               $5,000       $5,000
    29 acre site in Miramar                2,595        2,595
                                          ------       ------
        Total commercial                   7,595        7,595
Residential                                  257          381
                                          ------       ------
                                           7,852        7,976     
Less allowance for losses                 (2,401)      (3,107)
                                          ------       ------
        Totals                            $5,451       $4,869
                                          ======       ======




(b)  Changes in the allowance for losses follow (in thousands):

                                    1996      1995      1994
                                   ------    ------    ------
Balance, beginning of year         $3,107    $3,531    $5,119
Reversal of allowance for
  losses                           (1,163)       -       (630)
Charge-offs                           (43)     (424)   (1,158)
Recoveries                            500        -        200
                                   ------    ------    ------
Balance, end of year               $2,401    $3,107    $3,531
                                   ======    ======    ======



(4)  Real Estate and Investments in Real Estate Partnerships

Real estate and investments in real estate partnerships are located
in southeast Florida and consist of (in thousands):

                                              December 31,
                                          -------------------
                                           1996         1995
                                          -------      ------
Century Plaza shopping center (Note 6(b)) $ 7,402      $   -
Days Inn motel                              4,058       4,054
Administration Building                       962         959
Other                                          81          79
                                          -------      ------
                                           12,503       5,092
Less accumulated depreciation              (2,425)     (2,202)
                                          -------      ------
                                           10,078       2,890
45%-50% investments in self-
  storage warehouse partnership             3,165       3,218     
                                          -------      ------
          Totals                          $13,243      $6,108
                                          =======      ======



(5)  Borrowings

(a)  The Collateralized Mortgage Obligations ("CMO's") amounted to
$35.1 million at December 31, 1996 and $37.1 million at December
31, 1995 (net of unamortized discounts of $809,000 in 1996 and 
$950,000 in 1995, based on an effective interest rate of 8.84%), 
are collateralized by the Recreation Notes, excluding the Hilcoast
Recreation Note (Note 2(b)), require quarterly self-amortizing
principal and interest payments and mature on March 15, 2007. 


(b)  Maturities of borrowings are as follows (in thousands):

                1997                  2,200
                1998                  2,408
                1999                  2,633
                2000                  2,877 
                2001                  3,141
                Thereafter           21,805 
                                    -------
                                    $35,064
                                    =======



(6)  Commitments and Contingencies

(a)  TGI Development, Inc. ("TGI")

On October 9, 1989, TGI filed a complaint in the Circuit Court of
Palm Beach County against the Company, H. Irwin Levy and certain
unrelated parties alleging misrepresentations by the defendants in
connection with TGI's purchase and development of land from a
previous borrower of the Company.  The complaint, as subsequently
amended, consisted of counts of common law fraud and breach of
contract and sought compensatory damages of approximately $2
million in addition to punitive damages.  On October 3, 1990, the
Company filed a counterclaim against TGI in connection with an
$800,000 promissory note from TGI to the Company.  On February 9,
1994, the Circuit Court granted a Final Judgment in favor of the
Company, which dismissed TGI's claim of common law fraud against
the Company and struck its punitive damage claim.  In accordance
with an agreement between the parties, on August 23, 1994, the
Court dismissed the breach of contract claim with prejudice and
entered a judgment in the amount of $1.1 million in favor of the
Company on the aforementioned counterclaim.  The Company agreed not
to execute that judgment until completion of TGI's appeal of the
Final Judgment on its claim for compensatory damages.  On January
3, 1996, the Fourth District Court of Appeals reversed the Final
Judgment.  The Company unsuccessfully appealed this reversal to the
Florida Supreme Court and the case has been remanded for trial to
the Circuit Court.  Although the Company believes it has
substantial defenses, the ultimate outcome of this litigation
cannot presently be determined.  Accordingly, no provision for any
liability that may result upon final adjudication has been made in
the accompanying financial statements.  In management's opinion,
the final outcome of this litigation will not have a material
adverse effect on the Company's financial condition.

