STATES SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549
                     Form 10QSB
                         
          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934
                           
           For the quarterly period ended March 31, 1999
                                                              
                         or
                          
           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
                          
           Commission File Number: 33-82888C
                          
             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 March 31, 1999 1,351,625.27 shares of the
           issuer's common stock 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 17 pages.  There is one
           exhibit.
       
<PAGE>    
           
             WELLINGTON PROPERTIES TRUST
                       FORM 10QSB
           For the Quarter Ended March 31, 1999
                          
                                                           
                        INDEX
                           
           PART I.   Financial Information
           
           Consolidated Balance Sheet - 
           March 31, 1999 and  
           March 31, 1998 (unaudited)             Page 3
           
           Consolidated Statement of Operations - 
           three months ended March 31, 1999 
           and March 31, 1998 (unaudited)         Page 4
           
           Consolidated Statement of Cash Flows - 
           three months ended March 31, 1999
           and March 31, 1998 (unaudited)         Page 5
           
           Notes to Consolidated Financial 
           Statements                             Page 6
           
           Management's Discussion and Analysis 
           or Plan of Operations                  Page 14
           
           PART II.  Other Information                   
           
           Other Information                      Page 16
           
           Exhibits and Reports on Form 8-K       Page 17
           
           Signatures                             Page 17
           
       
<PAGE>
<TABLE>
                    WELLINGTON PROPERTIES TRUST       
                     CONSOLIDATED BALANCE SHEET
<CAPTION>
                                       MARCH 31,    
                                          1999      
                                     (Unaudited)    
          <S>                          <C>          
          ASSETS
           REAL ESTATE PROPERTY-AT COST
           LAND                        $ 9,009,936    
           BUILDING                     41,540,143    
           TENANT IMPROVMNTS                28,809        
           APPLIANCES AND EQUIP            950,459        
                                        51,529,347     
           ACCUMULATED 
             DEPRECIATION               (2,025,219)    
                                         49,504,128    

           CASH                             136,447        
           ACCOUNTS RECEIVABLE               14,429        
           I/C TRANSACTIONS WLPT                --               
           PREPAID EXPENSES                 128,771       
           PROPERTY TAX & OTHER             905,908       
           DEFERRED COST                  1,748,255       
           ORG COSTS AND LOAN FEES
             NET OF ACCUM AMORT             877,325     
           TOTAL ASSETS                 $53,315,263  
                                 
          LIABILITIES AND EQUITY
           MORTGAGE LOANS PAYABLE       $32,430,915   
           LINE OF CREDIT                   200,000   
           RELATED PARTY PAYABLE          1,820,617   
           ACCRUED LIABILITIES            1,527,972   
           DEFERRED RENTAL REVENUE           79,300   
           DIVIDENDS/DISTRIB PAYABLE        727,286   
           TENANT SECURITY DEPOSITS         155,970   
           TOTAL LIABILITIES            $36,942,061   
           MINORITY INTEREST IN
            CONSOLIDATED SUBSIDIARY      12,074,499         
           
          EQUITY
           COMMON SHARES -100,000,000 
             AUTHORIZED 1,351,625
             SHARES ISSUED AND 
             OUTSTANDING RESPECTIVELY;
             PAR VALUE $0.01                 13,516         
           COMMON SHARE WARRANTS          1,510,000           
           PREF STOCK - 10,000,000 
             SHARES AUTHORIZED; NO
             SHARES ISSUED OR OUTSTANDING;
             PAR VALUE $0.01                    --            
           WELLINGTON EQUITY                    --            
           ADDITIONAL PAID - 
             IN CAPITAL                   7,558,074      
           DIVIDENDS PAID                       --     
           ACCUMULATED DEFICIT           (4,782,887)    
                                          4,298,704    
           TOTAL LIABILITIES 
             AND EQUITY                 $53,315,263  
</TABLE>
           (SEE ACCOMPANYING NOTES)
<PAGE>          
<TABLE>
             WELLINGTON PROPERTIES TRUST
           CONSOLIDATED STATEMENT OF OPERATIONS
                     (UNAUDITED)
                FOR THE QUARTER ENDED
<CAPTION>
                              March 31,            March 31,
                                1999                1998  
           <S>                   <C>                <C>           
           REVENUES        
            RENTAL INCOME        $1,658,218         $765,930
            GAIN ON SALE OF ASSETS       --               --
            INTEREST AND OTHER       14,437               63
                TOTAL REVENUE     1,672,655          765,993
           
