UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K

X  Annual Report Pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934
   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
   For the transition period from _________ to __________

                     Commission file number:  33-8105


                    STAMFORD TOWERS LIMITED PARTNERSHIP
                                    and
                     STAMFORD TOWERS DEPOSITARY CORP.
           Exact name of registrant as specified in its charter


State or other jurisdiction of                           I.R.S. Employer
incorporation or organization                           Identification No.
Stamford Towers Limited Partnership - Delaware             13-3392080

Stamford Towers Depositary Corp. - Delaware                13-3392081


Attention:  Andre Anderson
3 World Financial Center, 29th Floor, New York, New York        10285
Address of principal executive offices                         Zip Code

Registrant's telephone number, including area code:  (212) 526-3237

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

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

             Depositary Units of Limited Partnership Interest
                              Title of Class


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for 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 the 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 voting stock held by non-affiliates of the Registrant
- Not Applicable

Documents Incorporated by Reference:  Portions of Parts I, II, III, IV are
incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 1996.


                                PART I

ITEM 1.  Business

(a) General Development of Business.
Stamford Towers Limited Partnership (the "Partnership") is a Delaware limited
partnership which was formed on August 14, 1986.  The general partner of the
Partnership is Stamford Towers Inc.,  a Delaware corporation (the "General
Partner") and an affiliate of Lehman Brothers Inc.  The sole limited partner of
the Partnership is Stamford Towers Depositary Corp., a Delaware corporation
(the "Assignor Limited Partner") and also an affiliate of Lehman Brothers Inc.
The control and management of the Partnership's business and affairs are vested
solely in the General Partner.

On November 19, 1986, the Partnership began an offering of 7,826,300 depositary
units ("Units") representing assignments of the limited partnership interests
in the Partnership.  The offering was on a "best efforts" basis through
Shearson Lehman Brothers Inc. ("Shearson") at a price of $10 per Unit.  On June
30, 1987, a supplement to the prospectus for the offering of the Units was
issued for the purpose of updating, modifying and amending certain information
contained in the original prospectus.

On July 30, 1987, the Partnership commenced operations with the acceptance of
subscriptions for 4,562,075 Units ($45,620,750).  The remaining Units were sold
pursuant to eight additional Partnership closings occurring on a monthly basis
from August 1987 through March 1988.  Net proceeds to the Partnership from the
public offering of the Units were $71,808,474, after deducting offering and
organizational costs and setting aside funds for a working capital reserve.

The Partnership was formed to acquire, construct, develop, own and operate two
parcels of land totaling approximately 3.63 acres located in the central
business district of Stamford, Connecticut (the "Land") and two commercial
office buildings together with ancillary facilities (the "Buildings")
constructed thereon which contain 325,416 net rentable square feet (the Land
and the Buildings are collectively referred to as the "Property").  See Item 2.

The Partnership entered into a development agreement dated September 17, 1986
as modified by a modification dated June 5, 1987 (collectively, the
"Development Agreement") with an unaffiliated party, Edlar, Inc., a Delaware
corporation (the "Developer"), pursuant to which the Developer agreed to convey
the Land to the Partnership and construct the Buildings.

Under the terms of the Development Agreement, the Developer was obligated,
among other things, to (1) cause substantial completion of the Buildings to
occur within 550 days of the commencement of construction (subject to
extensions for force majeure work delays and approved change orders), (2)
complete construction of the Buildings for a guaranteed maximum cost (including
Land and Miscellaneous carrying costs) of $59,384,922 (subject to increases
attributable to approved change orders and costs resulting from force majeure
work delays) and (3) complete the tenant finish pursuant to a standard work
letter for all initial leases entered into prior to the date 550 days after
substantial completion of the Buildings, for a guaranteed maximum cost.  The
Developer, in connection with carrying out its construction obligations under
the Development Agreement, entered into a construction management agreement
dated May 28, 1987 with Gilbane Building Company ("Gilbane"), a Rhode Island
corporation, and assigned a construction supervisor to the Property to work
with Gilbane.

Edward Feldman, the principal shareholder of the Developer, executed a personal
guaranty in favor of the Partnership (the "Guaranty"), guaranteeing the
Developer's payment obligations under the Development Agreement, including
those relating to failure to complete performance of the work in a timely
fashion and funding of cost overruns.  In the Guaranty, Mr. Feldman agreed to
maintain a personal net worth of at least $15,000,000 for so long as his
obligations thereunder remained outstanding. Because of Mr. Feldman's
substantial financial commitments with respect to other projects, as well as
his substantial contingent liabilities, it was understood that there could be
no assurance that Mr. Feldman would be able to make any required payments under
the Guaranty.

Construction of the Buildings commenced in July 1987.  Certificates of
Occupancy were not received from the City of Stamford until February 1990,
representing a substantial delay from the originally scheduled completion date
of February 1989.  Moreover, during the course of the construction, substantial
cost overruns were incurred.  Because the Developer denied responsibility for
the delays and overruns, the Partnership commenced an arbitration in January
1989 to resolve the dispute.  In the arbitration, the Partnership contended
that the Developer was responsible for all cost overruns (except for the cost
of three approved change orders which represented a total cost of less than
$20,000) incurred in connection with the construction of the buildings.  In
addition, the Partnership contended that the Developer was obligated to make
certain liquidated damage payments as a result of the unjustified delays in the
completion of construction, and that the Developer's failure to make those
payments entitled the Partnership to terminate the Developer.  The Developer,
in turn, filed numerous claims against the Partnership principally designed to
establish the Partnership's responsibility for the cost overruns incurred on
the Property.

