United States
Securities and Exchange Commission
Washington, D.C.  20549

FORM 10 - Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Quarter Ended March 31, 1999

Commission File Number 0-15256

Gran-Mark Income Properties Limited Partnership
(Exact Name of Registrant)

A Maryland Limited Partnership            52-1425166
(State of Organization)                   I.R.S. Employer ID

c/o Amherst Properties, Inc.; 7900 Sudley Road, Suite 900,
                              Manassas, Virginia 22110

Registrant's Telephone Number, including Area Code (703) 368-2415

Securities Registered Pursuant to Section 12(b) of the Act;

      None

Securities Registered Pursuant to Section 12(g) of the Act;

      Limited Partnership Interest (Filed on December 17, 1986)
      (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to files such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                                         X  Yes        No




PART I - FINANCIAL INFORMATION


Item 1  Financial Statements:                      Page

Balance Sheets                                      4-5

Statements of Income                                6-7

Statements of Change in Partner's Equity              8

Statements of Cash Flow                            9-10

Notes to Financial Statements                     11-19


Item 2		Management's Discussion and Analysis of 

Financial Condition and Results of Operations        20



PART II - OTHER INFORMATION

Other Information                                    22

<TABLE>
Gran-Mark Income Properties Limited Partnership
Balance Sheets
March 31, 1999 (Unaudited)
September 30, 1998 (Audited)

ASSETS

                                                       03/31/99       09/30/98
<S>                                              <C>               <C>
CURRENT ASSETS

Cash                                              $     522,237     $  576,670
Tenant Rents Receivable                                 182,899         87,067
Prepaid Expenses and Other                                5,852          1,398
Mortgage Escrow Accounts                                 36,619         41,189

Total Current Assets                                    747,607        706,324

FIXED ASSETS

Land                                                    418,598        418,598
Buildings                                             6,594,998      6,594,998
Building Improvements                                   923,253        817,882
Office Equipment                                         59,342         59,342

Total                                                 7,996,191      7,890,820
Less Accumulated Depreciation                         3,126,429      2,985,865

Total Book Value of Fixed Assets                      4,869,762      4,904,955

OTHER ASSETS

Deferred Costs net of accumulated
amortization of $172,065 and
$149,371 as of March 31, 1999
and September 30, 1998, respectively                    171,937        174,799

Total Other Assets                                      171,937        174,799

Total Assets                                      $   5,789,306     $5,786,078
<F/N>
See Notes to the Financial Statements
</TABLE>

<TABLE>
Gran-Mark Income Properties Limited Partnership
Balance Sheets
March 31, 1999 (Unaudited)
September 30, 1998 (Audited)

LIABILITIES AND PARTNERS' EQUITY

                                                       03/31/99       09/30/98
<S>                                               <C>               <C>
CURRENT LIABILITIES

Accounts Payable                                  $      58,404     $   61,855
Accrued Interest                                              0            123
Accrued Expenses                                         49,190         79,865
Unearned Rental Income                                   47,511         16,961
Current Portion of Mortgage Payable                      46,827         46,827

Total Current Liabilities                               201,932        205,631

LONG-TERM LIABILITIES

Tenant Security Deposits Payable                         54,244         48,549
Management Fees Payable to Amherst
Properties, Inc.                                         67,353         72,342
Mortgage Payable - Office Building                    4,052,288      4,074,425

Total Long-Term Liabilities                           4,173,885      4,195,316

Total Liabilities                                 $   4,375,817     $4,400,947

CONTINGENCIES AND COMMITMENTS (Notes 3 through 10)

PARTNERS' EQUITY

General Partner                                   $     (21,172)    $  (21,456)
Limited Partners (12,000 Units authorized;
6,505 issued and outstanding)                         1,434,661      1,406,587

Total Partners' Equity                                1,413,489      1,385,131

Total Liabilities and Partners' Equity            $   5,789,306     $5,786,078
<F/N>
See Notes to the Financial Statements
</TABLE>

<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Income
(Unaudited)
For the Three Month Periods Ending
March 31, 1999 and March 31, 1998


