UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                Form 10QSB/A
                                 AMENDMENT
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended June 30, 1997

                                    or

             TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  0-25074

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

Maryland                                       39-6594066
(State or other jurisdiction of incorporation) I.R.S. Employer Identification
                                               Number)

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

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.  YesX No    

As of June 30, 1997 696,339.000 shares of the issuer's common stock were 
outstanding.

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

This report contains 13 pages.  There is one exhibit.

<PAGE>

                        WELLINGTON PROPERTIES TRUST
                                FORM 10QSB
                 For the Quarter Ended June 30, 1997

                                   INDEX

PART I.   Financial Information:

Consolidated Balance Sheet - June 30, 1997     Page 3         

Consolidated Statement of Operations - 
six months ended June 30, 1997 (unaudited)     Page 4

Consolidated Statement of Cash Flows - 
six months ended June 30, 1997 (unaudited)     Page 5

Notes to Financial Statements                  Page 6

Management's Discussion and Analysis or 
Plan of Operations                             Page 11 

PART II.  Other Information                   

Other Information                              Page 12

Exhibits and Reports on Form 8-K               Page 12

Signatures                                     Page 13

<PAGE> 
<TABLE>
                                         WELLINGTON PROPERTIES TRUST
                                          CONSOLIDATED BALANCE SHEET
                                                 JUNE 30, 1997
                                                       ASSETS
<CAPTION>
                                              JUNE 30,       JUNE 30, 
                                                1997           1996
                                              (UNAUDITED)   (UNAUDITED)

<S>                                              <C>             <C>

RENTAL PROPERTY - AT COST
    LAND                                     $2,775,878         $3,033,557
    BUILDING                                 16,674,817         16,634,731
    APPLIANCES AND EQUIPMENT                    804,777            728,574
                                             20,255,472         20,396,862
    ACCUMULATED DEPRECIATION                   (844,163)          (483,558)
      NET PROPERTY AND EQUIPMENT             19,411,308         19,913,304

CASH                                             91,363            286,902
PREPAID EXPENSES                                161,103            286,092
LAND CONTRACT RECEIVABLE                      1,500,000                  0
OTHER                                            34,825             28,619
ORGANIZATION COSTS NET OF ACCUMULATED
    AMORTIZATION                                250,997             70,645
                                              2,038,288            672,258

TOTAL ASSETS                                $21,449,596        $20,585,562

                                LIABILITIES AND EQUITY

MORTGAGE NOTE PAYABLE                       $16,865,209         $15,275,878
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES        601,167             428,889
ACCOUNTS PAYABLE - RELATED PARTY                 17,955             131,513
TENANT SECURITY DEPOSITS                        123,546             124,102

TOTAL LIABILITIES                           $17,607,877         $15,960,381

EQUITY
    COMMON STOCK - 100,070,000 AUTHORIZED
      699,799 AND 696,339 SHARES ISSUED AND
      OUTSTANDING, RESPECTIVELY; PAR VALUE
      $0.01                                       6,991               6,700
    PREFERRED STOCK - 500,000 SHARES AUTHORIZED;
      NO SHARES ISSUED OR OUTSTANDING; PAR
      VALUE $0.01                                     0                  0
    ADDITIONAL PAID - IN CAPITAL              6,126,979          5,856,992
    EXCESS OF PURCHASE PRICE OVER
      AFFILIATES'S BASIS IN PROPERTY ACQUIRED         0          (152,615)
DIVIDENDS PAID                               (1,154,154)         (432,693)
ACCUMULATED DEFICIT                          (1,138,097)         (653,202)
                                              3,841,719         4,625,181

TOTAL LIABILITIES AND EQUITY                $21,449,596       $20,585,562

</TABLE>

(SEE ACCOMPANYING NOTES)

<PAGE>
<TABLE>

                                      WELLINGTON PROPERTIES TRUST
                                  CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>
                                             SIX                   SIX
                                          MONTHS ENDED          MONTHS ENDED
                                         JUNE 30, 1997         JUNE 30, 1996
                                           (UNAUDITED)            (UNAUDITED)  

<S>                                           <C>                     <C>
REVENUES
    RENTAL INCOME                           $1,560,380            $1,225,036   
    INTEREST INCOME AND OTHER                  192,908                 7,210
    TOTAL REVENUE                           $1,753,288            $1,232,247

