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, 1997
                                    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 incorporation  I.R.S. Employer Identification No.
or organization

    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, 1997.


                                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.

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.  On February 17, 1994, the Partnership entered into a loan
modification agreement with People's (the "First Loan Modification"), which
reduced the interest rate on the loan, reduced the principal balance and
eliminated the interest reserve line item.  On May 15, 1997, the Partnership
entered into a second modification of the mortgage loan with People's (the
"Second Loan Modification") which, among other provisions, extended the
maturity date until June 1, 2004, split the mortgage into two components and
established certain escrows.  For the terms of the First and Second Loan
Modifications, see Note 7 to the Financial Statements contained in the
Partnership's 1997 Annual Report to Unitholders, incorporated herein by
reference to Exhibit 13 in Item 14.  As of December 31, 1997, the principal
balance of the loan was $18,365,631 plus interest payable of $116,775 for a
total balance of $18,482,406.

(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 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.

During the third quarter of 1997, the General Partner decided to commence
marketing the Property for sale.  This determination was made after
consideration of a number of factors including, among others, the following:
the recently improved operating performance of the Property; the overall health
of the economy; the strengthening of national real estate and capital markets;
and a number of proposals for the new development of buildings in Stamford that,
if completed, would directly compete with the Property.  On March 17, 1998, the
Partnership entered into an agreement to sell the Property (the "Purchase
Agreement") to Reckson Operating Partnership, L.P. (the "Buyer"), a Delaware
limited partnership unaffiliated with the Partnership.  Pursuant to the terms of
the Purchase Agreement, the Buyer agreed to acquire the Property for
consideration in the amount of $61,315,000 in cash (the "Purchase Price"),
subject to adjustments in respect of certain closing costs (the "Sale").

The proposed Sale is subject to the satisfaction of certain conditions. Pursuant
to the terms of the Partnership Agreement, Limited Partners holding a majority
of limited partnership interests will have the right to disapprove of the Sale.
An information statement will be mailed to the Limited Partners shortly
detailing information concerning the proposed Sale and subsequent distribution
by the Partnership.

There can be no assurance that the Sale will be completed. Upon completion of
the sale of the Property, the General Partner intends to dissolve the
Partnership and will make one or more liquidating distributions in accordance
with the terms of the Partnership Agreement.  It is anticipated, however, that
certain reserves will need to be maintained for a period of time following the
sale of the Property for certain contingent liabilities of the Partnership.

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., and the
name of the firm was changed to Insignia/ESG.

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 Property's overall occupancy was 79% at December 31, 1997, compared to 72%
at December 31, 1996.  A breakdown of the Property's tenants, occupied square
footage and leasing activity during 1997 is incorporated herein by reference to
the "Property Profile" section of the Partnership's 1997 Annual Report to
Unitholders contained in Exhibit 13 under Item 14.

Citicorp North America, Inc. ("Citicorp") leases approximately 136,000 rentable
square feet in the Property's North Tower.  For information regarding the lease
with Citicorp, refer to Note 5 "Lease Agreement with Citicorp North America,
Inc." of the Notes to the Financial Statements of the Partnership's 1997 Annual
Report to Unitholders, contained in Exhibit 13 under Item 14.


ITEM 3.  Legal Proceedings

The Partnership had been involved in litigation with the Property's former
construction manager, Gilbane Building Company ("Gilbane"), and a subcontractor,
Moliterno Stone Sales, Inc. ("Moliterno").  In this suit, Gilbane and Moliterno,
respectively, sought $2.65 million and $155,000 in damages, plus interest and
other relief.  On November 18, 1996, the Connecticut Superior Court (the
"Court") awarded Gilbane $770,070 and Moliterno $155,000.  All remaining claims,
including the Partnership's counterclaims, were dismissed.  On October 24, 1997,
the Court entered a final judgment containing the foregoing awards and further
awarding Gilbane and Moliterno interest and attorneys' fees of approximately
$469,000.  In December 1997, the Partnership paid $1,171,758 to Gilbane and
$200,000 to Moliterno in settlement of all amounts due pursuant to the final
judgment.

The Partnership entered into a development contract with an unaffiliated party,
Edlar, Inc. (the "Developer") which was personally guaranteed by Edward Feldman
("Feldman").  Following construction of the Property, the Partnership commenced
an arbitration proceeding in January 1989 against the Developer to resolve
various disputes and seeking certain monetary recoveries.  On January 24, 1993,
the arbitration panel issued its decision awarding approximately $8.1 million
to the Partnership, as well as certain declaratory relief.  Subsequently, the
Partnership obtained a judgment from a court of the State of New York for the
full amount of arbitration award in the sum of approximately $8.1 million
against the Developer and also against Feldman pursuant to his guaranty.

