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

                        Form 10QSB

    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
     15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1999

             Commission File Number: 0-25074

              WELLINGTON PROPERTIES TRUST
       (Exact name of registrant as specified in its
                         charter)

                     Maryland
     (State or other jurisdiction of incorporation)

                    39-6594066
     (I.R.S. Employer Identification Number)

     18650 West Corporate Drive, P.O. Box 0919,
     Brookfield, Wisconsin   53008-0919
     (Address of principal executive offices)

     Issuer's telephone number:  414-792-8900
     Fax number:  414-792-8930

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

     As of July 31, 1999, 1,352,361 shares of the
     issuer's common shares of beneficial interest were
     outstanding.

     Transitional Small Business Disclosure Format
     (Check one): Yes      ;No   X
     (Added by Exch Act Rel No. 31905, eff 4/26/93.)

     This report contains 20 pages.  There is one exhibit.

<PAGE>
                WELLINGTON PROPERTIES TRUST
                 TABLE OF CONTENTS


      PART I.  Financial Information

      Consolidated Balance Sheet-June 30, 1999 (unaudited)       Page 3

      Consolidated Statements of Operations-six months ended
      June 30, 1999 and June 30, 1998 (unaudited)                Page 4

      Consolidated Statements of Operations -three months ended
      June 30, 1999 and June 30, 1998 (unaudited)                Page 5

      Consolidated Statement of Cash Flows-six months
      ended June 30, 1999 and June 30, 1998 (unaudited)          Page 6

      Notes to Consolidated Financial Statements                 Page 7

      Management's Discussion and Analysis of Financial
      Condition of Operations                                    Page 14

      PART II.  Other Information

      Other Information                                          Page 20

      Signatures                                                 Page 20

<PAGE>
<TABLE>
                       Wellington Properties Trust
                        Consolidated Balance Sheet
                            June 30, 1999
                            (Unaudited)
<CAPTION>


              <S>                                   <C>
              Assets
               Real Estate Property
                Land                                 9,009,936
                Building                            41,540,143
                Tenant improvements                     43,809
                Appliances and equipment               976,096
                                                    51,569,984
                Accumulated depreciation            (2,319,925)
                                                    49,250,059
               Cash                                     98,397
               Escrowed cash                           680,511
               Accounts receivable                      32,458
               Prepaid expenses                         23,550
               Investment in unconsolidated subsidiary  90,000
               Deferred financing costs, net           815,662
               Other assets                             25,000
                  Total Assets                      51,015,637

              Liabilities and shareholders' equity
              Liabilities
               Mortgage loans payable               32,049,484
               Line of credit                          190,000
               Accts payable & accrued liabilities   1,336,559
               Related party payable                 3,926,878
               Deferred rental revenue                  66,648
               Tenant security deposits                158,744
               Dividends/distributions payable         871,100
                  Total liabilities                 38,599,413

              Minority interests in consolidated
              subsidiary                             8,755,376

              Shareholders' equity
               Common shares-100,000 authorized;
                1,351,935 shares issued and
                outstanding; par value $0.01            13,519
               Preferred Stock-10,000,000 authorized;
                no shares issued and outstanding;
                par value $0.01                             --
               Additional paid in capital            9,069,682
               Accumulated deficit                  (5,422,353)
                  Total shareholders' equity         3,660,848

                  Total Liabilities & Shareholders'
                   Equity                           51,015,637

</TABLE>
              The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
                          Wellington Properties Trust
                     Consolidated Statements of Operations
                                (Unaudited)
                       For the Six Month Period Ended
<CAPTION>
                                                  June 30,         June 30,
                                                   1999             1998
<S>                                                <C>             <C>
Revenue:
  Rental revenue and tenant reimbursements         3,414,376       1,516,511
  Interest and other                                  30,513             273
     Total revenue                                 3,444,889       1,516,784

Expenses:
  Property operating and maintenance                 822,468         295,608
  Real estate taxes and insurance                    596,233         219,290
  Depreciation and amortization                      681,103         293,879
  Interest expense                                 1,295,213         633,928
  General and administrative                         387,480         147,745
  Management fees                                    170,015          74,515
  Termination of advisory agreement                  950,000              --
  Nonrecurring expenses                            2,613,383              --
    Total expenses                                 7,515,895       1,664,965

Loss before minority interests                    (4,071,006)       (148,181)
Less: Minority interests                           2,664,093              --

Loss allocated to Common Shares                   (1,406,913)       (148,181)

Loss per share:  Basic and diluted                     (1.04)          (0.13)

Weighted average number of shares: Basic
 and diluted                                       1,350,730       1,144,793

</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>
                      Wellington Properties Trust
                 Consolidated Statements of Operations
                            (Unaudited)
                    For the Three Month Period Ended
<CAPTION>
                                              June 30,     June 30,
                                                1999         1998
<S>                                           <C>            <C>
Revenue:
  Rental revenue and tenant reimbursements    1,756,158      750,581
  Interest and other                             16,076          210
     Total revenue                            1,772,234      750,791
Expenses:
  Property operating and maintenance            450,153      135,118
  Real estate taxes and insurance               279,368      109,645
  Depreciation and amortization                 357,526      148,283
  Interest expense                              650,225      319,511
  General and administrative                    192,721       74,598
  Management fees                                87,390       36,907
  Termination of advisory agreement             950,000           --
  Nonrecurring expenses                       2,613,383           --
     Total expenses                           5,580,766      824,062