           EXPENSES
            PROPERTY OPERATING 
              AND MAINTENANCE      355,859           198,098 
            ADVERTISING/PROMOTION   16,456                --
            PROPERTY TAXES 
              AND INSURANCE        316,865           109,645  
            DEPRECIATION AND 
              AMORTIZATION         323,577           145,596
           INTEREST EXPENSE        644,988           314,417  
           GENERAL AND 
              ADMINISTRATIVE       194,759            73,147
            MANAGEMENT FEES         82,625                --
            OTHER NONRECURRING         --                 --
                TOTAL EXPENSES    1,935,129          840,904 
           
           NET INCOME(LOSS)                          
            BEFORE MINORITY 
            INTEREST              (262,474)          (74,911)
           LESS: MINORITY 
            INTEREST               173,075                --
           NET INCOME (LOSS) 
            ALLOCATED TO COMMON
            SHARES                $(89,399)         $(74,911)
           
           LOSS PER COMMON SHARE-   ($0.07)           ($0.07)
            BASIC AND DILUTED
           WEIGHTED AVERAGE NUMBER 
            OF COMMON SHARES
            OUTSTANDING            1,349,552        1,138,919 
           
</TABLE>
           (SEE ACCOMPANYING NOTES)
<PAGE>
<TABLE>
             WELLINGTON PROPERTIES TRUST
           CONSOLIDATED STATEMENT OF CASH FLOWS
                     (UNAUDITED)
                FOR THE QUARTER ENDED
<CAPTION>
                                         March 31,   March 31, 
                                           1999        1998  
           <S>                            <C>         <C>   
         CASH FLOW FOR OPERATING 
         ACTIVITIES:
            NET INCOME (LOSS)            ($ 89,399)   (74,911)
              ADJUSTMENTS TO RECONCILE 
              NET INCOME (LOSS)
              TO NET CASH FLOW FROM
              OPERATING ACTIVITIES:
                 GAIN ON SALE OF ASSETS       --          --
                 DEPREC & AMORT            323,577    145,596
                 MINORITY INTEREST        (173,075)       -- 
            CHANGES IN ASSETS AND LIAB:
              DECREASE (INCREASE) IN A/R
               & PREPAID ASSETS            (77,628)    35,763
              INCREASE (DECREASE) IN A/P 
               & ACCRUED LIABILITIES       151,602    (66,658)
              INCREASE (DECREASE) IN A/P-
               RELATED PARTY                65,228      3,732
              INCREASE (DECREASE) IN
               TENANT SECURITY DEPOSITS       (402)       770
           NET CASH FLOW FROM
            OPERATING ACTIVITIES           199,903     44,293
           
           CASH FLOWS FROM INVESTING 
           ACTIVITIES:
              PROCEEDS ON SALE OF ASSETS       --          --
              PROPERTY & EQUIP ACQUISITION (51,645)    (2,638)
              DECREASE(INCREASE) IN DEFERRED
                ACQUISITION COSTS              --          --
              OTHER                            --          --
           NET CASH FLOW FROM 
            INVESTING ACTIVITIES           (51,645)    (2,638)
           
           CASH FLOW FROM FINANCING 
           ACTIVITIES:
              PROCEEDS FROM MORTGAGE 
               NOTE PAYABLE                    --   2,313,715
              PROCEEDS FROM RELATED 
               PARTY PAYABLE                   --        --  
              LOAN FEES                        --        --
              PAYMENTS ON MTG NOTE         (74,237)(2,344,065)
              PAYMENTS ON LOC                  --        --
              DIVIDENDS                   (152,247)  (124,046)
              DIVIDEND REIVESTMENT          51,251       --
              REPURCHASE OF COMMON STOCK       --        --
              SALE OF COMMON STOCK           9,521     59,529
            NET CASH FLOW FROM 
             FINANCING ACTIVITIES         (165,712)   (94,867)
           