EXPENSES 
    PROPERTY OPERATING AND
       MAINTENANCE                             359,531               332,263
     REAL ESTATE TAXES AND
       INSURANCE                               219,066               246,524
     DEPRECIATION AND AMORTIZATION             305,131               229,796 
     INTEREST EXPENSE                          760,782               535,828
     GENERAL AND ADMINISTRATIVE                138,032               145,134
     TOTAL EXPENSES                         $1,782,542            $1,489,545

     NET OPERATING INCOME/(LOSS)              ($29,254)            ($257,298)

LOSS PER COMMON SHARE:
    NET LOSS                                    ($0.04)               ($0.40)
    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING                694,236                645,986

</TABLE>

(SEE ACCOMPANYING NOTES)

<PAGE>
<TABLE>
                            WELLINGTON PROPERTIES TRUST
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (UNAUDITED)
              FOR THE PERIOD FROM JANUARY 1, 1997 THROUGH JUNE 30, 1997

<CAPTION>

                                               1997                1996

<S>                                            <C>                  <C> 

CASH FLOW FROM OPERATING ACTIVITIES
 
    NET LOSS                               ($29,254)          ($257,298)
    ADJUSTMENTS TO RECONCILE NET LOSS
      TO NET CASH PROVIDED BY OPERATING
      ACTIVITIES:
        GAIN ON SALE OF ASSET              (182,649)
        DEPRECIATION AND AMORTIZATION       305,131             229,796
        CHANGES IN ASSETS AND LIABILITIES
        NET OF EFFECT OF ASSETS AND
        LIABILITIES ASSUMED 
        PREPAID EXPENSES                    163,667             (49,360)
        ACCOUNTS PAYABLE AND ACCRUED
           LIABILITIES                     (194,093)              5,222
        ACCOUNTS PAYABLE - RELATED PARTY   (187,573)             29,808
        TENANT SECURITY DEPOSITS             (7,384)             38,097
      
                                             79,748             253,563
        NET CASH PROVIDED BY OPERATING
          ACTIVITIES                       (132,155)             (3,735)

CASH FLOWS USED BY INVESTING ACTIVITIES:
  PROCEEDS ON SALE OF ASSETS              1,917,227                   0
  LAND CONTRACT RECEIVABLE               (1,500,000)                  0
  APPLIANCE AND EQUIPMENT ACQUISITION       (35,665)         (6,418,785)
                                            381,562          (6,418,785)

CASH FLOWS FROM FINANCING ACTIVITIES:
    REPAYMENTS ON MORTGAGE NOTE PAYABLE (13,544,545)            (14,713)  
    ISSUANCE OF COMMON STOCK                115,870           1,851,101
    DIVIDENDS PAID                         (292,543)           (246,288)
    PROCEEDS FROM MORTGAGE NOTE PAYABLE  13,364,469           4,550,678
         NET CASH PROVIDED BY FINANCING
         ACTIVITIES                        (356,750)          6,140,778

         NET INCREASE IN CASH              (107,343)           (281,742)

CASH AT BEGINNING OF PERIOD                 198,706             568,644

CASH AT END OF PERIOD                       $91,363            $286,902

</TABLE>
<PAGE>

                        WELLINGTON PROPERTIES TRUST
                       NOTES TO FINANCIAL STATEMENTS
         For the period January 1, 1997 through June 30, 1997
                              (Unaudited)

NOTE A - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Wellington Properties Trust (Trust) 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")
(collectively the "Properties").  It is the intention of the Trust to continue
to seek well located properties for future acquisitions.

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows:

1.   Rental Property

Rental 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 ten-year estimated life for appliances and equipment.  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.

2.   Organization Costs

The costs incurred in connection with the formation of the Trust are being
amortized on a straight-line basis over a period of five years.

3.   Financial Investments

Financial investments consisting of cash and mortgage notes payable are
recorded at cost, which approximates fair market value.

4.   Revenue Recognition

Rental income attributable to leases is recorded when due from tenants and
interest income is recorded on an accrual basis.

<PAGE>


                        WELLINGTON PROPERTIES TRUST
                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
               For the period January 1, 1997 through June 30, 1997

NOTE A - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

5.   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, 1995.  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.