                                                         3/31/99       3/31/98
<S>                                                 <C>           <C>
REVENUE:

Rental                                               $   358,313   $   360,549
Tenant Reimbursements                                      9,810         9,810
Interest                                                   4,140         4,521
Other                                                         75           509

Total Revenue                                            372,338       375,389

EXPENSES:

Interest                                                  98,565        99,979
Depreciation & Amortization                               85,124        82,352
Utilities                                                 42,338        41,324
Real Estate Taxes & Licenses                              13,488        12,273
Property Maintenance & Repairs                            45,736        39,136
Management Fees                                           19,201        20,259
General & Administration Expenses                         53,811        58,887

Total Expenses                                           358,263       354,210

Net Income or (Loss)                                 $    14,075   $    21,179

Allocation of Net Income or (Loss):
  General Partner                                    $       141   $       212
  Limited Partners                                        13,934        20,967

Net Income or (Loss) per weighted
  average Limited Partnership
  unit (6,505 units)                                 $      2.16   $      3.23
<F/N>
See Notes to the Financial Statements
</TABLE>

<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Income
(Unaudited)
For the Six Month Periods Ending
March 31, 1999 and March 31, 1998


                                                         3/31/99       3/31/98
<S>                                                 <C>           <C>
REVENUE:

Rental                                               $   703,914   $   693,847
Tenant Reimbursements                                     19,619        19,684
Interest                                                   8,595         7,836
Other                                                        111           765

Total Revenue                                            732,239       722,132

EXPENSES:

Interest                                                 199,896       202,295
Depreciation & Amortization                              169,329       164,342
Utilities                                                 76,840        82,549
Real Estate Taxes & Licenses                              28,229        24,546
Property Maintenance & Repairs                            86,080        84,561
Management Fees                                           39,771        42,832
General & Administration Expenses                        103,735       115,632

Total Expenses                                           703,880       716,757

Net Income or (Loss)                                 $    28,359   $     5,375

Allocation of Net Income or (Loss):
General Partner                                      $       284   $        54
Limited Partners                                          28,075         5,321

Net Income or (Loss) per weighted
average Limited Partnership
unit (6,505 units)                                   $      4.32   $      0.82
<F/N>
See Notes to the Financial Statements
</TABLE>

<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Changes in Partners' Equity
For the Six Month Period Ending March 31, 1999 (Unaudited)
and For the Years Ending September 30, 1998, 1997 and 1996 (Audited)



                                       General        Limited
                                       Partner        Partners        Total
<S>                                 <C>            <C>            <C>
Balance, September 30, 1995         $    (19,847)  $  1,565,798 # $  1,545,951

Net Loss Fiscal Year Ending 1996            (468)       (46,365)#      (46,833)
Balance, September 30, 1996         $    (20,315)  $  1,519,433   $  1,499,118

Net Loss Fiscal Year Ending 1997            (288)       (28,417)       (28,705)
Balance, September 30, 1997         $    (20,603)  $  1,491,016   $  1,470,413

Net Loss Fiscal Year Ending 1998            (853)       (84,430)       (85,283)
Balance, September 30, 1998         $    (21,456)  $  1,406,586   $  1,385,130

Net Income Period Ending 3/31/99             284         28,075         28,359
Balance, March 31, 1999             $    (21,172)  $  1,434,661   $  1,413,489
<F/N>
See Notes to the Financial Statements
</TABLE>

<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Cash Flows
(Unaudited)
For the Six Month Periods Ending March 31, 1999, and 1998

                                                         3/31/99       3/31/98
<S>                                                  <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES:

Net Income or (Loss) from Statements of Income       $    28,359   $     5,375

Adjustments to reconcile net loss
to cash provided by (used in)
operating activities:
Depreciation & Amortization                              169,329       164,342
(Increase)  Decrease in:
Tenant Tents Receivable                                  (95,832)       (5,493)
Prepaid Expenses and Other                                (4,454)          763
Mortgage Escrow Acounts                                    4,570         1,454
Increase (Decrease) in:
Accounts Payable                                          (3,451)      (17,007)
Accrued Interest                                            (123)      (16,322)
Accrued Expenses                                         (30,675)      (36,485)
Unearned Rental Income                                    30,550         7,685
Tenant Security Deposits Payable                           5,695        (8,037)
Management Fees payable to
Amherst Properties, Inc.                                  (4,989)          144