               NET INCREASE(DECREASE) 
               IN CASH                     (17,454)   (53,211)
               AT BEGINNING OF PERIOD      153,901    113,945
               CASH AT END OF PERIOD      $136,447   $ 60,734
</TABLE>
<PAGE>
             WELLINGTON PROPERTIES TRUST
            NOTES TO FINANCIAL STATEMENTS
           For the period January 1, 1999 through 
                   March 31, 1999
                      (Unaudited)
                           
           NOTE A - GENERAL AND SUMMARY OF SIGNIFICANT
           ACCOUNTING POLICIES
           
           General
           
           Wellington Properties Trust ("Trust" or "Company")
           is a real estate investment trust organized in the
           state of Maryland.  It was formed on March 15, 1994
           to acquire, develop, own and operate investment
           real estate.  The Trust's year end is December 31.
           During the quarter covered by this report, the
           Trust owned a 72 unit apartment complex in
           Schofield, Wisconsin acquired on January 5, 1996
           ("Lake Pointe") and a property in Madison,
           Wisconsin with 304 apartments ("Maple Grove").  The
           Company, through its operating partnership,
           Wellington Properties Investments LP ("WPI") a
           Delaware limited partnership, owns three commercial
           properties (collectively the "Properties").  It is
           the intention of the Trust to continue to seek well
           located properties for future acquisitions.
           
           Additionally the Company, through its operating
           partnership, has entered into contribution
           agreements with respect to 31 properties with a
           purchase price of approximately $190 million. To
           date three of the properties have been acquired and
           it is likely that a majority of the remaining
           properties will not be acquired.
           
           On March 4, 1999 the Company exchanged its interest
           in a Real Estate sale contract to purchase the
           Highlander Apartments for an 8% interest in the
           Highlander Acquisition Company, LLC.  The
           Highlander is a 154 unit apartment community in Des
           Moines, Iowa.
           
           A summary of the significant accounting policies
           applied in the preparation of the accompanying
           financial statements follows:
           
           1.  Principles of Consolidation-
           The consolidated financial statements include
           all the accounts of Wellington Properties Trust,
           its wholly-owned subsidiaries, Maple Grove
           Apartment Homes, Inc. and Lake Pointe Apartment
           Homes, Inc. and WPI.  Because the Trust controls
           WPI, the Trust has consolidated the accounts of WPI
           with the Trust.  Minority interest consists of
           limited partnership interests in WPI.  All intercompany 
           accounts and transactions have been eliminated in the
           preparation of the consolidated financial statements.
           
           2.  Real Estate Property-
           Real Estate property is recorded at cost, less
           accumulated depreciation. Depreciation is computed
           on a straight-line basis over the estimated useful
           lives of the assets.  The Properties use a 40-year
           estimated life for buildings and a seven-year
           estimated life for appliances and equipment.  
<PAGE>     
             WELLINGTON PROPERTIES TRUST
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through 
                   March 31, 1999
                           
           Expenditures for ordinary maintenance and repairs
           are expensed to operations as incurred and
           significant renovations and improvements that
           improve and/or extend the useful life of the asset
           are capitalized and depreciated over their
           estimated useful life.  Initial direct leasing
           costs are expensed as incurred and such expense
           approximates the deferral and amortization of
           initial direct leasing costs over the lease terms.
           
           3.  Financial Instruments-
           The carrying amount of financial instruments at
           March 31, 1999 approximates fair value.
           
           4.  Deferred Costs-
           The Trust has incurred costs in connection with the
           potential purchase of properties by WPI.  These
           costs, which total approximately $1,748,000 as of
           March 31, 1999 consist primarily of legal and
           accounting fees and warrant costs and are expected
           to be allocated among the properties purchased and
           capitalized as part of the cost of the property.
           
           5.   Revenue Recognition-
           Rental income attributable to leases is recorded
           when due from tenants and interest income is
           recorded on an accrual basis.
           
           6.   Income Taxes-
           The Trust made an election to be taxed as a REIT
           under Sections 856 through 860 of the Internal
           Revenue Code of 1986, as amended, commencing with
           its taxable year ending December 31, 1996.  The
           Trust qualifies for taxation as a REIT, and as such
           generally will not be subject to Federal income tax
           if it distributes at least 95% of its REIT taxable
           income (excluding capital gains) to its
           shareholders.
           