(b)  Century Plaza 

In December 1989, the Company sold its 85,000 square feet Century
Plaza Shopping Center ("Century Plaza") in Deerfield Beach, Florida
to Century Plaza Investments, Inc., an unrelated party, for $8
million, consisting of $1.6 million cash and a $6.4 million first
mortgage note due on December 31, 1994 (the "Century Plaza Note"). 
On December 5, 1994, the buyer (the "Plaintiff") filed a Complaint,
as amended,  in the Circuit Court of Broward County, Florida,
against the Company seeking a judicial declaration as to the
Plaintiff's obligation to provide parking areas to members of a
religious institution located adjacent to Century Plaza.  The basis
for the Complaint was that the Company failed to advise the
Plaintiff that in 1978, a former officer of the Company had
allegedly consented to a limited number of parking spaces to be
allocated by the City of Deerfield Beach to the religious
institution.  The Plaintiff sought recision of the original sales
agreement and the Century Plaza Note, restoration of amounts paid
by the Plaintiff to the Company pursuant to the sales agreement,
plus interest thereon, and reconveyance of Century Plaza to the
Company.

The Century Plaza Note was not paid on its December 31, 1994
maturity date and the Company instituted foreclosure proceedings. 
During 1995 and through September 30, 1996 the Plaintiff remitted
monthly interest payments to the Company.  On September 30, 1996,
a subsidiary of the Company acquired Century Plaza from the
Plaintiff for $1.1 million cash in excess of the approximately $6.3
million outstanding balance of the Century Plaza Note, an amount
which is not in excess of fair value.  In connection with this
acquisition, the Plaintiff and the Company filed voluntary
dismissals of their respective claims with prejudice.

(c)  Other

The Company is subject to various claims and complaints relative to
its business activities.  In the opinion of management, the
ultimate disposition of these matters will not have a material
adverse effect on the Company's financial position.



(7)  Loss on Sale of GNMA Certificates
 
During 1994, the Company sold  GNMA certificates with an aggregate
book value of $34.8 million and recognized a loss of $2.4 million.



(8)  Related Party  Transactions

     Hilcoast

On July 31, 1992, Hilcoast, an affiliate of the Company on that
date, acquired certain assets from a previous borrower of the
Company, pursuant to approval by the Bankruptcy Court of the
Southern District of Florida in connection with Chapter 11
proceedings filed by that borrower.  The assets were acquired by
Hilcoast subject to the borrower's indebtedness to the Company,
consisting of a term loan in the amount of $41.7 million which as
of December 31, 1996 had an outstanding balance of $25 million
(Note 2(b)) and certain lines of credit (Note 2(c))

On July 31, 1992, H. Irwin Levy resigned as Chairman of the Board
of the Company, Joseph D. Weingard resigned as a director, Michael
S. Rubin resigned as Vice President-Real Estate Management and Jack
Jaiven resigned as Vice President and Treasurer of the Company. 
Those individuals were elected to positions as directors and/or
officers of Hilcoast.

Effective July 31, 1992, the Company and Hilcoast entered into a
consulting and advisory agreement under which Hilcoast provides
certain investment advisory, consulting and administrative services
to the Company, excluding matters related to Hilcoast's loans from
the Company.  The agreement, which originally expired on July 31,
1994, has been extended to July 31, 1997, and provides for the
payment of $10,000 per month to Hilcoast, plus reimbursement for
reasonable out of pocket expenses.  The agreement may be terminated
by Hilcoast upon 180 days notice and by the Company upon 30 days
notice.  During the three years ended December 31, 1996, the
Company paid $120,000 per year to Hilcoast under this agreement,
plus expense reimbursement.
     