On or about January 21, 1997, Feldman and his wife commenced a voluntary case
for liquidation pursuant to chapter 7 of the United States Bankruptcy Code.
On July 31, 1997, the Partnership filed a Proof of Claim in the Feldmans'
chapter 7 case in the amount of $11,313,232, which includes interest of
approximately $2.7 million on the $8.1 million judgment.  The summary of the
assets and liabilities filed by Feldman and his wife with the Bankruptcy Court
in their chapter 7 case indicates that their assets are less than 1.5% of the
scheduled liabilities.  Based upon such schedules, it is likely that after
payment of the expenses of the administration of Feldmans' chapter 7 case,
little or no distribution will be made to the Partnership as a holder of a
general unsecured claim.


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, 1997, there were 8,535 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, 1997, which is
filed as an exhibit under Item 14.


ITEM 6.  Selected Financial Data

Set forth below is the selected financial data for the years ended December 31,

                        1997         1996         1995         1994        1993

Rental Income   $  5,074,594  $ 4,144,475  $ 2,947,857  $ 2,486,730 $ 2,392,211

Interest Income      252,763      256,063      319,278      192,911     182,101

Provision for
  Loss on Real
  Estate Held for
  Disposition     (3,310,365)           _            _            _           _

Net Loss          (4,322,230)  (2,660,356)  (3,017,904)  (3,711,936) (4,387,694)

Net Loss per
  Unit (1)              (.55)        (.34)        (.38)        (.47)       (.56)

Total Assets      64,935,053   69,645,169   69,670,348   70,989,125  74,328,520

Revolving loan
  payable         18,365,361   17,798,291   16,483,152   15,407,772  14,951,320


(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

The Partnership is currently preserving its funds to lease and operate two
parcels of land located in Stamford, Connecticut with two commercial office
buildings constructed thereon containing a total of 325,416 RSF (the "Project").
Through December 31, 1997, the Partnership's sources of liquidity have been net
proceeds from the public offering of limited partnership units, rental receipts,
proceeds from the mortgage loan discussed below and interest earned on the
Partnership's cash balance.

In order to meet the Partnership's liquidity requirements during the Project's
leasing phase, the Partnership obtained a revolving first mortgage loan from
People's Bank ("People's") in July 1990.  On February 17, 1994, the Partnership
entered into a modification of the loan's terms with People's which, among
other things, reduced the principal balance of the loan from $25 million to
$24,449,795, and eliminated the interest reserve line item.  Another provision
of the loan provided that when occupancy at the Project reached 50% or greater,
the interest rate on the loan would be reduced by 25 basis points. During the
first quarter of 1996, the Partnership signed a 10-year lease with Cardmember
Publishing Corporation ("Cardmember Publishing") for approximately 18,650
square feet in the South Tower.  The Cardmember Publishing lease in the South
Tower commenced on March 15, 1996 which brought the Project's overall occupancy
to approximately 54%.  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 leasing
costs.

On May 15, 1997, the Partnership entered into a second modification of the
First Mortgage Loan with People's which extends the maturity date until June 1,
2004 (the "Modified Mortgage").  The Modified Mortgage is split into two
components: (i) the permanent portion (the "Permanent Portion") which is
comprised of the existing balance of the First Mortgage Loan, closing costs
associated with the Modified Mortgage and any future drawdowns, and (ii) the
development portion (the "Development Portion") from which the Partnership may
request the drawdown of funds with People's approval to fund the costs of
leasing the Property.  At closing, the balance of the Permanent Portion was
$18,491,473 which included recent drawdowns for leasing costs and the closing
costs associated with the Modified Mortgage and the balance of the Development
Portion was $5,958,322.  Annually, any borrowings under the Development Portion
of the Modified Mortgage will be added to the Permanent Portion and reduce the
funds available for future drawdowns by a commensurate amount.  The Permanent
Portion currently bears interest at an initial rate of 7.63% and is amortized
over a 25 year period and the Development Portion currently bears interest at
an initial rate of 7.83%.  Interest rates on both the Permanent Portion and the
Development Portion are adjusted annually on June 1, beginning June 1, 1998.
As of December 31, 1997, the principal balance of the loan was $18,365,631 plus
interest payable of $116,775 for a total balance of $18,482,406, as compared to
a total balance of $17,932,371 as of December 31, 1996.  The increase is due to
additional borrowings in 1997 to fund tenant improvements relating to new
leases signed at the Project.

Another condition of the second modification is the establishment of a real
estate tax escrow account set up with the Lender into which monthly deposits
equal to 1/12th of the annual real estate taxes will be made.  In addition, a
deposit representing an amount equal to the 10% holdback on the contested tax
years of July 1994 through May 31, 1997 was made prior to the closing.  As of
December 31, 1997 the balance in the real estate tax escrow account was
$656,626.