           7.   Loss Per Share-
           Net loss per share is computed based on the
           weighted average number of shares of common shares
           outstanding for the period.  Common share
           equivalents to include outstanding warrants and
           stock options, are not included in diluted earnings
           per share as they would be anti-dilutive.
<PAGE>
             WELLINGTON PROPERTIES TRUST
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through 
                   March 31, 1999

           NOTE B - ACQUISITION OF PROPERTIES
           
           On November 20, 1998, the Trust through WPI,
           acquired two office properties and one light
           industrial property in the Minneapolis, Minnesota
           metropolitan area.  The combined purchase price of
           such properties totaled approximately $30.8
           million, excluding closing costs.  Such purchase
           price was funded through the issuance of an
           aggregate of 2,557,707 limited partnership units
           ("Units") in WPI (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.
           
           The following represents certain pro forma
           information for the quarter ended March 31, 
           1998 as if these properties were
           acquired effective January 1, 1998.
           
                Total revenue                  $1,750,000
                Net loss before minority 
                 interest in net loss of 
                 consolidated subsidiary        $(108,000)      
                Net loss allocated to 
                 common shares                  $ (37,000)
                Net loss per common 
                 share-basic and diluted        $   (0.03)      

<PAGE>           
             WELLINGTON PROPERTIES TRUST
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through 
                   March 31, 1999
                           
           NOTE C - 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 March 31,
           1999 of $12,709,840.72.  The interest rate is fixed
           at 8.095%. Payments are due in monthly installments
           of principal and interest of $95,516.53 with a
           final balloon payment due June 1, 2004.
           
           Lake Pointe-
           As of March 31, 1999, Wellington Properties Trust
           was liable on a mortgage note payable of
           $2,728,188.42.  The note requires monthly payments
           of $19,417.06 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 FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through 
                   March 31, 1999
                           
           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 March 31, 1999 the
           principal balance was $4,095,000.00.
           
           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
           March 31, 1999 the principal balance was
           $3,135,000.
           
           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 8.75% at March 31, 1999) with a final
           balloon payment due on October 1, 2000;
           collateralized by the Cold Springs Office Complex
           and fixtures.  As of March 31, 1999 the principal
           balance was $5,563,823.22.
           
           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 March 31, 1999) with principal balance
           due on September 30, 2000; collateralized by the
           Cold Springs Office Complex and fixtures.  As of
           March 31, 1999 the principal balance was
           $1,875,000.00.
           
           Nicollet VI-
           The financing consists of a 7.000% mortgage note
           payable to GMAC Commercial Mortgage Corporation in
           monthly installments of $15,635 including interest;
           final balloon payment due February 1, 2008;
           collateralized by the Nicollet Business Campus VI
           Complex and an assignment of rents and security
           agreement.  As of March 31, 1999 the principal
           balance was $2,324,062.91.
<PAGE>           
             WELLINGTON PROPERTIES TRUST
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through
                   March 31, 1999
                          
           The aggregate maturities on the mortgage notes payable at 
           March 31, 1999 and for the five years thereafter are as follows:
<TABLE>
<CAPTION>
                        Lake       Maple     Thresher
                       Pointe      Grove      East
           <S>         <C>        <C>        <C>                    
           1999        16,788     90,415     140,000  
           2000        24,350    129,386     145,000
           2001        26,900    140,258     155,000
           2002        29,048    152,042     165,000 
           2003        31,367    164,817     175,000
           there- 
           after    2,599,736  12,032,922   3,315,000
           TOTAL    2,728,188  12,709,841   4,095,000 
</TABLE>
<TABLE>
<CAPTION>
                      Thresher     Cold      Nicollet    
                       West       Springs      VI        Total
           <S>        <C>         <C>        <C>        <C>
           1999       170,000     65,276     19,140     501,619  
           2000       185,000  7,373,547     27,130   7,884,414  
           2001       200,000                29,091     551,249
           2002       215,000                31,194     592,185 
           2003       230,000                33,450     634,634
           there- 
           after    2,135,000             2,184,057  22,266,714
           TOTAL    3,135,000  7,438,823  2,324,063  32,430,915
</TABLE>
           Line of Credit-
           During 1998, the Trust obtained a line of credit
           for $300,000 with  Milwaukee Western Bank.  Interest-only 
           payments are due monthly with the principal due on June 30,
           1999.  The interest rate is at .5% above the bank's
           reference rate (effective rate at March 31, 1999 of 8.75%).
           At March 31, 1999, the outstanding balance was $200,000. 
           The line of credit is collateralized by the guarantee of WMC.
           