     Recreation Notes

Mr. Levy owns the recreation facilities at the Century Village in
Boca Raton, acquired from the Company in 1981, which is collateral
for one of the Company's Recreation Notes (Note 2(b)), issued in
connection with the acquisition, in the original principal amount
of $12.6 million.   The note bears interest at 13.25%, requires
self-amortizing equal monthly payments of principal and interest in
the aggregate amount of $1.7 million per annum through 2011 and may
not be prepaid.  At December 31, 1996, the outstanding balance on
the note was $11.2 million.  During 1996, 1995 and 1994, the
Company recognized interest income of $1.5 million, $1.5 million,
$1.6 million, respectively, on this note.

Since 1990, companies owned by Mr. Levy and certain members of his
family lease, manage and operate the recreation facilities at the
Century Villages in West Palm Beach, Deerfield Beach and Boca
Raton, which are collateral for $42.3 million of the Company's
Recreation Notes (Note 2(b)).

     Days Inn

The Company owns a 154-room Days Inn motel, located near the
entrance to Century Village at West Palm Beach, Florida.  The motel
is leased to a corporation controlled by Alan Shulman, a director
of the Company.  

The lease,  as amended, provides for annual rental through the
expiration of the lease term on August 31, 1999, equal to a minimum
of $330,000, plus 30% of gross room revenues in excess of $1.3
million.   The lease also provides for the lessee to pay all
operating costs of the motel, including real estate taxes and
insurance, and to pay to the Company 50% of certain amounts
received by the lessee from the concessionaire who operates the
food and beverage facilities at the motel.  In 1996, 1995 and 1994,
the Company recognized rent income of $454,000, $472,000 and
$343,000, respectively, under the lease.

     Administration Building

The Company leases approximately 3,000 square feet of its
Administration Building, located within the Century Village at West
Palm Beach community, on a month to month basis to a company owned
by Mr. Levy and a member of his family at a monthly rental of
approximately $2,500, plus an allocation of utility expenses.  


(9)  Deferred Income Tax Benefit

(a)  Deferred income tax benefit differs from the amount computed
by applying the statutory federal income tax rate to income before
income taxes for the following reasons (in thousands):
                                     1996      1995      1994
                                    ------    ------    ------
Tax expense computed at
  statutory rate                    $3,213    $2,841    $2,150
State income tax benefit,  
  net of federal effect                 (6)      (86)      (32)
Dividends paid deduction            (3,266)   (3,644)   (2,453)
Other                                  (62)     (128)      335
                                    ------    ------    ------
Totals                             ($  121)  ($1,017)   $    -
                                    ======    ======    ======
(b)  The components of the net deferred tax liability are as
follows (in thousands):
                                                December 31,
                                             ----------------- 
                                               1996     1995
                                             -------   -------
Deferred tax liabilities:                                     
  Gains on the sales of recreation
    facilities reported on the install-
    ment method for tax purposes             $13,833   $14,106 
  Other                                          235       235
                                             -------   -------
Total deferred tax liabilities                14,068    14,341
                                             -------   -------
Deferred tax assets:
  Differences in reporting the
    provision for losses                         903     1,169
  Net operating loss carryforwards
    for tax purposes                           5,899     5,899
  Other                                          225       111
                                             -------   -------
Total deferred tax assets                      7,027     7,179
                                             -------   -------
Net deferred tax liability                   $ 7,041   $ 7,162
                                             =======   =======

(c)  As of December 31, 1996, the Company has aggregate net
operating loss carryforwards for tax purposes of approximately
$15.7 million, expiring $7.1 million in 2007 and $8.6 million in
2006. 



(10)  Major Customers

During 1996, interest income from four borrowers provided 38%
(Hilcoast), 17%, 14% and 11% (H. Irwin Levy), respectively, of
total revenues.  During 1995, interest income from four borrowers
provided 38% (Hilcoast), 17%, 14% and 12% (H. Irwin Levy),
respectively, of total revenues.  During 1994, interest income from
four borrowers provided 32% (Hilcoast), 16%, 14% and 11% (H. Irwin
Levy), respectively, of total revenues.  See Note 2 regarding
concentration of credit risk.