Loss before minority interests               (3,808,532)     (73,271)
Less: Minority interests                      2,491,018           --

Loss allocated to Common Shares              (1,317,514)     (73,271)

Loss per share:  Basic and diluted                (0.97)       (0.06)

Weighted average number of shares:
 Basic and diluted                            1,351,891    1,144,793

</TABLE>
     The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>
             Wellington Properties Trust
           Consolidated Statements of Cash Flows
                        (Unaudited)
             For the Six Month Period Ended
<CAPTION>

                                                 June 30,       June 30,
                                                  1999           1998
<S>                                             <C>              <C>
Cash flows from operating activities:
  Net Loss                                      (4,071,006)     (148,181)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization                   681,103       293,879
  Changes in assets and liabilities:
   Decrease (increase) in accounts receivable and
    prepaid expenses                                71,604       (50,861)
   Decrease in deferred costs                    1,723,255            --
   Decrease in accounts payable and accrued
    liabilities                                    (70,809)      (13,423)
   Increase in accounts payable related party    2,182,455        41,883
   Increase in tenant security deposits and
    deferred rents                                   3,409         5,308
       Net cash provided by operating activities   520,011       128,605

Cash flows from investing activities:
 Capital expenditures paid                         (93,380)      (40,806)
 Investment in unconsolidated subsidiary           (90,000)           --
 Decrease (increase) in escrowed cash              163,357       (45,137)
       Net cash flow used in investing activities  (20,023)      (85,943)

Cash flows from financing activities:
 Proceeds from mortgage loans payable                   --     2,750,000
 Loan fees                                              --      (436,285)
 Payments on mortgage note                        (455,668)   (2,376,180)
 Payments on line of credit                        (10,000)           --
 Dividends paid                                    (89,824)     (125,794)
       Net cash flow used in financing activities (555,492)     (188,259)

Net decrease in cash                               (55,504)     (145,597)

 Cash at beginning of period                       153,901       113,945
 Cash at end of period                              98,397       (31,652)

 Supplemental Data:
     Interest paid                               1,318,972       641,035

     Dividends paid through issuance of
      Common Shares                                (62,383)     (124,287)
     Issuance of Common Shares                      62,383       124,287
                                                        --            --
</TABLE>
The accompanying notes are an integral part of these statements.

<PAGE>
              WELLINGTON PROPERTIES TRUST
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1999
                        (Unaudited)

     NOTE A - ORGANIZATION

     Wellington Properties Trust ("Company") is a real
     estate investment trust ("REIT") organized in the
     state of Maryland.  The Company was formed on March
     15, 1994 to acquire, develop, own, and operate
     investment real estate.  As of June 30, 1999, the
     Company owned two residential and three commercial
     properties that contain a total of 376 apartment
     units and 247,546 commercial rentable square feet.
     The Company's interest in the commercial properties
     is held through Wellington Properties Investments,
     LP (the "Operating Partnership"), a Delaware
     limited partnership formed in 1998.  The Company is
     the general partner of, and as of June 30, 1999,
     owns an approximately 8.8% interest in the
     Operating Partnership. On March 4, 1999, the Company acquired
     an 8% interest in Highlander Acquisition Company, LLC
     ("Highlander") which owns a 154 unit apartment community.

     NOTE B - BASIS OF PRESENTATION

     The consolidated financial statements have been
     prepared by the Company without audit pursuant to
     the rules and regulations of the Securities and
     Exchange Commission.  Certain information and
     footnote disclosures normally included in the
     financial statements prepared in accordance with
     generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and
     regulations, although the Company believes that the
     included disclosures are adequate to make the
     information presented not misleading.  In the
     opinion of the Company, all adjustments (consisting
     solely of normal recurring matters, except with
     respect to the nonrecurring expense) necessary to
     fairly present the financial position of the
     Company as of June 30, 1999, the results of its
     operations for the six month periods and three
     month periods ended June 30, 1999 and 1998, and its
     cash flows for the six month periods ended June 30,
     1999 and 1998 have been included.  During the second quarter of
     1999, the Company concluded that costs incurred and deferred in
     1998 in connection with the potential acquisition of twenty-eight
     (28) properties had no future value because such potential acquisitions
     would not occur.  Such costs approximated $2.6 million and were
     expensed in the second quarter along with the costs to terminate
     the advisory agreement of $950,000 (See Note H).  The results of
     operations for such interim periods are not
     necessarily indicative of the results for a full
     year. For further information, refer to the
     Company's consolidated financial statements and
     footnotes included in the Annual Report of Form 10-KSB/
     Amendment No. 1 for the year ended December 31,1998.
<PAGE>
                WELLINGTON PROPERTIES TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                      JUNE 30, 1999

     NOTE C - ACQUISITION OF PROPERTIES

     On March 4, 1999, the Company acquired an 8%
     interest in Highlander at a cost of $90,000 funded
     in cash. The Company believes that cost
     approximates fair value.

     On November 20, 1998, the Company through the
     Operating Partnership, acquired two office
     properties and one light industrial property in the
     Minneapolis, Minnesota metropolitan area.  The
     combined purchase price of such properties totaled
     approximately $31.1 million, including closing
     costs.  Such purchase price was funded through the
     issuance of an aggregate of 2,557,707 limited
     partnership units ("Units") in the Operating
     Partnership (valued at $5.37 per Unit, or an
     aggregate value of approximately $13.7 million) and
     the assumption of certain third-party indebtedness
     of approximately $17.1 million secured by such
     properties The Units are exchangeable, under certain
     circumstances, on a one-for-one basis for common
     shares of beneficial interest, $.01 par value per
     share from and after the one-year anniversary of
     the date of issuance.  (See Note H).