           NOTE D - EQUITY
           
           During 1998, the Trust entered into agreements with
           American Real Estate Equities, LLC (AREE) and Wellington 
           Management Corporation (WMC).  Pursuant to the agreements
           the Trust entered into transactions with AREE and WMC  
           related to issuance of warrants, issuance of Common shares
           and contribution agreements for various properties (note B).
           
           The Trust issued warrants to acquire up to 791,667
           Common Shares to each of AREE and WMC.  The Warrants will
           become exercisable one year after the date of issuance
           (November 16, 1999) and will 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
<PAGE>           
             WELLINGTON PROPERTIES TRUST
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through
                   March 31, 1999
                           
           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.  A value of $0.954 
           per warrant (based on a modified Black Scholes calculation)
           for a total of $1,510,000 has been recognized at March 31, 1999.
           
           In March 1998, in connection with the refinancing
           of debt, the Trust entered into an agreement with
           Credit Suisse First Boston Mortgage Capital LLC
           which provides for the granting of warrants to
           purchase 47,500 Common Share on any date through
           March 5, 2008 at a price of $3.949 per share.  The
           warrants were not exercised during the period ended
           March 31, 1999. 
           
           The Trust has a stock option plan (the "Old Plan")
           which provides for the granting of share options to
           officers, trustees and employees at a price
           determined by a formula in the Plan agreement. 
           There are 54,387 options outstanding as of March
           31, 1999.  There were no options exercised under
           the plan during the period ending March 31, 1999.
           
           In November 1998, the Trust's shareholders approved
           a Share Option Plan (the "New Plan")which provides
           for the granting of share options to officers,
           trustees and employees at a price determined by a
           formula in the Plan agreement.  The options are
           exercisable over a period of time determined by the
           Plan Committee, but no longer than ten years after
           the date they are granted.  Compensation  resulting
           from the share options is initially measured at the
           grant date based on fair market value of the
           shares.  The Plan was adopted as of November 16, 
           1998, and there are no options outstanding as of
           March 31, 1999.  
           
           NOTE E - COMMON SHARES
           
           On March 24, 1999 the Company split its outstanding
           Common Shares on a 4.75 for 3 basis.  As of March
           31, 1999 there were 1,351,625.27 Common Shares
           outstanding.
<PAGE>           
             WELLINGTON PROPERTIES TRUST
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through
                   March 31, 1999
                           
           NOTE F - RELATED PARTY TRANSACTIONS-
           Reimbursement of Certain Expenses by Related
           Parties-
           WPI is in negotiations with AREE regarding
           the reimbursement by WPI to AREE of certain
           expenses incurred by AREE in the potential
           acquisition of properties and certain
           administrative expenses.  The accompanying
           consolidated financial statements reflect all
           expenses incurred by AREE on behalf of WPI in 
           connection with the acquisitions, with a
           corresponding liability to AREE totaling
           $1,504,423.  In the event that the negotiations
           result in reimbursement of certain expenses at a
           later date, that recovery will then be reflected in
           the financial statements.
           
           In connection with the negotiation by the Trust of
           the contribution agreement between AREE and WPI, a
           $240,000 advance was paid to WMC by AREE for the
           benefit of WPI. 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.
           
           In connection with the negotiations discussed
           above, WMC management has stated that the advance
           from WPI represents reimbursement from WPI for
           services rendered by WMC in the organization of WPI
           and the acquisition of properties.   WMC management
           has stated that it does not intend to reimburse WPI
           for the $240,000 advance.  Due to the uncertainty
           of the collectibility of this advance, the entire
           amount has been reserved as uncollectible.

           Management Fees-
           The Trust has entered into Property Management Agreements
           with WMC Realty, Inc. (WRI), a wholly-owned subsidiary
           of Wellington Management Corporation (WMC), an 
           affiliate of the Trust 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 Trust)
           to serve as Property Managers of properties owned
           by the Trust.  The Property Managers will manage
           the day to day operations of properties owned by 
           the Trust and will receive a management fee for
           this service.  Management fees for the period
           January 1, 1999 through March 31, 1999 were
           $82,625.