(11)  Financial Instruments with Off-Balance-Sheet Risk

The Company is a party to financial instruments with off-balance-sheet 
risk in the normal course of business to meet the financing
needs of its customers, including commitments to extend credit and
standby letters of credit to guarantee the contractual performance
of certain borrowers to third parties.  Those instruments involve,
to varying degrees, elements of credit risk in excess of the amount
recognized in the balance sheet.  The contract amounts of those
instruments reflect the extent of involvement and the exposure to
credit loss the Company has in particular classes of financial
instruments.  The Company uses the same credit policies and has the
same credit risk in making commitments and conditional obligations
as it does for on-balance-sheet instruments.

At December 31, 1996, financial instruments whose contract amounts
represent credit risk consisted of $2.9 million of commitments to
extend credit and $575,000 of standby letters of credit. 
Commitments to extend credit are agreements to lend to a borrower
as long as there is no violation of any condition established in
the contract.  Commitments generally have fixed expiration dates or
other termination clauses.   Since commitments may expire without
being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.



(12)  Fair Value of Financial Instruments

The estimated fair values of the Company's financial instruments
are as follows:

                                       December 31,
                           -------------------------------------  
                                 1996               1995
                           ------------------ ------------------
                           Carrying   Fair    Carrying   Fair
                            Amount    Value    Amount    Value
                           --------  -------- --------  --------
Real estate mortgage notes  $84,808  $104,189  $99,919  $125,063
Cash and cash equivalents     7,564     7,564    7,633     7,633
Short-term investments        6,436     6,436        -         -
CMO's                       (35,064)  (35,894) (37,074)  (39,445)


Real estate mortgage notes -  Except for the Recreation Notes (Note
2(b)), the Company's real estate mortgage notes principally consist
of variable rate loans or loans which mature within two years, and
have carrying amounts that approximate fair value.  The fair value
of the fixed rate, Long Term Recreation Notes is estimated by
discounting the future cash flows using the current rates at which
similar loans would be made with similar credit ratings and for the
same remaining maturities.


Short-term investments -  Fair value approximates carrying amounts
due to their short-term maturity.


CMO's -  Rates currently available to the Company for debt with
similar terms and remaining maturities are used to estimate the
fair value of the Company's long-term, fixed rate CMO's.



(13)  Subsequent Event

On February 3, 1997, the Company announced that it was engaged in
discussions with private parties with respect to several related
transactions under which the Company would acquire controlling
interests in a number of strip shopping centers.  Under the
proposed transactions, the Company would issue additional shares
and would, together with others, transfer real estate interests to
an operating partnership of which a principal of one of the other
parties would be the chief executive officer.  The Company has
entered into an agreement with respect to the sharing of certain
due diligence expenses relating to the proposed transactions, which
are also subject to the negotiation of agreements, board and
shareholder approvals, and other conditions.  There is no assurance
that the proposed transactions will be consummated.



(14)  Selected Quarterly Financial Data (Unaudited)


Selected quarterly financial data follows (in thousands, except per
share data):

                                    Quarter Ended
                      -----------------------------------------
                      Mar. 31,   Jun. 30,   Sept.30,   Dec. 31,

1996

  Revenues             $3,290     $3,311     $3,274     $3,367
  Net income            2,362      2,140      2,189      2,879
  Per common share        .30        .27        .27        .36



1995

  Revenues             $3,321     $3,318     $3,338     $3,448
  Net income            2,037      2,037      2,136      3,164
  Per common share        .26        .26        .27        .40



<TABLE>

                         CV REIT, INC. AND SUBSIDIARIES
                  SCHEDULE IV  -  MORTGAGE LOANS ON REAL ESTATE
                                December 31, 1996
                             (dollars in thousands)

<CAPTION>
                                                                                  Carrying
                                     Final                              Face     amount of
                          Interest   maturity                         amount of   mortgage
Description                 Rate       date      Periodic pmt terms   mortgages     (a)
----------------------    ---------  -------- ---------------------- ---------- ------------