     NOTE D - MORTGAGE NOTES PAYABLE AND OTHER FINANCING

     Maple Grove

     The mortgage payable with respect to Maple Grove is
     collateralized by Maple Grove and an assignment of
     rents and had a principal balance as of June 30,
     1999 of $12,680,308.  The interest rate is fixed at
     8.095%. Payments are due in monthly installments of
     principal and interest of $95,517 with a final
     balloon payment due June 1, 2004. (See Note I).

     Lake Pointe

     As of June 30, 1999, the Company was liable on a
     mortgage note payable of $2,722,891. The note
     requires monthly payments of $19,417 including
     interest at 7.6%.  The mortgage is due March 2008
     and is secured by Lake Pointe and an assignment of
     rents.

<PAGE>
                  WELLINGTON PROPERTIES TRUST
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                        JUNE 30, 1999

     NOTE D-MORTGAGE NOTES PAYABLE AND OTHER FINANCING-Continued

     Thresher Square East

     The financing consists of Commercial Development
     Revenue Refunding Bonds - Series 1996A issued by
     the City of Minneapolis, Minnesota; interest
     payable semi-annually at variable rates ranging
     from 5.25% to 7.25%; principal payable annually on
     or before May 1 in amounts ranging from $140,000 to
     $395,000 with a final payment due May 1, 2015;
     collateralized by a letter of credit, the Thresher
     Square East Office Complex, equipment and an
     assignment of rents.  As of June 30, 1999 the
     principal balance was $3,955,000.

     Thresher Square West

     The financing consists of Commercial Development
     Revenue Refunding Bonds - dated October 1, 1992
     issued by the City of Minneapolis, Minnesota;
     interest payable semi-annually at variable rates
     ranging from 6.50% to 7.60%; principal payable
     annually on or before June 1 in amounts ranging
     from $170,000 to $375,000 with a final payment due
     June 1, 2010; collateralized by a letter of credit,
     the Thresher Square West Office Complex and an
     assignment of rents and security agreement.  As of
     June 30, 1999 the principal balance was $2,965,000.

     Cold Springs

     The financing consists of a note payable to Bremer
     Bank, N.A. in monthly installments of $51,518
     including interest at a variable rate (effective
     rate of 9.25% at June 30, 1999) with a final
     balloon payment due on October 1, 2000; and
     collateralized by the Cold Springs Office Complex
     and fixtures.  As of June 30, 1999 the principal
     balance was $5,533,491.

     Additionally there is a note payable to Bremer
     Business Financial Corp., interest payments due
     monthly at a variable interest rate (effective rate
     of 10.75% at June 30, 1999) with principal balance
     due on September 30, 2000; and collateralized by the
     Cold Springs Office Complex and fixtures.  As of
     June 30, 1999 the principal balance was $1,875,000.
<PAGE>
              WELLINGTON PROPERTIES TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                  JUNE 30, 1999

     NOTE D-MORTGAGE NOTES PAYABLE AND OTHER FINANCING-CONTINUED

     Nicollet VI

     The financing consists of a 7.00% mortgage note
     payable to GMAC Commercial Mortgage Corporation in
     monthly installments of $15,635 including interest;
     final balloon payment due February 1, 2008; and
     collateralized by the Nicollet Business Campus VI
     Complex and an assignment of rents and security
     agreement.  As of June 30, 1999 the principal
     balance was $2,317,794.

     Line of Credit

     During 1998, the Company obtained a line of credit
     for $300,000 with  Milwaukee Western Bank. Payments
     of $5,000 of principal plus interest are due
     monthly with the final principal payment due on
     September 30, 1999.  The interest rate is at 0.5%
     above the bank's reference rate (effective rate at
     June 30, 1999 of 8.75%).  At June 30, 1999, the
     outstanding balance was $190,000.  The line of credit is
     collateralized by the guarantee of Wellington
     Management Corporation ("WMC").

     NOTE E - EQUITY

     During 1998, the Company entered into agreements
     with American Real Estate Equities, LLC ("AREE") and
     WMC.  Pursuant to the agreements the Company
     entered into transactions with AREE and WMC related
     to issuance of warrants, issuance of Common Shares
     and contribution agreements for various properties.

     On November 16, 1998, the Company issued warrants
     to acquire up to 791,667 Common Shares to each of
     AREE and WMC.  The Warrants were to become
     exercisable one year after the date of issuance
     (November 16, 1999) and would be exercisable for a
     nine-year period thereafter, at an exercise price
     of $5.37 per Common Share with respect to 395,833
     Warrants held by each of AREE and WMC, $6.47 per
     Common Share with respect to 197,917 Warrants held
     by each of AREE and WMC, $7.74 per Common Share
     with respect to 118,750 Warrants held by each of
     AREE and WMC and $9.32 per Common Share with
     respect to 79,167 Warrants held by each of AREE and
     WMC. Effective June 30, 1999, all such warrants
     were returned to the Company and canceled.  (See
     Note H).
<PAGE>
                  WELLINGTON PROPERTIES TRUST
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                       JUNE 30, 1999

     NOTE F - DISTRIBUTIONS

     On March 16, 1999, the Board of Trustees declared a
     split of 4.75 Common Shares for each 3.00 Common
     Shares effective on March 24, 1999 to shareholders
     of record as of March 22, 1999 ("Stock Split").
     The Operating Partnership simultaneously declared a
     split of 4.75 Units for each 3.00 Units effective
     on March 24, 1999 to unitholders of record as of
     March 22, 1999.  All amounts herein have been
     adjusted to give effect to the Stock Split.