6.   Loss Per Share

Net loss per share is computed based on the weighted average number of shares 
of common stock outstanding for the period.

Acquisition of Forest Downs

Forest Downs was acquired by Wellington Management Corporation on May 19, 1993,
as an operating property.  On March 31, 1994, Wellington Management Corporation
sold Forest Downs to the Trust at a cost of $1,890,000.

Arnold K. Leas, who was the sole stockholder of the Trust prior to the stock
offering discussed in Note E and is President and Chairman of the Board of
Trustees of the Trust and is the President/CEO and a Director of Wellington
Management Corporation (WMC).  WMC Realty Inc. (Realty) and Wellington
Investment Services Corp. (WISC) are wholly-owned subsidiaries of Wellington
Management Corporation.

Due to the common control, the Trust's basis in Forest Downs is the same as
WMC's basis.  The historical cost basis of the assets purchased from WMC,
including accumulated depreciation of $40,055, are reflected on the balance
sheet of the Trust.  The $152,615 excess of the purchase price over WMC's basis
has been recorded as a reduction of stockholders' equity.

Acquisition of Lake Pointe

On January 5, 1996, Wellington Properties Trust purchased the apartment
complex from a related party, Wellington Realty Income Limited Partnership
90-1, for $3,600,000.

<PAGE>

                      WELLINGTON PROPERTIES TRUST 
                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                 For the period January 1, 1997 through June 30, 1997

NOTE B - RELATED PARTY TRASACTIONS - Continued

The Trust assumed the mortgage note payable on the property of $1,856,760
(note C), and issued 167,166 shares of common stock of the Trust to
Wellington Realty Income Limited Partnership 90-1 for a $1,671,660 reduction
in the cash amount due.

Issuance of Stock

WMC was issued 70,000 shares of common stock of the Trust.  In consideration
thereof, WMC has: 1) assigned, to the Trust, its rights in a certain
Acquisition Property Contract related to the purchase of a 292 unit apartment
complex, known as Maple Grove, located in Madison, Wisconsin; 2) assigned, to
the Trust, its rights in a certain Option Agreement; and 3) agreed to reduce
its note receivable from the Trust, by $300,000.

Management Fees

The Trust has entered into a Property Management Agreement with Realty to serve
as the Property Manager of properties owned by the Trust.  The Property Manager
will manage the day to day operations of properties owned by the Trust, and
will receive a management fee equal to 5% of the gross rental receipts
collected in connection with the operation of each property.  Management fees
for the period January 1, 1997 through June 30, 1997 were $76,383.62.

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 stock offering.  Advisor fees for the
period March 15, 1995 through December 31, 1995 were $206,555.82.  Fees for
the period January 1, 1996 through December 31, 1996 were $3,316.00.  No
Advisor fees have been paid during 1997.

In addition, the Advisor is entitled to receive an Incentive Advisory Fee equal
to 10% of the 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.  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 was renewed automatically each year.  The agreement may
be terminated without cause, by either party, on 60 days written notice and by
the Trust for cause immediately upon written notice.

<PAGE>

                     WELLINGTON PROPERTIES TRUST
                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  For period January 1, 1997 through June 30, 1997

NOTE B - RELATED PARTY TRANSACTIONS - Continued

Commission

WISC is entitled to receive a commission of 5% of the proceeds of the common
stock of the Trust that it sells.  Commissions paid to WISC for the year ended
December 31, 1995 were $179,720.25 and for the period January 1, 1996 through
December 31, 1996 were $8,224.96.  No Commissions have been paid in 1997.

NOTE C - MORTGAGE NOTES PAYABLE AND OTHER FINANCING

Forest Downs

The mortgage note payable at December 31, 1994 is collateralized by Forest
Downs and an assignment of rents agreement.  The interest rate is fixed at 8%
until June 1, 1998, at which time it may be adjusted semi-annually to 3% over
the monthly average cost of funds for SAIF insurance institutions from the
Federal Home Loan Bank of Chicago 7th District, but never more than 12% nor
less than 6%.  The weighted average interest rate for the period from March 15,
1994 through December 31, 1994 and the effective rate at December 31, 1994 is
8%.  The rate at June 30, 1997 was 8%.  The mortgage note payable
contains a provision which required that on the date the property was
transferred to the real estate investment trust, the note be paid down to a
balance of $887,500.  The Trust obtained a waiver from the bank allowing them
to delay the paydown of the note until December 31, 1997.  In addition, WMC
must continue as primary mortgagor until the loan paydown occurs.  All other
terms and conditions of the note remain unchanged.  Payments are due in monthly
installments of $9,759 including interest, with a final balloon payment due
June 1, 2003.