As a result of a ruling by the New York State Supreme Court, the Partnership's
arbitration with the Developer was combined with the Developer's separate
arbitration with the Property's construction manager, Gilbane.  Hearings in the
consolidated arbitration commenced in the fall of 1989 and continued
periodically until the summer of 1992.  On January 27, 1993, the arbitration
panel issued its decision, awarding the Partnership approximately $8.1 million
in monetary relief and granting certain additional declaratory relief.  The
arbitrators also decided in favor of Gilbane with respect to its separate
dispute with the Developer. See Items 3 and 7 for a discussion of the
arbitration award and its significance.

Because of the delays and cost overruns which occurred in the course of
construction of the Buildings, funds in addition to those budgeted were
required to complete the construction of the Buildings.  Furthermore, due to
soft market conditions in Stamford, additional funds have been required to fund
increases in the Partnership's leasing budget.

Accordingly, on July 19, 1990, the Partnership closed a mortgage loan (the
"Financing") with People's Bank ("People's") to provide mortgage financing to
the Partnership.  The Financing consisted of a $25 million, seven-year,
revolving loan payable, secured by a non-recourse first mortgage on the
Property.  For the specific terms of the Financing, see Note 7 "Mortgage Note
Payable" of the Notes to the Financial Statements, included in the
Partnership's Annual Report for the year ended December 31, 1996, which is
filed as an exhibit under Item 14.

On February 17, 1994, the Partnership entered into a loan modification
agreement with People's (the "Loan Modification").  The Loan Modification: (i)
reduced the interest rate on the loan from 11.5% to 7.43% commencing February
1, 1994 and continuing until the first adjustment date on July 19, 1995, at
which time the interest rate was reset to 9.03%; (ii) reduced the principal
balance of the loan from $25 million to $24,449,795; and (iii) eliminated the
interest reserve line item.  Payments of interest are due monthly in arrears
and are required to be paid from the Partnership's own funds.  Loan proceeds
may continue to be used on an "as needed" basis to fund all other approved line
items.  As of December 31, 1996, the principal balance of the loan was
$17,798,291 plus interest payable of $134,080 for a total balance of
$17,932,371.  The Partnership is exploring its options with respect to
refinancing the Financing which matures in August 1997.

The General Partner, at this time, cannot determine whether or when cash flow
from operations will be available for distribution to holders of Units ("Unit
Holders").

(b)  Financial Information About Industry Segments.  The Partnership's sole
business is the ownership and operation of the Property.  All of the
Partnership's revenues, operating profit or loss and assets relate solely to
its interest as the owner of the Property.

(c)  Narrative Description of Business.  The Partnership's sole business is the
ownership and operation of the Property.  The Partnership currently intends to
hold the Property until such time as the General Partner, pursuant to the terms
of the Partnership Agreement, deems it prudent to sell the Property.  The
principal objectives of the Partnership, in no particular order of priority,
are to:

     (i)  provide long-term capital appreciation;

    (ii)  provide cash distributions from operations following lease-up of
          the Property subsequent to the repayment of the Financing; and

    (iii) preserve and protect Partnership capital.

There can be no assurance that the Partnership will achieve its objectives.

The Partnership has no employees.  Until October 1996, full-time property
management services were provided by CB Commercial Real Estate Group Inc. In
October 1996, the Partnership changed property management firms to
Rostenberg-Doern & Company, which also serves as the Property's exclusive
leasing agent.  In March 1997, Rostenberg-Doern & Company was acquired by the
Edward S. Gordon Co., which is owned by Insignia Financial Group, Inc.


ITEM 2.  Properties

The Land has been developed with two architecturally integrated, 11-story,
multi-tenant office buildings (comprised of four levels of parking and seven
levels of office space), one of which contains approximately 192,939 square
feet of rentable floor space (the "North Tower"), and the other of which
contains approximately 132,477 square feet of rentable floor space (the "South
Tower").  The Partnership owns no real property other than the Land and the
Buildings.  A 3,000 square foot cafeteria available for the use of all tenants
was completed in December 1990 on the 5th floor of the North Tower.

Leasing Status
The Partnership entered into a lease with Citicorp POS Information Services,
Inc. ("Citicorp POS") which became effective on May 15, 1990 (the "Original
Lease") for approximately 136,000 rentable square feet in the Property's North
Tower.  On June 28, 1995, the Partnership executed the First Amendment (the
"Citicorp Lease Extension") to the Original Lease with Citicorp North America,
Inc. ("Citicorp").  For information regarding the lease with Citicorp and the
Citicorp Lease Extension, refer to Note 5 "Lease Agreement with Citicorp POS
Information Services" of the Notes to the Financial Statements, which is filed
as an exhibit under Item 14.  The Property was 72% leased as of December 31,
1996, as compared to 49% leased at December 31, 1995.  In addition to Citicorp,
there are nine other tenants leasing space in the Property as of December 31,
1996.  Eight of these tenants lease approximately 96,784 square feet of office
space.  The ninth tenant leases approximately 500 square feet of retail space.