           Advisor Fees-
           On August 2, 1994, the Trust contracted to retain
           WMC to serve as Advisor to the Trust.  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.

           In addition, the Advisor is entitled to receive an
           Incentive Advisory Fee equal to 10% of teh realized
           gain with respect to each sale or refinancing of
           property owned by the Trust.  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 has been renewed
           automatically each year.  The agreement may be
           terminated without casue, by either party, on 60
           days written notice and by the Trust for cause
           immediately upon written notice.

           Termination Fees-
           In connection with the purchase of properties by
           WPI, the Trust terminated the advisory agreement
           with WMC on November 20, 1998.  The termination
           fee, payable to WMC, is determined by taking 1% of
           the first $150,000,000 of the aggregate gross
           purchase price for properties acquired by WPI plus
           .25% of the aggregate gross purchase price for
           properties acquired in excess of $150,000,000.
           Termination fees paid to WMC, which are expensed
           as incurred, amounted to $0 for the period ended
           March 31, 1999.

           NOTE G - OPERATING LEASES
           The Trust and its subsidiaries lease residential and
           commercial space to individual and corporate tenants.  
           These leases expire at various times through 2005.
           The following is a schedule by year of minimum operating
           lease receipts under such operating leases.
<TABLE>
                       <S>                       <C>
                       Year
                       1999                      $3,733,271
                       2000                       2,197,655
                       2001                       1,923,698
                       2002                         995,421
                       2003                         426,689
                       Thereafter                   358,477
                                                 $9,635,211
</TABLE>
           One of the commercial properties has one primary tenant who
           leases 55% of the property's rentable square footage.  The 
           future minimum operating lease receipts from this tenant 
           represent approximately 19% of the above total. 
<PAGE>                          
             WELLINGTON PROPERTIES TRUST
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
           For the period January 1, 1999 through
                   March 31, 1999
                           
           NOTE H - SUBSEQUENT EVENTS
           None.
           
           ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
           PLAN OF OPERATIONS
           
           This report may contain certain forward-looking
           statements within the meaning of Section 27A of the
           Securities Act of 1933, as amended, and Section 21E
           of the Securities Exchange Act of 1934, as amended. 
           The Company intends such forward-looking statements
           to be covered by the safe harbor provisions for
           forward-looking statements contained in the Private
           Securities Reform Act of 1995, and is including
           this statement for purposes of indicated such
           intent.  Forward-looking statements that are based
           on certain assumptions, and describe future plans,
           strategies and expectations of the Company, are
           generally identifiable by use of the words
           "believe", "expect", "intend", "anticipate",
           "estimate", "project", or similar expressions.  The
           Company's ability to predict results or the actual
           effect of future prospects of the Company include,
           but are not limited to, changes in interest rates,
           general economic conditions, legislative/regulatory
           changes, monetary and fiscal policies of the U.S.
           Government, including policies of the U.S. Treasury 
           and the Federal Reserve Board, the ability of the
           Company to obtain debt or other financing,
           competition, demand for rental property in the
           Company's markets and accounting principles,
           policies and guidelines.  These risks and
           uncertainties should be considered in evaluating
           forward-looking statements and undue reliance
           should not be placed on such statements.  Further
           information concerning the Company and its
           business, including additional factors that could
           materially affect the Company's financial results,
           is included in other Company filings with the
           Securities and Exchange Commission.
           
           Background-
           The Company marketed the Common Shares until
           October 25, 1995 and as offering proceeds were
           available it acquired investment real estate.  To
           date the Company has acquired 410 apartment units
           located in three properties (Forest Downs, Lake
           Pointe and Maple Grove), three commercial
           properties (Thresher Square, Cold Springs and
           Nicollet VI) and an 8% interest in the Highlander
           Acquisition Company, LLC.  On April 10, 1997, the
           Trust sold Forest Downs for $2,000,000.
           