     On March 30, 1999, the Board of Trustees declared a
     cash distribution of $0.11 per share totaling
     approximately $148,679 to shareholders of record as
     of March 31, 1999.  The Operating Partnership
     simultaneously declared a $0.11 per unit cash
     distribution to holders of Units.  Such
     distribution totals $189,127. (See Note H).

     On July 15, 1999, the Board of Trustees declared a
     cash distribution of $0.11 per share totaling
     approximately $148,679 to shareholders of record as
     of June 30, 1999.  The Operating Partnership
     simultaneously declared a $0.11 per unit cash
     distribution to holders of Units.  Such
     distribution totals $189,127. (See Note H).

     The Board of Trustees further voted to defer
     payment of both 1999 cash distributions.

     NOTE G - LOSS PER COMMON SHARE

     Net loss per Common Share is computed based on the
     weighted average number of Common Shares
     outstanding for the period.  Common share
     equivalents, consisting of outstanding warrants and
     options, are not included in the diluted loss per
     Common Share as they would be anti-dilutive.

     NOTE H - RELATED PARTY TRANSACTIONS

     Reimbursement of Certain Expenses by Related
     Parties

     The Operating Partnership has been in negotiations
     with AREE regarding the reimbursement by the
     Operating Partnership to AREE of certain expenses
     incurred by AREE in the potential acquisition of
     properties and certain administrative expenses.

<PAGE>
                  WELLINGTON PROPERTIES TRUST
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                         JUNE 30, 1999

     NOTE H-RELATED PARTY TRANSACTIONS-CONTINUED

     In connection with the negotiations during 1998 by
     the Company of the contribution agreement between
     AREE and the Operating Partnership, a $240,000
     advance was paid to WMC by AREE for the benefit of
     the Operating Partnership. As of December 31, 1998,
     this amount was reflected as an advance to related
     party in accompanying financial statements, with a
     related liability recorded due to AREE.  Under the
     terms of the contribution agreement, the advance
     was to be repaid to AREE in the event certain
     transactions closed before December 31, 1998.  Due to the uncertainty
     of the collectibility of the advance, the entire amount was
     reserved as uncollectible as of December 31, 1998 an in
     connection with the agreement discussed below, has been written
     off as of June 30, 1999.

     Of the thirty-one properties to be acquired, three properties have
     been acquired as of June 30, 1999.  Further, in connection
     with the agreements discussed below, WMC will retain cash
     received totaling $550,000 as partial consideration for termination
     of the advisory agreement.

     Management Fees

     The Company has entered into Property Management
     Agreements with WMC Realty, Inc. ("WRI"), a wholly-owned subsidiary of
     WMC, an affiliate of the Company in which Arnold Leas (Chairman of
     the Board of Trustees) is President and Chief Executive
     Officer, and Hoyt Properties Inc. ("Hoyt"), an
     entity controlled by Steve Hoyt (a trustee of the
     Company) to serve as Property Managers of
     properties owned by the Company.  The Property
     Managers manage the day to day operations of
     properties owned by the Company and receive a
     management fee for this service.  Management fees
     for the period January 1, 1999 through June 30,
     1999 totaled $95,112 to Hoyt and $74,903 to WRI.
     Management fees for the period January 1, 1998
     through June 30, 1998 totaled $0 to Hoyt (management agreement
     commenced November 1998) and $74,515 to WRI.

     Advisor Fees

     On August 2, 1994, the Company contracted to retain
     WMC to serve as Advisor to the Company.  In payment
     for these services, the Advisor receives a fee
     equal to 5% of the gross proceeds of the public
     offering of common shares, which terminated October
     1995.  No advisor fees have been paid during 1999.
<PAGE>

                   WELLINGTON PROPERTIES TRUST
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                        JUNE 30, 1999

     NOTE H-RELATED PARTY TRANSACTIONS-CONTINUED

     Incentive Advisory Fee equal to 10% of the realized
     gain with respect to each sale or refinancing of
     property owned by the Company.  In the event a
     property is sold at a loss, no Incentive Advisory
     Fees will be paid until the amount of the loss has
     been offset by gains from other sales.  No
     Incentive Advisory Fees have been paid during 1999.
     In addition, the Advisor is entitled to recover
     certain expenses including travel, legal,
     accounting, and insurance.  Fees for services, such
     as legal and accounting, provided by the Advisor's
     employees, in the opinion of the Advisor, may not
     exceed fees that would have been charged by
     independent third parties.  The initial term of the
     agreement ended on December 31, 1995 and had been
     renewed automatically each year.  The agreement was
     subject to termination without cause, by either
     party, on 60 days written notice and by the Company
     for cause immediately upon written notice.

     Termination of Advisory Agreement

     In connection with the purchase of properties by
     the Operating Partnership, the Company terminated
     the advisory agreement with WMC on November 20,
     1998.  The termination fee, payable to WMC, was estimated
     at $1.6 million and was to
     be determined by taking 1% of the first $150,000,000
     of the aggregate gross purchase price for properties
     acquired by the Operating Partnership plus 0.25% of
     the aggregate gross purchase price for properties
     acquired in excess of $150,000,000. See agreement as of June
     30, 1999 discussed below.