Maple Grove

The mortgage payable with respect to Maple Grove is collateralized by Maple 
Grove and an assignment of rents.  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.

<PAGE>
                      
                         WELLINGTON PROPERTIES TRUST
                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                 For the period January 1, 1997 through June 30, 1997

Lake Pointe

As of January 5, 1996, Wellington Properties Trust was liable on a mortgage
note payable of $1,856,760.  The note requres monthly payments of $13,770
including interest at 7.87%. Beginning July 1998, the monthly payment amount
and interest rate will be adjusted semi-annually to a rate of 3% over prime
with a maximum interest rate of 12% and a minimum interest rate of 6%.  The
mortgage is due July 2003 and is secured by the rental property and an
assignment of rents.

The aggregate maturities on the mortgage note payable for the five years and
thereafter following December 31, 1996 are as follows:

<TABLE>
<CAPTION>
                  Forest        Lake       Maple       Total
                  Downs        Pointe      Grove     
<S>                             <C>         <C>         <C>    
1997            399,410        21,292      51,810     472,512 
1998             47,838        23,029     110,106     180,973 
1999             51,808        24,908     119,358     196,074                                     
2000             56,108        26,941     129,386     212,436                                     
2001             60,765        29,139     140,258     230,162                                     
thereafter      670,980     1,713,348   12,349,781 14,734,110

              1,286,910     1,838,657   12,900,700 16,026,267    

</TABLE>

Line of Credit

During 1996, the Trust obtained a line of credit for $1,000,000 with Milwaukee
Western Bank.  Interest-only payments are due monthly with the principal due on
December 31, 1997.  The interest rate is at .5% above the bank's reference rate
(effective rate at June 30, 1997 of 9%).  At June 30, 1997, the outstanding
balance was $856,577.  The line of credit is collateralized by a second
mortgage on the Lake Pointe Apartment Complex and the guarantee of WMC.

NOTE D - COMMITMENTS

None

<PAGE>

                        WELLINGTON PROPERTIES TRUST
                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
            For the period January 1, 1997 through June 30, 1997

NOTE E - COMMON STOCK

On August 2, 1994, the Board of Trustees approved an increase in the number of
shares of authorized common stock of the Trust to 100,070,000 shares.  As of
March 31, 1997 there were 691,235.000 Common Shares outstanding.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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).  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 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 Apartments in January 1996 by an assumption of
debt and issuance of its stock to the owners.  Lake Pointe consists of 72 units.

Due to the Company's rapid expansion a comparison with comparable prior
periods is not meaningful.  Occupancy at the properties has remained consistant
with respect to the six months ended June 30, 1997.  Occupancy at Maple Grove
was 90.8% and Lake Pointe was 95.1%.

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 additional properties; and (iii) to establish reserves as deemed
appropriate.

With Maple Grove nearing stabalized occupancy, Management is aggressively
pursuing additional acquisition opportunities.  There are ongoing negotiations
with respect to several properties.

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.

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.

<PAGE>

                          WELLINGTON PROPERTIES TRUST
                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                   For the period January 1, 1997 through June 30, 1997

PART II.  OTHER INFORMATION

ITEM 5.   OTHER INFORMATION

At its regular meeting on March 18, 1997, the Board of Trustees voted to pay
a dividend to Common Shareholders with respect to the quarter ended March
31, 1997 of $.2125 per share.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

There were no Reports filed on Form 8-K during the quarter.

                              EXHIBIT INDEX

FINANCIAL DATA SCHEDULE       EX-27


<PAGE>
                                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\Arnold K. Leas
                                          Arnold K. Leas, President

Date:     September 2, 1997          By:  \S\Garret Nakama                  
                                          Garret Nakama
                                          Chief Financial Officer

Signing on behalf of the registrant and as principal financial and accounting
officer.