During the first quarter of 1996, the Partnership signed a 10-year lease with
MemberWorks (formerly Cardmember Publishing Corp.) for approximately 18,650
square feet in the Property's South Tower.  The tenant took occupancy on March
15, 1996.  The cost of the tenant improvements necessitated by the lease were
funded from drawdowns on the Financing.

During the second quarter of 1996, the Partnership signed a lease with Learning
International, Inc. ("Learning") for 36,720 square feet covering two floors in
the South Tower.  Learning took occupancy on July 1, 1996. The terms of the
lease required Learning to fund the necessary improvements for the space and
related leasing commissions in exchange for a reduced rental rate.
Additionally, Millsport L.L.C., expanded its leased space by 2,341 square feet
during the second quarter of 1996 to 10,941 square feet. The tenant occupied
the expanded space in the third quarter of 1996.

During the third quarter of 1996, the Partnership signed a lease agreement with
Tradition Financial Services, Inc. for 11,605 square feet in the South Tower.
The new tenant took occupancy late in the fourth quarter of 1996. The cost of
the tenant improvements and leasing commissions necessitated by the lease will
be funded from drawdowns on the Partnership's revolving loan payable.

During the fourth quarter of 1996, the Partnership signed a 10-year lease
agreement with the Life Extension Institute ("Life Extension") for 5,688 square
feet in the North Tower.  The tenant is expected to take occupancy early in the
second quarter of 1997.  The cost of the tenant improvements and leasing
commissions necessitated by the lease will be funded from drawdowns on the
Financing.

Stamford Market
The Stamford commercial real estate market continued to recover in 1996. As
reported by Rostenberg-Doern & Company, the market vacancy rate for commercial
office space declined from 12.5% at year-end 1995 to 11.0% at the end of 1996.
The average market lease rate for class A office space in Stamford increased to
$23.50 per square foot in the fourth quarter of 1996, from $20 per square foot
in the fourth quarter of 1995.  The improving conditions prompted a rise in new
construction proposals for several new office properties.  If such construction
does in fact occur, and demand does not keep pace with the delivery of any new
space to the market, leasing activity and rental rates may be negatively
impacted.

One of the most significant developments in Stamford in recent years was the
announcement in 1994 that Swiss Bank Corporation ("Swiss Bank") would be
constructing a 20-story North American headquarters building directly across
the street from the Property.  Construction commenced in January 1996 and is
expected to be completed in 1998.  Swiss Bank's commitment is an indication of
the continuing interest of major corporations in Stamford as an alternative to
New York.  Swiss Bank's plans call for the relocation of approximately 1,200
employees from its current Manhattan location to Stamford upon the completion
of the construction.


ITEM 3.  Legal Proceedings

In early 1993, the Partnership received the decision of a five-member
arbitration board impaneled to determine numerous disputes between and among
the Partnership, the Developer and Gilbane arising from the development and
construction of the Property.  In their decision, the arbitrators awarded the
Partnership approximately $8.1 million in damages and costs on its claims
against the Developer and awarded the Developer no amounts on its claims
against the Partnership.  The arbitrators also awarded Gilbane approximately
$2.6 million in damages and costs on its claims against the Developer and
ordered that the Developer hold the Partnership harmless with respect to any
mechanics liens filed against the Partnership's property in connection with the
Property.  The Partnership has obtained a judgment in New York for the full
amount of the arbitration award against Edlar and Edward Feldman, pursuant to
the Guaranty.

However, the General Partner's investigation indicated that the Developer has
no significant assets from which the Partnership's arbitration award could be
satisfied.  Moreover, Mr. Feldman advised the Partnership that he has no
significant liquid assets from which to satisfy the judgment against him, and
that he has outstanding debts to other creditors in the approximate amount of
$53,000,000.

On February 1, 1991, Gilbane filed a mechanic's lien against the Property in
the sum of $4,583,481.  This amount was subsequently reduced by Gilbane to
$2,650,018 at the request of the Partnership.  On August 9, 1991, Gilbane
commenced an action entitled Gilbane Building Co. v. Stamford Towers Limited
Partnership, et. al., in the Connecticut Superior Court for the Judicial
District of Stamford/Norwalk at Stamford (the "Gilbane Action").  The
defendants include the Partnership.  Gilbane alleges breach of various
contracts and unfair trade practices and seeks foreclosure of its mechanic's
lien, approximately $2.65 million in monetary damages, interest, costs,
attorneys' fees, punitive damages, possession of the Property, and the
appointment of a receiver.

On October 21, 1993, the Partnership filed its Answer, Special Defenses and
Counterclaims to Gilbane's Action, which alleged breach of various contracts,
unfair trade practices and slander of title.  On September 13, 1995, the
Partnership filed a Substituted Answer, Special Defenses, Counterclaims,
Set-offs and Recoupment which, in addition to the allegations of its original
counterclaim, brought additional claims of negligence, breach of warranty,
breach of contract, products liability and unfair trade practices.  The
Partnership, by way of its counterclaims, seeks approximately $1.7 million in
damages in addition to interest, costs, punitive damages and attorneys' fees.