     Agreements:  June 30, 1999

     In the second quarter of 1999, due primarily to the fact
     that the Operating Partnership was able to acquire only
     three properties since November 1998, the Company entered
     into discussions with AREE and WMC.  As a result of these
     discussions, effective as of June 30, 1999:

     Recipients of 838,372 Units, received in the November 1998
     acquisitions as described in Note C, have returned such
     Units to the Company for cancellation.

     AREE has returned the warrant covering 791,667 Common Shares to
     the Company. Further, the Company has agreed to issue 254,800 Class B
     Junior Cumulative Convertible Preferred Shares
     ("Class B Preferred Shares") to AREE in the third
     quarter of 1999 as consideration for an aggregate
     of $2,548,000 representing advances to the Company
     for working capital purposes and costs incurred in

<PAGE>
                 WELLINGTON PROPERTIES TRUST
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                      JUNE 30, 1999

     NOTE H-RELATED PARTY TRANSACTIONS-CONTINUED

     connection with the 1998 Transactions.  The Class B
     Preferred Shares will bear the same rights, terms
     and preferences as the Class A Preferred Shares
     (defined below), but will rank junior as to payment
     of dividends and distributions upon liquidations.
     Of the total Class B Preferred Shares to be issued
     to AREE, 135,600 will be redeemable by the Company
     for $1 if certain conditions are not met prior to
     June 30, 2002.

     As consideration for the Termination of the
     Advisory Agreement between the Company and WMC, WMC has returned
     the warrant covering 791,667 Common Shares to the Company, the
     Company has agreed to issue 95,000 Class B
     Preferred Shares to WMC in the third quarter of
     1999 and WMC will retain cash payments of $550,000
     received during 1998.

     The obligation by the Company to issue the Class B
     Preferred Shares has been reflected as a liability
     aggregating $3,498,000 on the Company's balance
     sheet as of June 30, 1999.

     Listing Agreement

     In January 1998, the Company entered into a listing
     agreement with WRI.  The agreement provides that
     WRI would receive a fee equal to 3% of the sales
     price in the event of a sale of either of the
     Company's residential properties.  In connection
     with the pending contract for the sale of Maple Grove
     Apartments, discussed below, WRI is expected to
     receive a fee totaling $501,000 upon consummation
     of the sale.

     NOTE I - SUBSEQUENT EVENTS

     The Company anticipates filing a Preliminary
     Registration Statement in August 1999 under the
     Securities Act of 1933 on Form SB-2 in order to
     commence the sale of 1,200,000 Class A Cumulative
     Convertible Preferred Shares ("Class A Preferred
     Shares") to the public ("Preferred Offering"). The
     Class A Preferred Shares will bear a liquidation
     value of $10.00 per share and will accrue a
     dividend equal to $0.475 per share, with such
     dividend payable every six months.  The Class A
     Preferred Shares will be convertible into the
     number of Common Shares equal to the quotient
     obtained by dividing (1) $10.00 plus any dividends
     then accrued but unpaid on the Class A Preferred

<PAGE>
                 WELLINGTON PROPERTIES TRUST
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED
                       JUNE 30, 1999

     NOTE I-SUBSEQUENT EVENTS - CONTINUED

     Shares, by (2) a price equal to 110% of the average
     closing bid price of Common Shares over the 10
     trading days preceding the effective date of the
     registration statement covering the Class A
     Preferred Shares.  The Company will have the right
     to redeem the Class A Preferred Shares, under
     certain circumstances, after the two year
     anniversary date of the initial closing of the
     Preferred Offering.

     The Company expects to use the net proceeds from
     the Preferred Offering to fund the continued growth
     of the Company.

     Maple Grove is presently under contract for sale to
     an independent third party.  The contract is
     subject to normal closing conditions and
     contingencies and provides for a purchase price of
     $16,700,000 to be paid by assuming the first
     mortgage of approximately $12,680,000 and paying
     the balance in cash at closing.

     No assurance can be given that the Preferred
     Offering or the sale of Maple Grove will be
     consummated and if consummated, would be on terms
     described above or otherwise.

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION OF OPERATIONS

     The following discussion should be read in
     conjunction with the financial statements appearing
     elsewhere herein.  This Form 10-QSB contains
     forward-looking statements for purposes of the
     Securities Act of 1933 and the Securities Exchange
     Act of 1934 and as such may involve known and
     unknown risks, uncertainties and other factors that
     may cause the actual results, performance or
     achievements of the Company to be materially
     different from future results, performance or
     achievements expressed or implied by such forward-looking
     statements.  Although the Company believes that the expectations
     reflected in such forward-looking statements are based upon reasonable
     assumptions, there can be no assurance that these
     expectations will be realized.  Factors that could
     cause actual results to differ materially from
     current expectations include, but are not limited
     to, changes in general economic conditions, changes
     in interest rates, legislative and regulatory
     changes, changes in monetary and fiscal policies of

<PAGE>
     the U.S. government, including policies of the U.S.
     Treasury and the Federal Reserve Board, changes in
     local real estate conditions (including rental
     rates and competing properties), changes in
     industries in which the Company's principal tenants
     compete, the failure to timely lease unoccupied
     space, the failure to timely re-lease occupied
     spaced upon expiration of leases, the inability to
     generate sufficient revenues to meet debt service
     payments and operating expenses, the unavailability
     of equity and debt financing, unanticipated costs
     associated with the Company's acquisitions,
     potential liability under environmental or other
     laws and regulations, the failure of the Company to
     manage its growth effectively and the other risks
     identified in the Company's Annual Report on Form
     10-KSB for the year ended December 31, 1998.