Total Adjustments                                         70,620        91,044

Net Cash Provided by Operating Activities                 98,979        96,419

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to Office Equipment                                  0       (10,075)
Additions to Building Improvements                      (105,371)      (19,849)
Additions to Deferred Costs                              (25,904)       (5,731)

Net Cash Provided by (Used in) Investing Activities     (131,275)      (35,655)
<F/N>
See Notes to the Financial Statements
</TABLE>

<TABLE>
Gran-Mark Income Properties Limited Partnership
Statements of Cash Flows
(Unaudited)
For the Six Month Periods Ending March 31, 1999, and 1998

                                                         3/31/99       3/31/98
<S>                                                 <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of Mortgage Payable                        $   (22,137)  $   (20,165)

Net Cash Used in Financing Activities                    (22,137)      (20,165)

Net Change in Cash                                   $   (54,433)  $    40,599

CASH AT BEGINNING OF PERIOD                              576,670       485,768

CASH AT END OF PERIOD                                $   522,237   $   526,367

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for Interest             $   200,019   $   218,617


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Fully amortized leasing costs totaling $13,225 were disposed of during the 
period ending March 31, 1998.

Fully amortized leasing costs totaling $6,070 and $13,225 were disposed of 
during the periods ending March 31, 1999 and 1998, respectively.
<F/N>
See Notes to the Financial Statements
</TABLE>

GRAN-MARK INCOME PROPERTIES LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

March 31, 1999

Note 1:     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business
The Partnership owns and operates an office building in Manassas, 
Virginia, and until September 12, 1996, owned and operated a shopping 
center in Amherst, NY, which contains approximately 95,000 and 117,000 
square feet, respectively.

Significant Accounting Policies
The following accounting policies conform to generally accepted accounting 
principles and have been consistently applied in the preparation of the 
financial statements. Certain prior year amounts and disclosures have been 
reclassified to conform with the current year's presentation.  These 
reclassifications have no effect on the net losses as previously reported.

Revenue Recognition
Rental income is reported as earned over the lives of the related leases.  
Tenant reimbursements are accrued based on annual or quarterly expenses 
and included pro-rata payments under certain leases for increases in 
property taxes, insurance, depreciation and direct operating expenses.  
Such amounts are calculated annually on a calendar year basis or quarterly 
with pro-rata portions based upon square footage leased during the year.

Rental Property and Depreciation
Buildings are stated at cost and depreciated over their estimated thirty-
year useful lives.  Leasehold improvements, also stated at cost, are 
depreciated over the lesser of the length of the related leases or the 
estimated useful lives.  The improvements generally have a useful life 
from one to fifteen years.  Depreciation is computed on the straight-line 
method for financial reporting purposes and for income tax purposes 
depreciation is computed on both accelerated and straight-line methods.  
Improvements and major renovations are capitalized, while expenditures for 
maintenance, repairs and minor renovations are expensed when the cost in 
incurred.
	
Deferred costs and amortization
Financing costs are amortized over the terms of the related loans using 
the straight-line method.
	
Leasing costs are amortized over the terms of the lease using the 
straight-line method.
	
Cash and Cash Equivalents
For balance sheet and cash flow purposes, the Partnership considers all 
cash accounts, which are not subject to withdrawal restrictions or 
penalties, and all highly liquid financial instruments purchased with a 
maturity of three months or less to be cash and cash equivalents.
	
Net Loss Per Weighted Average Limited Partnership Unit	
The computation of net income (loss) per weighted average limited 
partnership units is based on the weighted average number of units 
outstanding during the year.  The weighted average number of units for 
each period is 6,505.
	