<S>                       <C>       <C>       <C>                      <C>      <C>                       
Permanent - 
  Recreation Facilities
  Century Village at:
    Boca Raton, FL         13.25%   12/31/11  Level P & I due monthly   $12,533  $11,213
    West Palm Beach, F     13.50%   01/15/12  Level P & I due monthly    18,342   16,410
    Deerfield Beach, FL
     (2nd mortgage)        13.25%   01/15/12  Level P & I due monthly    13,235   11,882
    Deerfield Beach, F      8.84%   03/01/07  Level P & I due monthly     3,485    2,797
    Pembroke Pines, FL    Prime + 3%  (c)              (c)               25,000   25,000
                      (Minimum 9%, Maximum 11%)                                  -------
                                                                                  67,302
                                                                                 -------
Residential Construction
  and Development:
    Condominium project
     in Pembroke Pines       (d)    07/31/98   Interest monthly,         13,000   10,039
                                                principal at maturity
    Recreation facilities
     at Century Village,
     Pembroke Pines, F       10%    07/31/98   Interest quarterly,        5,000    5,000
     (2nd mortgage)                             principal at maturity

Aggregate of mortgage loans
  which individually do not
  do not exceed 3%         8.9% to  Various                                        2,467
                            11.5%   thru 12/98
                                                                                 -------  
                                                                                  17,506
                                                                                 ------- 
                                                                                 $84,808(b)
                                                                                 ======= 
Note:  All loans are first mortgages except where noted, there are no prior liens
       and no delinquent principal or interest.
                                                                      
(a) The tax carrying value of the notes is approximately $48 million.
(b) The changes in the carrying amounts are summarized as follows:

                                                       1996     1995     1994
                                                    --------  -------  --------- 
  Balance, beginning of period                       $99,919  $92,691  $105,863
    Advances on new mortgage loans                    16,369   23,068    21,469
    Collections of principal                         (25,732) (20,661)  (33,436)
    Reduction of mortgage note in connection 
      with purchase of real estate                    (6,248)       -         -   
    Mortgage note received in exchange for 
      investment security                                  -    5,000         - 
    Foreclosures                                           -     (171)     (247)
    Recoveries (charge-offs)                             500       (8)     (958)
                                                    --------  -------  -------- 
    Balance, end of period                           $84,808  $99,919   $92,691
                                                    ========  =======  ========

(c) Currently requires monthly interest only payments - see Note 2(b) to Consoidated
     Financial Statements regarding future conversion of this loan to an 11%, fixed rate,
     25 year self-amortizing loan.
(d) Ranging from prime plus 3% (minimum 9%, maximum 11%) to 12.5%.

</TABLE>

Item 9.   Disagreement on Accounting
          and Financial Disclosure



                                      None








                                    PART III



Information in response to Items 10, 11, 12 and 13 is not included in
this Report, since the Registrant anticipates filing a definitive proxy 
statement for its next annual meeting of stockholders prior to May 1, 1997.
Such definitive proxy statement is incorporated by reference herein.




                                     PART IV



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


(a) (1)   List of Consolidated Financial Statements:

          Report of Independent Certified Public Accountants
            
          Consolidated Balance Sheets - December 31, 1996 and 1995

          Consolidated Statements of Income  -  Years Ended
               December 31, 1996, 1995 and 1994

          Consolidated Statements of Stockholders' Equity - Years
               Ended December 31, 1996, 1995, and 1994 

          Consolidated Statements of Cash Flows - Years Ended
               December 31, 1996, 1995 and 1994

          Notes to Consolidated Financial Statements


     (2)  List of Consolidated Financial Statements Schedules:

          Schedule IV  -  Mortgage Loans on Real Estate


     (3)  List of Exhibits:


     (3)(i)    Amended Certificate of Incorporation of CV Reit, Inc., filed with
               Secretary of State of Delaware on  June 17, 1991.  (Incorporated
               by reference to Exhibit (3)(i) to the Annual Report on Form 10-K
               of the Company for the fiscal year ended December 31, 1991.)