     Overview

     Wellington Properties Trust is a real estate
     investment trust.  As of June 30, 1999, the Company
     owned a portfolio of two residential and three
     commercial properties.  The residential properties
     are located in Wisconsin and contain an aggregate
     of 376 units.  The commercial properties are
     located in Minnesota and contain an aggregate of
     247,546 square feet.

     The Company's interest in the commercial properties
     is held through Wellington Properties Investments,
     LP (the "Operating Partnership").  The Company is
     the sole general partner of the Operating
     Partnership and, as of June 30, 1999, the Company
     held a 8.8% interest in the Operating Partnership.

     On November 20, 1998, pursuant to the Master
     Contribution Agreement with American Real Estate
     Equities, LLC ("AREE"), the Company , through the
     Operating Partnership acquired three commercial
     properties (the "1998 Acquisition Properties" or
     the "Commercial Properties") in exchange for
     issuance by the Operating Partnership of 2,557,707
     limited partnership units ("Units") and the
     assumption of debt aggregating $17,066,000.  In
     connection with these acquisitions, the Company
     issued 166,666 common shares of beneficial interest
     ("Common Shares") to AREE in exchange for
     $1,000,000 and further issued warrants (the
     "Warrants") for 791,667 Common Shares each to AREE,
     and representatives thereof, and to Wellington
     Management Corporation ("WMC").  Simultaneously,
     WMC received a termination fee and the advisory
     agreement between the Company and WMC was
     terminated.  (Collectively, these transactions are
     referred to herein as the "1998 Transactions").
<PAGE>

     The Company accounted for the 1998 Acquisition
     Properties under purchase accounting requirements;
     therefore, the operating results of the Company for
     the six month and three month periods ended June
     30, 1999 are not directly comparable to 1998.

     Results of Operations

     Comparison of the Six Month Period Ended June 30,
     1999 and 1998: Rental revenue increased by
     approximately $1,897,865 or 125% for the six month
     period ended June 30, 1999 compared to the six
     month period ended June 30, 1998.  The increased
     revenue was primarily a result of the Company's
     consummation of the 1998 Acquisition Properties.
     Interest and other income increased by $30,240
     during these same periods, primarily due to
     interest earned on escrowed funds relating to the
     1998 Acquisition Properties.

     Total expenses increased from $1,664,965 for the
     six month period ended June 30, 1998 to $7,515,895
     for the six month period ended June 30, 1999, an
     increase of $5,850,930 of which $3,563,383
     represents non-recurring charges related to the
     termination of the advisory agreement and write off of
     deferred costs associated with 1998 expected acquisitions.
     The remaining $2,287,547 was attributable to increased
     property expenses of $903,803, increased management fees of
     $95,500, increased depreciation and amortization of $387,224,
     increased interest expense of $661,285, and
     increased general and administrative expenses
     of $239,735, primarily as a result of the 1998
     Transactions.

     Depreciation and amortization increased from
     $293,879 for the six month period ended June 30,
     1998 to $681,103 for the comparable period in 1999,
     an increase of 132%, primarily as a result of the
     Company's consummation of the 1998 Acquisition
     Properties.  Interest expense increased from
     $633,928 for the six month period ended June 30,
     1998 to $1,295,213 for the comparable period in
     1999, an increase of 104%, primarily as a result of
     additional borrowings associated with the 1998
     Acquisition Properties.

     General and administrative expenses increased from
     $147,745 for the six month period ended June 30,
     1998 to $387,480 for the comparable period in 1999,
     an increase of 162%.  In November 1998, the Company
     converted from an externally advised REIT to a
     self-administered REIT and commenced administrative
     operations and, as a result incurred payroll
     expenses of $150,000 for the six month period ended
     June 30, 1999 not incurred in the previous
     comparable period.
<PAGE>
     As a result of the above, net loss before
     minority interests increased from ($148,181) for
     the six month period ended June 30, 1998 to a loss
     of ($4,071,006) for the six month period ended June
     30, 1999.  Net loss increased from ($148,181) for
     the six month period ended June 30, 1998 to
     ($1,406,913) for the six month period ended June
     30, 1999 attributable primarily to the existence of
     minority interests resulting from the new structure
     of the Company following the 1998 Transactions, as
     well as the factors described above.

     Comparison of the Three Month Period Ended June 30,
     1999 and 1998: Rental revenue increased by
     approximately $1,005,577 or 134% for the three
     month period ended June 30, 1999 compared to the
     three month period ended June 30, 1998.  The
     increased revenue was primarily a result of the
     Company's consummation of the 1998 Acquisition
     Properties.  Interest and other income increased by
     $15,866 during these same periods, primarily due to
     interest earned on escrowed funds relating to the
     1998 Acquisition Properties.

     Total expenses increased from $824,062 for the
     three month period ended June 30, 1998 to
     $5,580,766 for the three month period ended June
     30, 1999, an increase of $4,756,704 of which
     $3,563,383 represents non-recurring charges related
     to the termination of the advisory agreement and write off
     of deferred costs associated with 1998 expected acquisitions.
     The remaining $1,193,321 was attributable to increased
     property expenses of $484,758, increased management fees of
     $50,483, increased depreciation and amortization of $209,243,
     increased interest expense of $330,714, and
     increased general and administrative expenses of
     $118,123, primarily as a result of the 1998 Transactions.