           On May 1, 1995 the Company acquired 172 apartment
           units at Maple Grove.  The property was 96.5%
           occupied on that date.  On June 30, 1995 the
           Company acquired an additional 36 units at Maple
<PAGE>
           Grove.  On October 2, 1995 it acquired an
           additional 24 units at Maple Grove, plus land and
           plans for an additional 60 units.  Construction of
           the final 60 units at Maple Grove was completed on
           approximately August 31, 1996.  On December 30,
           1996 the Company acquired the final 12 units at
           Maple Grove for $792,000.  The Company used
           available cash and the proceeds of a line of credit
           from Milwaukee Western Bank to purchase the property.
           
           The Company acquired Lake Pointe in January 1996 by
           an assumption of debt and issuance of its stock to
           the owners.  Lake Pointe consists of 72 units.
           
           Until October 25, 1995, the Company offered its
           Common Shares to the public. The proceeds of the
           offering were used: (i) to reduce existing debt;
           (ii) to acquire properties; and (iii) to establish
           reserves as deemed appropriate.
           
           On May 6, 1997 the Company obtained permanent financing
           with respect to Maple Grove in the amount of $12,900,700.
           The loan provides for monthly payments of principal and 
           interest based on a 30 year amortization schedule with a
           Balloon at the end of the seventh year.  Interest is fixed at
           8.095% per annum for the term of the loan.
                          
           On March 5, 1998 the Trust completed the refinancing of
           Lake Pointe for $2,750,000 with interest fixed at 7.6% per
           annum for 10 years.  A balloon payment will be due on 
           March 11, 2008.  Monthly payments of principal and interest of
           $19,417.06 are based on a 30 year amortization schedule.
           
           The proceeds from the sale of Forest Downs were used to retire
           the first mortgage with respect to Forest Downs and to reduce 
           the line of credit with Milwaukee Western Bank and various  
           accrued payables.
           
           During 1998 the Company entered into agreements
           with AREE under which AREE was to contribute 31
           properties to the operating partnership.  To date
           four properties have been contributed.  It is
           unlikely that all 27 of the remaining properties
           will be contributed.
           
           Current Operations-
           Rental revenues for the quarter period ended March
           31, 1999 are substantially greater than 1998 due to
           the acquisition of the Commercial Properties.
           Adjusting for the Commercial Properties, revenues
           at Lake Pointe and Maple Grove decreased
           approximately 1% in 1999 over the first three
           months of 1998.  The Madison, Wisconsin rental
           market was somewhat soft during the quarter causing
           the decrease.  Occupancy for the period at Maple
           Grove was 91.7% and Lake Pointe was 98.5%.
           
           Similarly property expenses increased for the
           quarter over 1998 due to the acquisition of the
           Commercial Properties.  Adjusting for the
           Commercial Properties, operating expenses increased
<PAGE>
           approximately 8% over the first 3 months of 1998. 
           General and administrative expense increased
           approximately 166% over the first quarter of 1998
           because the Company hired 3 full time employees and
           opened a Minneapolis office.
           
           Liquidity-
           The Company has met its operating obligations during the period.
           
           In 1998 the Company incurred extraordinary expense with 
           respect to the AREE acquisition and anticipates that 
           additional borrowing or equity funding may be necessary
           to meet such obligations. Additional borrowing should not be
           necessary to meet operating requirements.
           
           Due to the extraordinary expenses associated with the AREE
           transaction the Company has deferred payment of the first
           quarter dividend until implementation of its business plan.
           
           Year 2000-
           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.
           
           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
           
           The Company did not submit any matters to
           Shareholders during the quarter ended March 31,
           1999.
<PAGE>           
           ITEM 5.     OTHER INFORMATION
           
           At its meeting on March 30, 1999, the Board of
           Trustees voted to pay a dividend to Common
           Shareholders with respect to the quarter ended
           March 31, 1999 of $.11 per share.  The Board also
           voted to defer payment until implementation of its
           business plan.
           
           ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
           
           None
           
           
           
           EXHIBIT INDEX
           
           FINANCIAL DATA SCHEDULE            EX-27
           
           
           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
           
           Date:   May 14, 1999               
           
           
           
                         By:  \S\Garret T. Nakama
                              Garret T. Nakama
                              Chief Financial Officer
           
           Signing on behalf of the registrant and as
           principal financial and accounting officer.