     (3)(ii)   By-laws of CV Reit, Inc.  (Incorporated by         
               reference to Exhibit (3)(ii) to the Annual Report
               on Form 10-K of the Company for the fiscal year
               ended December 31, 1990.)

    (10)(i)    Agreement between Cenvill Investors, Inc. and H. Irwin Levy, 
               dated December 31, 1981.  (Incorporated by reference to 
               Exhibit (2)(i) to the current report on Form 8-K filed by the
               Company to report event of December 31, 1981.)

    (10)(ii)   Agreement of Lease between Cenvill Investors, Inc. and B.R.F.,
               Inc., dated December 30, 1981.  (Incorporated by reference to
               Exhibit (2) (ii) to the current report on Form 8-K filed by the
               Company to report event of December 31, 1981.)

    (10)(iii)  Agreement dated January 15, 1982, between Century Village, Inc.
               and Benenson Capital Company.  (Incorporated by reference to
               Exhibit (2)(i) to the current report on Form 8-K filed by Cenvill
               Investors, Inc. (File No. 0-03427) to report event of January 15,
               1982.)

    (10)(iv)   Agreement dated January 15, 1982, between Century Village East,
               Inc. and CVRF Deerfield Limited.  (Incorporated by reference to
               exhibit (2) (ii) to the current report on Form 8-K filed by
               Cenvill Investors, Inc.  (File No. 0-03427) to report event of
               January 15, 1982.)  

    (10)(v)    Lease dated as of November 8, 1988 between Cenvill Investors, 
               Inc. and Century Inn Operating Corp. (Incorporated by 
               reference to Exhibit (10) (xiii) to the Annual Report on Form 
               10-K of the Company for the fiscal year ended December 31, 1988.)

   (10)(vi)    Indenture for Collateralized Mortgage Obligations, dated as of
               December 30, 1991 between Recreation Mortgages, Inc. (Issuer) and
               Bankers Trust Company (Trustee).  (Incorporated by reference to
               Exhibit (10)(xvi) to the Annual Report on Form 10-K of the 
               Company for the fiscal year ended December 31, 1991.)

   (10)(vii)   Restated Loan Agreement, dated July 31, 1992, between CV Reit,
               Inc. and Cenvill Development Corp. and certain subsidiaries and
               affiliates thereof.  (Incorporated by reference to Exhibit
               (10)(xi) to the Annual Report on Form 10-K of the Company for the
               fiscal year ended December 31, 1992.)

   (10)(viii)  Proposal for the Acquisition of Certain Assets, dated June 19,
               1992, by and among CV Reit, Inc., Cenvill Development Corp. and
               certain subsidiaries and affiliates thereof.  (Incorporated by
               reference to Exhibit (10)(xiv) to the Annual Report on Form 10-K
               of the Company for the fiscal year ended December 31, 1992.)




   (10)(ix)    Order granting Motion of Debtor's [sic] for Approval of Sale of
               Assets dated July 17, 1992.  (Incorporated by reference to 
               Exhibit (10)(xv) to the Annual Report on Form 10-K of the 
               Company for the fiscal year ended December 31, 1992.)

   (10)(x)     Stock Purchase Agreement, dated as of August 5, 1992, between CV
               Reit, Inc. and Hilcoast Development Corp.  (Incorporated by
               reference to Exhibit (10)(xvii) to the Annual Report on Form 10-K
               of the Company for the fiscal year ended December 31, 1992.)

   (10)(xi)    Consulting and Advisory Agreement, dated July 31, 1992, between 
               CV Reit, Inc. and Hilcoast Development Corp.  (Incorporated by
               reference to Exhibit (10)(xviii) to the Annual Report on Form 
               10-K of the Company for the fiscal year ended December 31, 1992.)