     Depreciation and amortization increased from
     $148,283 for the three month period ended June 30,
     1998 to $357,526 for the comparable period in 1999,
     an increase of 141%, as a result of the Company's
     consummation of the 1998 Acquisition Properties.
     Interest expense increased from $319,511 for the
     three month period ended June 30, 1998 to $650,225
     for the comparable period in 1999, an increase of
     104%, primarily as a result of additional
     borrowings associated with the 1998 Acquisition
     Properties.

     General and administrative expenses increased from
     $74,598 for the three month period ended June 30,
     1998 to $192,721 for the comparable period in 1999,
     an increase of 158%.  In November 1998, the Company
<PAGE>

     converted from an externally advised REIT to a
     self-administered REIT and commenced administrative
     operations and, as a result incurred payroll
     expenses of $75,000 for the three month period
     ended June 30, 1999 not incurred in the previous
     comparable period.

     As a result of the above, net loss before
     minority interests increased from ($73,271) for the
     three month period ended June 30, 1998 to a loss of
     ($3,808,532) for the three month period ended June
     30, 1999.  Net loss increased from ($73,271) for
     the three month period ended June 30, 1998 to
     ($1,317,514) for the three month period ended June
     30, 1999 attributable primarily to the existence of
     minority interests resulting from the new structure
     of the Company following the 1998 Transactions, as
     well as the factors described above.

     Liquidity and Capital Resources

     Short Term and Long Term Liquidity

     Cash provided by operations and borrowings from
     affiliates and lending institutions have generally
     provided the primary sources of liquidity to the
     Company.  Historically, the Company has used these
     sources to fund operating expenses, satisfy its
     debt service obligations and fund distributions to
     shareholders.

     On March 16, 1999, the Board of Trustees declared a
     split of 4.75 Common Shares for each 3.00 Common
     Shares effective on March 24, 1999 to shareholders
     of record as of March 22, 1999 ("Stock Split").
     The Operating Partnership simultaneously declared a
     split of 4.75 Units for each 3.00 Units effective
     on March 24, 1999 to unitholders of record as of
     March 22, 1999.  All amounts herein have been
     adjusted to give effect to the Stock Split.

     On March 30, 1999, the Board of Trustees declared a
     cash distribution of $0.11 per share totaling
     approximately $148,679 to shareholders of record as
     of March 31, 1999.  The Operating Partnership
     simultaneously declared a $0.11 per unit cash
     distribution to holders of Units.  Such
     distributions total approximately $189,127.

     On July 15, 1999, the Board of trustees declared a
     cash distribution of $0.11 per share totaling
     approximately $148,679 to shareholders of record as
     of June 30, 1999.  The Operating Partnership
     simultaneously declared a $0.11 per unit cash
     distribution to holders of Units.  Such
     distributions total approximately $189,127.

<PAGE>
     The Board of Trustees further voted to defer
     payment of both 1999 cash distributions.

     In the second quarter of 1999, due principally to
     the fact that the Operating Partnership was able to
     acquire only three properties since November 1998, the
     Company entered into discussions with AREE and WMC.
     As a result of these discussions, effective
     as of June 30, 1999:

     AREE and WMC have returned  the warrants, each
     covering 791,667 shares, to the Company

     Recipients of 838,372 Units, received in the November
     1998 acquisitions as described in Note C,  have returned such
     Units to the Company for cancellation

     The Company has agreed to issue 254,800 Class B
     Junior Cumulative Convertible Preferred Shares
     ("Class B Preferred Shares") to AREE in the third
     quarter of 1999 as consideration for an aggregate
     of $2,548,000 representing advances to the Company
     for working capital purposes and costs incurred in
     connection with the 1998 Transactions.  The Class B
     Preferred Shares will bear the same rights, terms
     and preferences as the Class A Preferred Shares
     (defined below), but will rank junior as to payment
     of dividends and distributions upon liquidations.
     Of the total Class B Preferred Shares to be issued
     to AREE, 135,600 will be redeemable by the Company
     for $1 if certain conditions are not met prior to
     June 30, 2002.

     As consideration for the Termination of the
     Advisory Agreement between the Company and WMC, the
     Company has agreed to issue 95,000 Class B
     Preferred Shares to WMC in the third quarter of
     1999 and WMC will retain cash payments of $550,000
     received during 1998.

     The Company anticipates filing a Preliminary
     Registration Statement in August 1999 under the
     Securities Act of 1933 on Form SB-2 in order to
     commence the sale of 1,200,000 Class A Cumulative
     Convertible Preferred Shares ("Class A Preferred
     Shares") to the public ("Preferred Offering"). The
     Class A Preferred Shares will bear a liquidation
     value of $10.00 per share and will accrue a
     dividend equal to $0.475 per share, with such
     dividend payable every six months.  The Class A
     Preferred Shares will be convertible into the
     number of Common Shares equal to the quotient
     obtained by dividing (1) $10.00 plus any dividends
     then accrued but unpaid on the Class A Preferred
     Shares, by (2) a price equal to 110% of the average
     closing bid price of Common Shares over the 10
     trading days preceding the effective date of the
     registration statement covering the Class A
     Preferred Shares.  The Company will have the right
     to redeem the Class A Preferred Shares, under
     certain circumstances, after the two year
     anniversary date of the initial closing of the
     Preferred Offering.
<PAGE>
     The Company expects to use the net proceeds from
     the Preferred Offering to fund the continued growth
     of the Company.