On December 31, 1990, a subcontractor of the Property, Moliterno Stone Sales,
Inc. ("Moliterno") filed a mechanic's lien against the Property in the sum of
$155,936.  On December 11, 1991, Moliterno filed a cross-claim against the
Partnership in the Gilbane Action.  Moliterno seeks foreclosure on its
mechanic's lien, monetary damages, and possession of the Property. An
application to discharge Moliterno's mechanic's lien was filed by the
Partnership on April 30, 1993.  On September 1, 1995, the Partnership filed its
answer, special defenses and counterclaims to Moliterno's cross-claim, alleging
that Moliterno was negligent, breached its contract and an implied warranty,
and engaged in unfair trade practices in performing its work on the Property.

On November 18, 1996, Judge Ryan of the Connecticut Superior Court (the
"Court") entered a final judgment in this proceeding.  The judgment awarded
Gilbane $770,070 and Moliterno $155,000.  All remaining claims, including the
Partnership's counterclaims, were dismissed.  The Partnership has sufficient
cash to pay the amounts awarded which will not have a material impact on the
Partnership's financial condition.  Although post-judgment motions to alter the
judgment were denied by the Court on March 13, 1997, it is anticipated that
Gilbane may appeal.


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

No matters were submitted to a vote of the Unit Holders at a meeting or
otherwise during the fourth quarter in the year for which this report is filed.



                               PART II


ITEM 5.  Market for the Partnership's Limited Partnership Interests and
         Related Security Holder Matters

(a)  Market Price Information.  There is no established trading market for the
Units.  The Partnership originally intended to apply to include the Units on
NASDAQ or another quoted securities market upon the completion of the lease-up
of the Property.  However, an application is not anticipated at this time.

(b)  Holders. As of December 31, 1996, there were 8,826 Unit Holders.

(c)  Distribution of Net Cash Flow.  For information regarding the
Partnership's policy with respect to distribution of net cash flow, refer to
Note 3 "The Partnership Agreement" of the Notes to the Financial Statements,
included in the Partnership's Annual Report for the year ended December 31,
1996, which is filed as an exhibit under Item 14.


ITEM 6.  Selected Financial Data

Set forth below is the selected financial data for the referenced periods.

                         For the years ended December 31,

                       1996         1995         1994         1993         1992

Rental Income   $ 4,144,475  $ 2,947,857  $ 2,486,730  $ 2,392,211  $ 2,359,242

Interest Income     256,063      319,278      192,911      182,101      259,422

Net Loss         (2,660,356)  (3,017,904)  (3,711,936)  (4,387,694)  (4,180,101)

Net Loss per
Unit (1)               (.34)        (.38)        (.47)        (.56)        (.53)

Total Assets     69,645,169   69,670,348   70,989,125   74,328,520   76,917,606

Revolving loan
payable          17,798,291   16,483,152   15,407,772   14,951,320   13,312,685

Cash Distributions
per Unit                -0-          -0-          -0-          -0-          -0-

(1) Based upon the weighted average number of Units (7,826,300) outstanding
    at year end.


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

Liquidity and Capital Resources

Initially, the principal source of the Partnership's liquidity was the proceeds
from the offering of Units which was completed in March 1988 and totaled
$78,263,000.  After paying offering expenses and syndication costs of the
Partnership and establishing a working capital reserve, the Partnership had
approximately $71,808,474 available to invest in the acquisition of the Land
and the construction, lease-up and operation of the Buildings.  On July 30,
1987, the Partnership acquired the Land for $14,714,483.  As of December 31,
1996, $61,125,236 had been invested in the construction of the Buildings and
tenant improvements.

The Partnership is currently preserving its funds to lease and operate the
Property.  Through December 31, 1996, the Partnership's sources of liquidity
have been net proceeds from the public offering of the Units, rental payments
under the terms of the leases discussed in Item 2, proceeds from the Financing
discussed in Item 1 and Note 7, "Mortgage Note Payable", of the Notes to the
Financial Statements, included in the Partnership's Annual Report for the
year-ended December 31, 1996, which is filed as an exhibit under Item 14, and
interest earned on the Partnership's cash balance.

Because of delays and cost overruns which occurred in the course of
construction of the Buildings and due to soft market conditions in the Stamford
real estate market, additional funds have been required to fund cost overruns,
operating deficits and leasing costs (see Item 1).  While the Partnership
sought to recover the amount of the construction overruns from the Developer
and eventually prevailed on most of its claims at the arbitration (see Item 3),
it currently appears that neither the Developer nor Edward Feldman, the
Developer's principal shareholder, have any significant liquid assets from
which to pay the Partnership.  While the General Partner intends to pursue,
with all prudent measure, payment of the $8.1 million arbitration award, it
seems unlikely that any substantial sums will be realized in the foreseeable
future with respect to the arbitration award.

In order to meet the Partnership's liquidity requirements during the Property's
leasing phase, the Partnership obtained the Financing.  On February 17, 1994,
the Partnership entered into the Loan Modification with People's which: (i)
reduced the interest rate on the loan from 11.5% to 7.43% commencing February
1, 1994 and continuing until the first adjustment date on July 19, 1995, at
which time the interest rate was reset to 9.03%; (ii) reduced the principal
balance of the loan from $25 million to $24,449,795; and (iii) eliminated the
interest reserve line item.  Payments of interest are due monthly in arrears
and are required to be paid from the Partnership's own funds.  Loan proceeds
may continue to be used on an "as needed" basis to fund all other approved line
items. The $1,315,139 increase in principal from December 31, 1995 was
attributable to funds drawn to pay for costs associated with leasing costs and
tenant improvements associated with the new leases signed for the South Tower.
The Partnership is exploring its options with respect to refinancing the
Financing which matures in August 1997.