Income Taxes
Partnerships are not subject to income taxes.  The partners are required 
to report their respective shares of partnership income or loss on their 
individual income tax returns.
	
Concentration of Credit Risk
Financial instruments that potentially subject the Partnership to credit 
risk include cash on deposit with financial institutions amounting to 
$576,670 and $485,768 at September 30, 1998 and 1997, respectively, which 
was insured up to $300,000 and $200,000, respectively, by the Federal 
Deposit Insurance Corporation.
	
Allowance for Doubtful Accounts
The Partnership considers accounts receivable to be fully collectible; 
accordingly, no allowance for doubtful accounts is required.

Financial Instruments
The Partnership used the following methods and assumptions to estimate the 
fair values of financial instruments:

Cash and Cash Equivalents - the carrying amount approximates fair value 
because of the short period to maturity of the instruments.

Receivables and Payables - the carrying amount approximates fair value 
because of the short period to maturity of the instruments.

Short and Long-Term Debt - the carrying amount approximates fair value 
based on discounting the projected cash flows using market rates available 
for similar maturities.

None of the financial instruments are held for trading purposes.

Use of Estimates

The preparation of financial statements in conformity with generally 
accepted accounting principles requires the use of estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosures of contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenue and expenses 
during the reporting period.  Actual results could differ from those 
estimates.

NOTE 2:	RENTAL PROPERTY:

Land, buildings, improvements, and other capital expenditures, and their 
related accumulated depreciation accounts are summarized as follows:

                                    Office Bldg       Office
                                    Manassas, VA    Equipment        Total

Date of Construction                       1,974

Date Acquired                        August 1986      Various

Land                                $    418,598   $          0   $    418,598
Buildings                              6,594,998              0      6,594,998
Other                                          0         59,342         59,342

Total Initial cost to partnership      7,013,596         59,342      7,072,938

Improvements capitalized
subsequent to acquistion                 923,253              0        923,253

Total accumulated cost                 7,936,849         59,342      7,996,191

Accumulated depreciation               3,095,334         31,095      3,126,429

Net Book Value, March 31, 1999      $  4,841,515   $     28,247   $  4,869,762


The following is a summary of activity for the land, buildings and improvements,
for the years ended September 30, 1996, 1997 and 1998:

                                                   Rental         Accumulated
                                                   Property       Depreciation

Balance September 30, 1995                         $ 12,273,217   $ (3,343,332)

Oct 1, 1995 through Sep 30, 1996
Additions during the period:
  Improvements capitalized                              158,014
  Depreciation expense                                                (405,850)
  Deletions during the period                        (4,762,777)     1,302,389

Balance September 30, 1996                            7,668,454     (2,446,793)

Oct 1, 1996 through Sep 30, 1997
Additions during the period:
  Improvements capitalized                              121,988
  Depreciation expense                                                (273,041)
  Deletions during the period                                 0              0

Balance September 30, 1997                            7,790,442     (2,719,834)

Oct 1, 1997 through Sep 30, 1998
Additions during the period:
  Improvements capitalized                               71,154
  Depreciation expense                                                (269,960)
  Deletions during the period                           (30,118)        30,118

Balance September 30, 1998                         $  7,831,478   $ (2,959,676)


NOTE 3:     PLAN OF REORGANIZATION UNDER CHAPTER 11:

By August 24, 1990, limited partners owning more than 60% of the 
Partnership's units voted to remove Gran-Mark Properties, Inc. and Fourth 
Coast Properties Ltd. as the general partners and replace the former 
general partners with Amherst Properties, Inc., the current general 
partner.  The effective date of removal in accordance with the Partnership 
Agreement was September 30, 1990. On September 28, 1990, two days prior to 
the effective date of removal, the former managing general partner filed a 
petition for relief under Chapter 11 of the federal bankruptcy laws on 
behalf of Gran-Mark Income Properties Limited Partnership (the "Debtor") 
in the United States Bankruptcy Court for Eastern District of Virginia - 
Alexandria Division.

