UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                      FORM 10-Q/AMENDED
                              
IXI  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996
                             OR

I   I      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 1-9742

             HARBOURTON FINANCIAL SERVICES L.P.
   (Exact name of registrant as specified in its charter)
                              
              DELAWARE                             52-1573349
(State   or   other   jurisdiction   of   incorporation   or
organization)                         (I.R.S. Employer Identification No.)

         2530  S.  Parker   Road,  Suite  500,  Aurora,   CO
80014
(Address of principal executive offices)          (Zip Code)

 Registrant's telephone number, including area code:  (303)
                          745-3661
                              
 Securities registered pursuant to Section 12(b) of the Act:

Title of each class             Name of each exchange on which registered
Preferred Units                          New York Stock Exchange

 Securities registered pursuant to Section 12(g) of the Act:
                            None
                              
Indicate by check mark whether the registrant (1) has  filed
all  reports required to be filed by Section 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject  to
such  filing  requirements  for  the  past  90  days.    Yes
X              No

At  October  14,  1996, registrant had 41,169,558  Preferred
Units outstanding.
PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

None.

Item 2.   Changes in Securities

None.

Item 3.   Defaults Upon Senior Securities

None.

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

None.

Item 5.   Other Information

None.

Item 6.   Exhibits and Reports on Form 8-K

a.  Exhibits:

          1)  Credit agreement dated July 30, 1996 including
exhibits A-J.

                         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.

              HARBOURTON FINANCIAL SERVICES, L.P.

                By:   Harbourton  Mortgage Corporation,  its
                      General Partner

Date:     November 19, 1996   By:  s/Jack W. Schakett
                              Jack W. Schakett
                              Chief Executive Officer

Date:     November 19, 1996   By:  s/Paul Szymanski
                              Paul Szymanski
                              Chief Financial Officer

Date:     November 19, 1996   By:  s/Brent F. Dupes
                              Brent F. Dupes
                              Executive Vice President

Date:     November 19, 1996   By:  s/Bill Reid
                              Bill Reid
                              Chief Accounting Officer