Cash and cash equivalents totaled $5,668,459 and $5,873,982 at December 31,
1996 and 1995, respectively.  The decrease is attributable to net cash used for
operating activities and additions to real estate exceeding net cash provided
by borrowings under the revolving loan payable.  The Partnership's restricted
cash balance increased to $337,676 at December 31, 1996 from $91,458 at
year-end 1995.  The increase is primarily attributable to security deposits
received from two new tenants in the South Tower.

Deferred charges net of accumulated amortization declined to $53,896 at
December 31, 1996 from $181,696 at year-end 1995.  The decrease is due to the
amortization of capitalized fees related to the Loan Modification.

Prepaid expenses increased from $1,399,363 at December 31, 1995 to $1,632,689
at December 31, 1996.  The increase is primarily attributable to the payment of
leasing commissions related to the Citicorp Lease Extension and the leasing
activity in the South Tower, partially offset by the continued amortization of
leasing commissions.

Accounts payable and accrued expenses increased from $1,482,840 at December 31,
1995 to $2,793,018 at December 31, 1996.  The increase is primarily
attributable to accruals for the judgments awarded to Gilbane and Moliterno
resulting from the November 18, 1996 judgment.  The increase is also due to
accruals for costs relating to tenant improvements in the South Tower and the
receipt of security deposits from MemberWorks and Consolidated Hydro, partially
offset by a decrease in prepaid rent in 1996 due to the recognition of prepaid
rental payments made by Citicorp in 1995.

The Partnership has made no cash distributions to date.

On February 16, 1996, based upon, among other things, the advice of legal
counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partner adopted a
resolution that states, among other things, if a Change of Control (as defined
below) occurs, the General Partner may distribute the Partnership's cash
balances not required for its ordinary course day-to-day operations. "Change of
Control" means any purchase or offer to purchase more than 10% of the Units
that is not approved in advance by the General Partner.  In determining the
amount of the distribution, the General Partner may take into account all
material factors.  In addition, the Partnership will not be obligated to make
any distribution to any partner, and no partner will be entitled to receive any
distribution, until the General Partner has declared the distribution and
established a record date and distribution date for the distribution.

Results of Operations
1996 vs. 1995
The Partnership incurred a net loss of $2,660,356 for the year ended December
31, 1996 compared with a net loss of $3,017,904 for the year ended December 31,
1995.  The reduction in the net loss in 1996 is primarily attributable to the
increase in rental income resulting from the addition of new tenants in the
South Tower and the Citicorp Lease Extension, partially offset by the accrual
of the November 18, 1996 judgment amounts awarded to Gilbane and Moliterno.

Rental income increased by 41%, to $4,144,475 in 1996, from $2,947,857 in 1995,
primarily due to increased occupancy in the South Tower and a reduction in the
amortization of deferred rent relating to the Citicorp Lease Extension.
Interest income for the year ended December 31, 1996 was $256,063 as compared
to $319,278 for the year ended December 31, 1995.  The decrease is the result
of the Partnership maintaining lower average cash balances in 1996.  Other
income increased to $474,457 in 1996 from $331,828 in 1995, primarily due to
the reimbursement of tenant improvements in 1996.

Total expenses for the year ended December 31, 1996 were $7,535,351 compared
with $6,616,867 in 1995.  The increase is primarily attributable to the
$925,070 judgment awarded to Gilbane and Moliterno and an increase in interest
expense and property operating expenses, partially offset by lower depreciation
and amortization and professional fees.  Depreciation and amortization for the
year ended December 31, 1996 was $2,070,391 compared to $2,446,866 in 1995. The
decrease in depreciation and amortization is attributable to the Citicorp Lease
Extension which extended the length of Citicorp's lease and the corresponding
asset life of the tenant improvements.  Property operating expenses increased
to $2,584,730 from $2,308,093 in 1995, primarily due to increases in utilities,
cleaning, security and repairs and maintenance expenses arising from increased
occupancy in the South Tower.  Interest expense relating to the revolving loan
payable increased to $1,549,523 in 1996 from $1,289,309 in 1995. Interest
expense increased due to a drawdown in July 1995 to fund leasing commissions
associated with the Citicorp Lease Extension, the additional borrowings in 1996
to fund leasing commissions and tenant improvements associated with the new
leases in the South Tower and, to a lesser extent, an increase in the average
interest rate as discussed above.  Professional fees totaled $258,524 in 1996
compared with $434,597 in 1995.  The decrease is attributable to lower legal
fees in 1996 associated with the Gilbane litigation.

1995 vs. 1994
The Partnership incurred a net loss of $3,017,904 for the year ended December
31, 1995 compared with a net loss of $3,711,936 for the year ended December 31,
1994.  The reduction in the net loss was primarily the result of increases in
rental income due to the Citicorp Lease Extension and, to a lesser extent, an
increase in interest income.