The Property's overall occupancy was 79% at December 31, 1997, compared to 72%
at December 31, 1996.

During the third quarter of 1997, the General Partner decided to commence
marketing the Property for sale.  This determination was made after
consideration of a number of factors including, among others, the following:
the improved operating performance of the Property; the overall health of the
economy; the strengthening of national real estate and capital markets; and a
number of proposals for the new development of buildings in Stamford that, if
completed, would directly compete with the Property.  On March 17, 1998, the
Partnership entered into an agreement to sell the Property (the "Purchase
Agreement") to Reckson Operating Partnership, L.P. (the "Buyer"), a Delaware
limited partnership unaffiliated with the Partnership.  Pursuant to the terms
of the Purchase Agreement, the Buyer agreed to acquire the Property for
consideration in the amount of $61,315,000 in cash (the "Purchase Price"),
subject to adjustments in respect of certain closing costs (the "Sale").

The proposed Sale is subject to the satisfaction of certain conditions. Pursuant
to the terms of the Partnership Agreement, Limited Partners holding a majority
of limited partnership interests will have the right to disapprove of the Sale.
An information statement will be mailed to the Limited Partners shortly
detailing information concerning the proposed Sale and subsequent distribution
by the Partnership.


There can be no assurance that the Sale will be completed.  The General Partner
intends to dissolve the Partnership and will make one or more liquidating
distributions in accordance with the terms of the Partnership Agreement.  It is
anticipated, however, that certain reserves will need to be maintained for a
period of time following the sale of the Property for certain contingent
liabilities of the Partnership.

In light of the Partnership's marketing efforts, the Partnership's real estate
assets, deferred rent receivable and prepaid leasing commissions were
reclassified on the balance sheet at September 30, 1997 to "Real estate assets
held for disposition."  Effective October 1, 1997, the Partnership suspended
depreciation and amortization in accordance with the Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of."  In addition, the
partnership recognized a one time expense of $3,310,365 as a provision for
loss on real estate held for disposition.

Cash and cash equivalents totaled $3,960,408 at December 31, 1997 as compared
to $5,668,459 at December 31, 1996.  The decrease was primarily due the payment
of settlement costs associated with the Gilbane/Moliterno litigation (see
Item 3), and to the funding of real estate improvements at the Property.

Restricted cash at December 31, 1997 totaled $1,213,209 as compared to
$337,676 at December 31, 1996.  The increase is primarily the result of the
funding of the real estate tax escrow pursuant to the terms of the Modified
Mortgage, and security deposits received from new tenants by the Partnership.

At December 31, 1997, deferred charges net of accumulated amortization, were
$139,336, compared to $53,896 at December 31, 1996.  The increase is the result
of capitalized fees associated with the Modified Mortgage, offset partially by
amortization of these fees.

Accounts payable and accrued expenses totaled $1,903,249 at December 31, 1997,
compared to $2,793,018 at December 31, 1996.  The decrease is primarily
attributable to the payment of settlements awarded to Gilbane and Moliterno in
December 1997 (see Item 3).  The decrease was partially offset by an increase
in security deposits received for recent leases signed at the Property.

Due to affiliates totaled $80,110 at December 31, 1997, compared to $128,262 at
December 31, 1996.  The decrease is primarily due to the payment of fees and
compensation in connection with the organization, syndication and acquisition
services rendered at the inception of the Partnership which had been deferred.

Results of Operations

1997 vs. 1996

The Partnership incurred a net loss of $4,322,230 for the year ended
December 31, 1997, compared with a net loss of $2,660,356 in 1996.  The higher
net loss in 1997 is primarily the result of a provision for loss on real estate
held for disposition in the amount of $3,310,365 in compliance with Statement
of Financial Accounting Standards No. 121.

Rental income totaled $5,074,594 for the year ended December 31, 1997, compared
to $4,144,475 for the year ended December 31, 1996.  The increase is primarily
due to the increase in the Property's occupancy.

For year ended December 31, 1997, other income was $392,117, compared to
$474,457 in 1996.  The decrease is primarily due to higher tenant improvement
reimbursements in the 1996 period, and was partially offset by an increase in
lease payment escalations in the 1997 period due to an increase in occupancy.