     Maple Grove is presently under contract for sale to
     an independent third party.  The contract is
     subject to normal closing conditions and
     contingencies and provides for a purchase price of
     $16,700,000 to be paid by assuming the first
     mortgage of approximately $12,680,000 and paying
     the balance in cash at closing.  In connection
     with the pending contract for the sale of Maple
     Grove Apartments, WRI is expected to receive a fee
     totaling $501,000 upon consummation of the sale.

     No assurance can be given that the Preferred
     Offering or the sale of Maple Grove will be
     consummated and if consummated, would be on terms
     described above or otherwise.

     The Company has no other contractual obligations
     for property acquisition or material capital costs,
     other than tenant improvements in the ordinary
     course of business.  The Company expects to meet
     its long-term capital needs through a combination
     of cash from operations, net cash proceeds from
     sales, additional borrowings, additional equity
     issuances of Common or Preferred Shares, and/or
     partnership Units.

     Cash Flows

     During the six month period ended June 30, 1999,
     the Company generated $520,011 in cash flows from
     operating activities and $163,357 from decreased
     escrowed cash reserves.  These cash flows were used
     primarily for (I) repayments of debt obligations
     aggregating $465,668; (ii) payment of cash
     dividends, net of the Company's dividend
     reinvestment plan $89,824; (iii) investment in unconsolidated
     subsidiary aggregating $90,000; and (iv)
     additions to fixed assets $93,380.  As a result,
     the Company's cash balances decreased by $55,504 to
     $98,397 at June 30, 1999 from $153,901 at December
     31, 1998.

     Funds from Operations

     The Company considers FFO to be helpful to
     investors as a measure of the financial performance
     of an equity REIT.  In accordance with NAREIT's
     definition, FFO is defined as net income (loss)
     computed in accordance with GAAP excluding gains
     (or losses) from debt restructuring and sales of
     property, plus real estate-related depreciation and
     amortization and after adjustments for
     unconsolidated partnerships and joint ventures.
<PAGE>

     FFO does not represent cash generated from
     operating activities determined in accordance with
     GAAP and should not be considered as an alternative
     to net income (determined in accordance with GAAP)
     as an indication of the Company's financial
     performance or to cash flow from operating
     activities (determined in accordance with GAAP) as
     a measure of the Company's liquidity, nor is it
     indicative of funds available to fund the Company's
     cash needs, including its ability to make cash
     distributions.  Other REITs may not define FFO in
     accordance with the current NAREIT definition or
     may interpret the current NAREIT definition
     differently from the Company.

     Funds from operations for the six month periods
     ended June 30, 1999 and June 30, 1998 summarized in
     the following table.
<TABLE>
<CAPTION>
                                            Six Month      Six Month
                                           Period Ended  Period Ended
                                            June 30,        June 30,
                                             1999             1998
<S>                                         <C>               <C>
Loss before minority interests              (4,071,006)       (148,181)
Add:  real estate related
 depreciation and amortization                 589,326         270,236
Non recurring expenses:
 Termination of advisory agreement             950,000              --
 Nonrecurring expenses                       2,613,383              --

Funds from operations                           81,703         122,055

Weighted average number of shares:
Basic and diluted(1)                         3,908,437       1,144,793

</TABLE>

(1) Assumes exchange of all Units, calculated on a
    weighted average basis for Common Shares, adjusted
    to give effect to the Stock Split.

<PAGE>

     Year 2000 Compliance

     The Year 2000 issue is the result of computer
     programs being written using two digits rather than
     four to define the applicable year.  Any of the
     Company's computer programs that have time-sensitive
     software may recognize a date using "00"
     as the year 1900 rather than the year 2000.  This
     could result in a system failure or miscalculations
     causing disruptions of operations, including, among
     other things, a temporary inability to process
     transactions, send invoices or engage in similar
     normal business activities.

     The Company has upgraded its current information
     systems to be Year 2000 compliant.  The Company
     intends to review any and all purchases in this
     regard to ensure Year 2000 compliance.  The Company
     does not believe that the impact of the recognition
     of the Year 2000 by its information and operating
     technology systems will have a material adverse
     affect on the Company's systems.

     The Company is also requiring that all vendors and,
     in particular, third party property managers
     upgrade their systems to be Year 2000 compliant.
     Wellington Realty, Inc., which manages the
     apartment properties is fully Year 2000 compliant.
     Hoyt Properties, which manages the commercial
     properties is in the process of acquiring new
     systems to become Year 2000 compliant.

     Inflation

     Inflation has not generally had a significant
     impact on the Company during the periods presented
     because of the relatively low inflation rates in
     the markets in which the Company's properties
     operate.  Most of the Company's tenants in the
     residential properties represent short-term leases
     and most of the Company's tenants in the Commercial
     properties are contractually obligated to pay their
     share of operating expenses thereby reducing
     exposure to increases in such costs resulting from
     inflation.

<PAGE>

     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

          EXHIBIT INDEX

     Financial Data Schedule             EX-27

          REPORTS ON FORM 8-K

     None

     SIGNATURES

     In accordance with the requirements of the Exchange
     Act, the registrant caused this report to be signed
     on its behalf by the undersigned, thereunto duly
     authorized.

                    Wellington Properties Trust

                    By:  \S\ Robert F. Rice
                         Robert F. Rice
                         President

                    By:  \S\ Garret T. Nakama
                         Garret T. Nakama
                         Chief Financial Officer
                         Signing on behalf of the
                         registrant and as principal
                         financial and accounting
                         officer.

 Date:   August 10, 1999