Rental income totaled $2,947,857 in 1995, up 19% from 1994, primarily due to a
rent step-up in 1995 and a reduction in the amortization of deferred rent
relating to the Citicorp Lease Extension.  Other income increased from $293,767
in 1994 to $331,828 in 1995, reflecting an increase in tenant reimbursements
for HVAC improvements for Citicorp and, to a lesser extent, income received
from the rental of storage space to Citicorp.  Partially offsetting these
increases was a reduction in tenant reimbursements for electricity costs,
resulting primarily from a reduction in the number of employees occupying the
Citicorp space.  Interest income for the year ended December 31, 1995 was
$319,278 as compared to $192,911 for the year ended December 31, 1994.  The
increase was the result of an increase in the Partnership's average cash
balance due to a drawdown on the first mortgage loan in July 1995, as well as
an increase in the interest rate earned on the balance.

Total expenses for the year ended December 31, 1995 were $6,616,867 compared
with $6,685,344 in 1994.  Depreciation and amortization for the year ended
December 31, 1995 was $2,446,866 compared to $2,912,878 in 1994. The decline in
depreciation and amortization was attributable to the Citicorp Lease Extension
which extended the length of Citicorp's lease and the corresponding asset life
of the tenant improvements.  As a result, the annual depreciation expense was
reduced.  Property operating expenses decreased to $2,308,093 from $2,313,161
in 1994, primarily due to lower real estate taxes, advertising and promotion
expenses.  Real estate taxes were reduced as a result of a reduction in the
City of Stamford's real estate tax rate and a reduction in the assessed value
of the South Tower, partially offset by a slight increase in the assessed value
of the North Tower.  Partially offsetting these reductions was an increase in
construction costs related to HVAC improvements for Citicorp.  These expenses
were reimbursed to the Partnership by Citicorp and are reflected under other
income.  Interest expense relating to the revolving loan payable increased to
$1,289,309 in 1995 from $1,188,986 in 1994.  Interest expense increased due to
the additional borrowings and an increase in the interest rate discussed above.
Professional fees totaled $434,597 in 1995 compared with $146,489 in 1994.  The
increase was attributable to legal and engineering consulting fees associated
with the Gilbane litigation, and to a lesser extent, an increase in legal fees
associated with new leases.


ITEM 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the fiscal year ended December 31, 1996, which is filed as an exhibit under
Item 14.  Supplementary data is incorporated by reference to page F-1 of this
report.


ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.


                               PART III

ITEM 10.  Directors and Executive Officers of the Registrant

The Partnership has no Directors or Executive Officers.  The affairs of the
Partnership are conducted through the General Partner.  Certain officers and
directors of the General Partner are now serving (or in the past have served)
as officers and directors of entities which act as general partners of a number
of real estate limited partnerships which have sought protection under the
provisions of the Federal Bankruptcy Code.  The partnerships which have filed
for bankruptcy petitions own real estate which has been adversely affected by
the economic condition in the markets in which the real estate is located and,
consequently, the partnerships sought protection of the bankruptcy laws to
protect the partnerships' assets from loss through foreclosure.

On July 31, 1993, Shearson Lehman Brothers, Inc. ("Shearson") sold certain of
its domestic retail brokerage and asset management businesses to Smith Barney,
Harris Upham & Co. Incorporated ("Smith Barney").  Subsequent to this sale,
Shearson changed its name to Lehman Brothers Inc. ("Lehman"). The transaction
did not affect the ownership of the Partnership or the General Partner.

Set forth below are the names, positions and offices held, and a brief account
of the business experience during the past five years of each Director and
Executive Officer of the General Partner and the Assignor Limited Partner as of
December 31, 1996.  Each such officer and director holds a similar position in
the General Partner and the Assignor Limited Partner.


Name                     Office

Regina M. Hertl          President
Rocco F. Andriola        Vice President, Director and Chief Financial Officer
Jeffrey C. Carter        Vice President
Timothy Needham          Vice President
Kenneth Boyle            Vice President

Regina M. Hertl, 38, is a First Vice President of Lehman Brothers in its
Diversified Asset Group and is responsible for the investment management of
commercial and residential real estate, and a venture capital portfolio. From
January 1988 through December 1988, Ms. Hertl was Vice President of the Real
Estate Accounting Group within the Controller's Department of Shearson Lehman
Brothers.  From September 1986 through December 1987, she was an Assistant Vice
President responsible for real estate accounting analysis within the
Controller's Department at Shearson.  From September 1981 to September 1986,
Ms. Hertl was employed by the accounting firm of Coopers & Lybrand.  Ms. Hertl,
who is a Certified Public Accountant, graduated from Manhattan College in 1981
with a B.S. degree in Accounting.

Rocco F. Andriola, 38, is a Managing Director of Lehman Brothers in its
Diversified Asset Group and has held such position since October 1996. Since
joining Lehman Brothers in 1986, Mr. Andriola has been involved in a wide range
of restructuring and asset management activities involving real estate and
other direct investment transactions.  From June 1991 through September 1996,
Mr. Andriola held the position of Senior Vice President in Lehman's Diversified
Asset Group.  From June 1989 through May 1991, Mr. Andriola held the position
of First Vice President in Lehman's Capital Preservation and Restructuring
Group.  From 1986-89, Mr. Andriola served as a Vice President in the Corporate
Transactions Group of Shearson Lehman Brothers' office of the general counsel.
Prior to joining Lehman Brothers, Mr. Andriola practiced corporate and
securities law at Donovan Leisure Newton & Irvine in New York.  Mr. Andriola
received a B.A. degree from Fordham University, a J.D. degree from New York
University School of Law, and an LLM degree in Corporate Law from New York
University's Graduate School of Law.