   (10)(xii)   Loan Agreement, Security Agreement and Collateral Assignment of
               Loans, Notes, Mortgages and Security Documents with Ohio Savings
               Bank dated October 26, 1993.  (Incorporated by reference to
               Exhibit 10(a) to the Quarterly Report on Form 10-Q of the Company
               for the quarter ended September 30, 1993.)

   (10)(xiii)  $3.0 million Promissory Note and Side Letter, dated September 30,
               1993, between CV Reit, Inc. and NewCen Communities, Inc. 
               (Incorporated by reference to Exhibit (10)(xxi) to the Annual
               Report on Form 10-K of the Company for the fiscal year ended
               December 31, 1993.)

   (10)(xiv)   First Amendment to Loan Agreement, Security Agreement and
               Collateral Assignment of Loans, Notes, Mortgages and Security
               Documents with Ohio Savings Bank dated February 25, 1994. 
               (Incorporated by reference to Exhibit 10(a) to the Quarterly
               Report on Form 10-Q of the Company for the quarter ended March 
               31, 1994.)

   (10)(xv)    $2.5 million Future Advance Promissory Note, dated September 15,
               1994 from NewCen Communities, Inc. (a subsidiary of Hilcoast
               Development Corp.) to CV Reit, Inc., Notice and Agreement of
               Future Advance and Side Letters between CV Reit, Inc. and NewCen
               Communities, Inc.  (Incorporated by reference to Exhibit 10(a) to
               the Quarterly Report on Form 10-Q of the Company for the quarter
               ended September 30, 1994.)

   (10)(xvi)   Letter, dated February 5, 1995, from Hilcoast Development Corp. 
               to CV Reit, Inc. in connection with $3.0 million Promissory 
               Note. (Incorporated by reference to Exhibit 10(xxiii) to the 
               Annual Report on Form 10-K of the Company for the fiscal year 
               ended December 31, 1994.)

   (10)(xvii)  Letter, dated February 6, 1995, from CV Reit, Inc. to NewCen
               Communities, Inc. in connection with $3.0 million Promissory Note
               (Incorporated by reference to Exhibit 10(xxiv) to the Annual
               Report on Form 10-K of the Company for the fiscal year ended
               December 31, 1994.)

   (10)(xviii) Letter, dated February 5, 1995, from Hilcoast Development Corp. 
               to CV Reit, Inc. in connection with $2.5 million Future Advance
               Promissory Note. (Incorporated by reference to Exhibit 10(xxv) to
               the Annual Report on Form 10-K of the Company for the fiscal year
               ended December 31, 1994.) 

  (10)(xix)    Letter, dated February 6, 1995, from CV Reit, Inc. to NewCen
               Communities, Inc. in connection with $2.5 million Future Advance
               Promissory Note. (Incorporated by reference to Exhibit 10(xxvi)  
               to the Annual Report on Form 10-K of the Company for the fiscal 
               year ended December 31, 1994.)

  (10)(xx)     Agreement dated February 17, 1995, between CV Reit, Inc., NewCen
               Communities, Inc. and Hilcoast Development Corp.  (Incorporated 
               by reference to Exhibit 10(i) to the Quarterly Report on Form 
               10-Q of the Company for the quarter ended March 31, 1995.)

  (10)(xxi)    $5.0 million Promissory Note, dated March 31, 1995, from C.V.P.
               Community Center, Inc. to Hilcoast Development Corp. 
               (Incorporated by reference to Exhibit 10(ii) to the Quarterly
               Report on Form 10-Q of the Company for the quarter ended March 31
               1995.)

  (10)(xxii)   Allonge dated March 31, 1995, which assigns the $5.0 million
               Promissory Note, dated March 31, 1995, from Hilcoast Development
               Corp. to CV Reit, Inc.  (Incorporated by reference to Exhibit
               10(iii) to the Quarterly Report on Form 10-Q of the Company for
               the quarter ended March 31, 1995.)