Total expenses for the year ended December 31, 1997 were $10,041,704 compared
with $7,535,351 in 1996.  The increase is primarily attributable to the
provision for loss on real estate held for disposition. Depreciation and
amortization for the year ended December 31, 1997 was $1,633,948, compared to
$2,070,391 in 1996.  Effective October 1, 1997, the Partnership suspended
depreciation and amortization in accordance with the Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of."  Property operating
expenses were $2,502,410 for the year ended December 31, 1997, compared to
$2,584,730 in 1996.  The decrease is primarily attributable to a decline in
repairs and maintenance expense, advertising and promotion costs, and real
estate taxes.  The decrease was partially offset by an increase in cleaning
expenses.  Settlement costs totaled $446,688 for the year ended December 31,
1997, compared to $925,070 for the year ended December 31, 1996.  Amounts in
both periods consist of amounts awarded to Gilbane and Moliterno, including
interest and attorneys' fees, pursuant to the litigation settlement (see
Item 3).  Interest expense totaled $1,483,868 for the year ended December 31,
1997, compared with $1,549,523 in 1996. The decrease was due to the lower
interest rate on the Modified Mortgage which became effective May 15, 1997.

Partnership service fees totaled $282,816 for the year ended December 31, 1997,
compared with $115,406 for the year ended December 31, 1996.  Effective as of
January 1, 1997, the Partnership began reimbursing certain expenses incurred by
the General Partner and its affiliates in servicing the Partnership to the
extent permitted by the partnership agreement.  In prior years, affiliates of
the General Partner had voluntarily absorbed these expenses.  Such amounts
totaled $143,799 for the year ended December 31, 1997.  General and
administrative expenses totaled $136,685 for the year ended December 31, 1997,
compared to $31,707 for the year ended December 31, 1996.  During the 1997
period, certain expenses incurred by the General Partner and its affiliates in
servicing the Partnership, which were voluntarily absorbed by affiliates of the
General Partner in the prior periods, were reimbursable to the General Partner
and its affiliates.

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 was 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 was 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 was 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 was 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 was attributable to lower legal fees in 1996 associated with the
Gilbane litigation.


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, 1997, 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, 1997.  Each such officer and director holds a similar position in
the General Partner and the Assignor Limited Partner.

          Name                   Office
          Rocco F. Andriola      Director
          Jeffrey C. Carter      Director, President & Chief Financial Officer
          Timothy E. Needham     Vice President

Rocco F. Andriola, 39, is a Managing Director of Lehman Brothers in its
Diversified Asset Group and has held such position since October 1996.  Since
joining Lehman 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 to 1989, 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, Mr. Andriola practiced corporate and
securities law at Donovan Leisure Newton & Irvine in New York.  Mr. Andriola
received a B.A. from Fordham University, a J.D. from New York University School
of Law, and an LLM in Corporate Law from New York University's Graduate School
of Law.

Jeffrey C. Carter, 52, 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, 29, is an Assistant Vice President of Lehman Brothers Inc.
and assists in the management of commercial real estate in the Diversified Asset
Group.  Mr. Needham joined Lehman in September 1995.  Prior to joining Lehman,
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 1993.  Mr. Needham is currently a
candidate for the designation of Chartered Financial Analyst, Level III.


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, 1997, which is filed as an exhibit
under Item 14.


ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

As of December 31, 1997, 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, 1997, 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, 1997, $80,110 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.  Effective as of
January 1, 1997, the Partnership began reimbursing certain expenses incurred by
the General Partner and its affiliates in servicing the Partnership to the
extent permitted by the partnership agreement.  In prior years, affiliates of
the General Partner had voluntarily absorbed these expenses.  Such amounts
totaled $143,799 for the year ended December 31, 1997.


                               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, 1997 and 1996                    (1)

  Statements of Partners' Capital (Deficit) for the years
  ended December 31, 1997, 1996 and 1995                          (1)

  Statements of Operations for the years ended December 31,
  1997, 1996 and 1995                                             (1)

  Statements of Cash Flows for the years ended December 31,
  1997, 1996 and 1995                                             (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, 1997, filed as an exhibit
       under Item 14.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the three months ended December 31,
1997.


(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, 1997.

 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.



                          STAMFORD TOWERS DEPOSITARY CORP.
                          STAMFORD TOWERS LIMITED PARTNERSHIP

                          BY:  Stamford Towers, Inc.
                               General Partner



  Date: March 30, 1998    BY:  /s/ Jeffrey C. Carter
                          Name:    Jeffrey C. Carter
                          Title:   Director, President and Chief Financial
                                   Officer




  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 30, 1998   BY:  /s/Jeffrey C. Carter
                          Name:   Jeffrey C. Carter
                          Title:  Director, President and Chief Financial
                                  Officer



  Date:  March 30, 1998   BY:  /s/Rocco F. Andriola
                          Name:   Rocco F. Andriola
                          Title:  Director



  Date:  March 30, 1998   BY:  /s/Timothy E. Needham
                          Name:   Timothy E. Needham
                          Title:  Vice President