Jeffrey C. Carter, 51, is a Senior Vice President of Lehman Brothers in the
Diversified Asset Group.  Mr. Carter joined Lehman Brothers in September 1988.
From 1972 to 1988, Mr. Carter held various positions with Helmsley-Spear
Hospitality Services, Inc. and Stephen W. Brener Associates, Inc. including
Director of Consulting Services at both firms. From 1982 through 1987, Mr.
Carter was President of Keystone Hospitality Services, an independent hotel
consulting and brokerage company.  Mr. Carter received his B.S. degree in Hotel
Administration from Cornell University and an M.B.A. degree from Columbia
University.

Timothy E. Needham, 28, is an Associate of Lehman Brothers and assists in the
management of commercial real estate in the Diversified Asset Group. Mr.
Needham joined Lehman Brothers in September 1995.  Prior to joining Lehman
Brothers Mr. Needham was a consultant with KPMG Peat Marwick LLP in the Banking
and Investment Services Group from 1994-1995.  Mr. Needham received his
master's degree in international management from the American Graduate School
of International Management in December of 1993.  Previous to entering graduate
school, Mr. Needham worked in Tokyo, for approximately one year doing market
research for a Japanese firm (1991).  In addition, Mr. Needham is currently a
candidate for the designation of Chartered Financial Analyst, Level III.

Kenneth Boyle, 33, is a Vice President of Lehman Brothers in the Diversified
Asset Group.  Mr. Boyle joined Lehman in January 1991.  Mr. Boyle is a
Certified Public Accountant and was employed by the accounting firm of KPMG
Peat Marwick LLP from 1985 to 1990.  Mr. Boyle graduated from the State
University of New York at Binghamton with a B.S. degree in Accounting.


ITEM 11.  Executive Compensation

The Directors and Officers of the General Partner and the Assignor Limited
Partner do not receive any salaries or other compensation from the Partnership
or the Assignor Limited Partner.

The General Partner is entitled to varying percentages of Net Cash Flow
distributed in any fiscal year and to varying percentages of the Net Proceeds
of capital transactions.  See Note 3 "The Partnership Agreement" of the Notes
to the Financial Statements, included in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1996, which is filed as an exhibit
under Item 14.


ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

As of December 31, 1996, the only entity known by the Partnership to be the
beneficial owner of more than 5% of the Units was Chrysler Master Pension
Trust, U/A/D  5/28/56, 12,000 Chrysler Drive, Highland Park, Michigan, which
was the beneficial owner of 450,000 Units or approximately 5.74% of the total
outstanding Units.

As of December 31, 1996, neither the General Partner nor any of its officers or
directors held any Units.


ITEM 13.  Certain Relationships and Related Transactions

The General Partner or its affiliates earned fees and compensation in
connection with the syndication, acquisition, and organization services
rendered to the Partnership.  As of December 31, 1996, $127,921 remained
unpaid.

Under the terms of the Partnership Agreement, the General Partner and certain
affiliates may be reimbursed by the Partnership for certain operational
expenses, including but not limited to audit, appraisal, legal and tax
preparation fees as well as costs of data processing.  First Data Investor
Services Group provides partnership accounting and investor relations services
for the Registrant.  Prior to May 1993, these services were provided by an
affiliate of the General Partner.  The Registrant's transfer agent and certain
tax reporting services are provided by Service Data Corporation.  Both First
Data Investor Services Group and Service Data Corporation are unaffiliated
companies.   For the amounts paid to affiliates for the three years ended
December 31, 1996, 1995, and 1994, see Note 4 "Transactions with Related
Parties" of the Notes to the Financial Statements, included in the
Partnership's Annual Report to Unitholders for the year ended December 31,
1996, which is filed as an exhibit under Item 14.



                               PART IV

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

(a)(1)  Financial Statements and Schedules.
                                                                Page

 Balance Sheets at December 31, 1996 and 1995                    (1)

 Statements of Partners' Capital (Deficit)
 for the years ended December 31, 1996, 1995 and 1994            (1)

 Statements of Operations
 for the years ended December 31, 1996, 1995 and 1994            (1)

 Statements of Cash Flows
 for the years ended December 31, 1996, 1995 and 1994            (1)

 Notes to the Financial Statements                               (1)

 Report of Independent Auditors                                  (1)

(a)(2)  Financial Statement Schedule

 Schedule III - Real Estate and Accumulated Depreciation        F-1


All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission have been omitted since
(1) the information required is disclosed in the financial statements and the
notes thereto; (2) the schedules are not required under the related
instructions; or (3) the schedules are inapplicable.

 (1)  Incorporated by reference to the Partnership's Annual Report to
      Unitholders for the year ending December 31, 1996, filed as an exhibit
      under Item 14.

(b) Reports on Form 8-K.