  (10)(xxiii)  Letter, dated August 11, 1995, from Hilcoast Development Corp. to
               CV Reit, Inc. in connection with $3.0 million Promissory Note. 
               (Incorporated by reference to Exhibit 10(ii) to the Quarterly
               Report on Form 10-Q of the Company for the quarter ended 
               September 30, 1995.)

  (10)(xxiv)   Letter, dated August 11, 1995, from CV Reit, Inc.  to Hilcoast
               Development Corp. in connection with $3.0 million Promissory 
               Note. (Incorporated by reference to Exhibit 10(iii) to the 
               Quarterly Report on Form 10-Q of the Company for the quarter 
               ended September 30, 1995.)

  (10)(xxv)    Letter, dated August 11, 1995, from Hilcoast Development Corp. to
               CV Reit, Inc. in connection with $2.5 million Promissory Note. 
               (Incorporated by reference to Exhibit 10(iv) to the Quarterly
               Report on Form 10-Q of the Company for the quarter ended 
               September 30, 1995.)

  (10)(xxvi)   Letter, dated August 11, 1995, from CV Reit, Inc. to Hilcoast
               Development Corp. in connection with $2.5 million Promissory 
               Note. (Incorporated by reference to Exhibit 10(v) to the 
               Quarterly Report on Form 10-Q of the Company for the quarter 
               ended September 30, 1995.)

  (10)(xxvii)  Letter Agreements, dated July 11, 1994 and August 3, 1995, 
               between CV Reit, Inc. and Hilcoast Advisory Services, Inc. 
               extending the Consulting and Advisory Agreement to July 31, 
               1995 and July 31, 1996, respectively.  (Incorporated by 
               reference to Exhibit 10(vi) to the Quarterly Report on Form 
               10-Q of the Company for the quarter ended September 30, 1995.)

  (10)(xxviii) Letter  Agreement, dated July 12, 1996, between CV Reit, Inc. and
               Hilcoast Advisory  Services, Inc. extending the Consulting and
               Advisory Agreement to July 31, 1997.  (Incorporated by reference
               to Exhibit 10(i) to the Quarterly Report on Form 10-Q of the
               Company for the quarter ended September 30, 1996.)

  (10)(xxix)   Second Amendment to Loan Agreement, Security Agreement and
               Collateral Assignment of Loans, Notes, Mortgages and Security
               Documents with Ohio Savings Bank dated October 31, 1996.



  (11)         Statement regarding computation of per share earnings.   Omitted;
               computation can be clearly determined from material contained in
               the report.


  (21)         Subsidiaries of the Company.

          
  (27)         Financial Data Schedule



(b)       Reports on Form 8-K:

       No reports on Form 8-K were filed during the quarter ended December 31,
          1996.








                                   SIGNATURES


Pursuant to the requirements of Section 13 and 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.


                              CV REIT, INC. 

                                  /s/  Elaine Kahant
                             By:__________________________________
Dated: February 27, 1997          Elaine Kahant, Vice President
                                     and Treasurer

     












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.


                                  /s/ Alvin Wilensky
February 27, 1997              _________________________________                
                 Alvin Wilensky, Chairman of the 
                               Board of Directors 

                                  /s/ Stanley Brenner
February 27, 1997              _________________________________
                               Stanley Brenner, President and                   
                 Director
      
                                  /s/ Elaine Kahant   
February 27, 1997              _________________________________
                               Elaine Kahant, Vice President,
                               and Treasurer  (Principal
                               Financial Officer and
                               Principal Accounting Officer)

                                  /s/ Mac Gache
February 27, 1997              _________________________________
                               Mac Gache,  Director


                                  /s/ Allyn Levy
February 27, 1997              _________________________________ 
                               Allyn Levy,  Director


                                  /s/ Alan L. Shulman
February 27, 1997              ________________________________
                               Alan L. Shulman, Director