On November 26, 1996, the Partnership filed a Form 8-K on the Court's decision
regarding the legal proceedings with Gilbane Building Company and Moliterno
Stone Sales, Inc.  See Item 3 for more information about the Court's decision.

(c) Exhibits

Subject to Rule 12b-32 of the Securities and Exchange Act of 1934 regarding
incorporation by reference, listed below are the exhibits which are filed as
part of this report:

        3.      The Partnership's Amended and Restated Agreement of Limited
                Partnership, dated as of November 1, 1986, is hereby
                incorporated by reference to Exhibit A to the Prospectus
                contained in Registration Statement No. 33-8105, which
                registration statement (the "Registration Statement") was
                declared effective by the SEC on November 19, 1986.

        4.      The form of Unit Certificate is hereby incorporated by
                reference to Exhibit 4.1 to the Registration Statement.

        10.1    Subscription Agreement and Signature Page is included as
                Exhibits B and C to the Prospectus contained in the
                Registration Statement, and is incorporated herein by
                reference.

        10.2    Escrow Agreement between the Partnership and United States
                Trust Company of New York is hereby incorporated by reference
                to Exhibit 10.3 to the Registration Statement.

        10.3    Property Management Agreement between the Partnership and
                Feldman Realty relating to the Property is hereby incorporated
                by reference to Exhibit 10.3 to the Registration Statement.

        10.4    Supervisory Leasing and Management Agreement between the
                Partnership and the Manager relating to the Property is hereby
                incorporated by reference to Exhibit 10.4 to the Registration
                Statement.

        10.5    Demand Promissory Note from Shearson to the General Partner is
                hereby incorporated by reference to Exhibit 10.5 to the
                Registration Statement.

        10.6    Contract of Sale, as amended to date, relating to the land
                portion of the Property and all exhibits thereto is included as
                Exhibit L to the Development Agreement, and is hereby
                incorporated herein by reference to Exhibit 10.6 to the
                Registration Statement.

        10.7    Development Agreement between the Developer and the Partnership
                is hereby incorporated by reference to Exhibit 10.7 to the
                Registration Statement.

        10.8    Guaranty of the Developer's obligations is hereby incorporated
                by reference to Exhibit 10.8 to the Registration Statement.

        10.9    Form of Letter Agreement between Edward Feldman and the
                Partnership relating to the Guaranty is hereby incorporated by
                reference to Exhibit 10.9 to the Registration Statement.

        10.10   Modification of Development Agreement between the Developer and
                the Partnership is hereby incorporated by reference to Exhibit
                10.10 to the Registration Statement.

        10.11   Commitment Letter from Shearson Lehman Brothers Holdings Inc.
                to the Partnership is hereby incorporated by reference to
                Exhibit 10.11 to the Registration Statement.

        10.12   Agreement Regarding Securities Law Liability between Developer,
                Feldman Realty & Management Corp., Edward Feldman, Shearson,
                Registrant and the General Partner is hereby incorporated by
                reference to Exhibit 10.14 to the Registration Statement.

        10.13   Modification of Supervisory Leasing and Management Agreement
                between the Partnership and the Manager is hereby incorporated
                by reference to Exhibit 10.15 to the Registration Statement.

        10.14   Commercial Revolving Loan Agreement between the Partnership and
                People's Bank dated July 19, 1990 is hereby incorporated by
                reference to Exhibit 10.14 to the Partnership's report on Form
                10-K for the year ended December 31, 1990.

        10.15   Modification of Loan Agreement, Mortgage, Collateral Assignment
                of Leases and Other Loan Documents, between the Partnership and
                Peoples Bank, dated February 17, 1994, is hereby incorporated
                by reference to Exhibit 10.15 to the Partnership's report on
                Form 10-K for the year ended December 31, 1993.

        13.     Annual Report to Unitholders for the year ended December 31,
                1996.

        23.     Consent of Ernst & Young LLP, Independent Auditors

        27.     Financial Data Schedule.
  

                             SIGNATURES
  
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned, thereunto duly authorized.
  
  
  
  Dated:  March 27, 1997
                                STAMFORD TOWERS LIMITED PARTNERSHIP
  
                                BY:  Stamford Towers, Inc.
                                     General Partner
  
  
                                BY:     /S/  Rocco F. Andriola
                                Name:   Rocco F. Andriola
                                Title:  Director, Chief Financial
                                        Officer and Vice President
  
  
  
  
                                STAMFORD TOWERS DEPOSITARY CORP.
  
  
                                BY:     /S/  Rocco F. Andriola
                                Name:   Rocco F. Andriola
                                Title:  Director, Chief Financial
                                        Officer and Vice President
  
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, this
  report has been signed below by the following persons on behalf of the
  Registrant in the capabilities and on the dates indicated.
  
  
  
                                STAMFORD TOWERS, INC. and
                                STAMFORD TOWERS DEPOSITARY CORP.
                                General Partner
  
  
  
  
  
  Date:  March 27, 1997
                                BY:     /S/  Rocco F. Andriola
                                        Rocco F. Andriola
                                        Vice President, Director and
                                        Chief Financial Officer
  
  
  
  
  
  Date:  March 27, 1997
                                BY:     /S/  Regina Hertl
                                        Regina Hertl
                                        President