A Plan of Reorganization dated March 27, 1992, a First Amended Plan of 
Reorganization dated April 13, 1992, and a Second Amended Plan of 
Reorganization dated June 2, 1992 were filed with the Court for approval.
		
On June 24, 1992, the U.S. Bankruptcy Court for the Eastern District of 
Virginia, Alexandria Division, approved a Disclosure Statement in 
connection with the Plan of Reorganization and the Plan was confirmed.  
The Effective Date of the Plan was August 28, 1992.
		
When an entity emerges from a Chapter 11 reorganization, it must determine 
if the reorganization value of its assets before the date of confirmation 
is less than the total of all post-petition liabilities and allowed 
claims, and if the holders of existing voting shares immediately before 
confirmation receive less than fifty percent (50%) of the voting shares of 
the emerging entity.  If these conditions exist, then the entity adopts 
fresh-start reporting which adjusts the historical amounts of individual 
assets and liabilities, reports forgiveness of debt, and creates a new 
reporting entity.
		
These conditions did not exist and the partnership did not adopt fresh-
start reporting.

NOTE 4:     CAPITAL CONTRIBUTIONS
		
Under the provisions of the Plan of Reorganization, the general partner 
notified all limited partners of their right to make a capital 
contribution and the consequences of any failure to make the required 
capital contribution.  The new capital raised under the Plan was $480,400: 
$300,250 from the 5% contribution due July 19, 1992, (25 days after the 
date of approval of the Disclosure Statement by the Bankruptcy Court) and 
$180,150 from the 3% contribution due July 28, 1993 (the first anniversary 
of the date of confirmation of the Plan of Reorganization).
		
The partnership received $480,400 related to the cash call and the 
partnership issued 6,005 units.

Under the Plan, the Amended Partnership Agreement was further modified to 
provide for future cash calls as deemed appropriate by the General 
Partner.  Such cash calls shall not cause a forfeiture of Partnership 
interest for any Equity Security Holder who has made the subscriptions 
required by the Plan, however, any future cash call may result in a 
dilution in Partnership Interest.

Under the Plan of Reorganization, the general partner, Amherst Properties, 
Inc. had the right to convert its approved claim of $50,000 represented by 
a Note dated August 28, 1992, into a partnership interest in the 
reorganized partnership at the conversion price of $100.00 per partnership 
unit.  On August 1, 1993, Amherst Properties, Inc. exercised that right 
and 500 units were issued. 
		
As of September 30, 1998, a total of 6,505 units had been issued.
		
NOTE 5:     SECURED CLAIMS:
		
Secured claims as of September 30, 1998 and 1997, which are collateralized 
by liens on the Partnership's rental property, including their related 
leases and accounts receivable are summarized below:
			
		                                 
Lender            Property           Sept 30, 1998        Sept 30, 1997   
Regency Savings   Sudley Tower
Bank              Manassas, VA         $ 4,121,251          $ 4,161,492
                    
Scheduled maturities of secured claims at September 30, 1998, are as 
follows:
		
FYE 1999             $   45,595
FYE 2000                 54,465
FYE 2001                 59,871
FYE 2002              3,961,321
		
Total                $4,121,252

Regency Savings Bank:

On February 18, 1997, Gran-Mark Income Properties Limited Partnership and 
Regency Savings Bank entered into a Loan Extension and Modification 
Agreement to extend the maturity date and to modify the promissory note 
dated May 29, 1987.  The maturity date of the note was extended to 
February 18, 2002, at which time a balloon payment of approximately 
$3,926,800 is due.  As of February 18, 1997, the outstanding principal 
balance was $4,190,256.  The mortgage bears interest at the rate of 9.5%.  
Fixed monthly payments of principal and interest of $36,610 are due 
through February 2002.  In addition to monthly payments of principal and 
interest, a monthly escrow deposit for the real estate taxes is required.  
Pursuant to the terms of the Modification Agreement and Allonge Promissory 
Note dated June 30, 1992, the sum of $421,184 was required as payment of 
deferred interest and unpaid fees. In addition, an extension fee of 
$41,903 was payable by February 18, 1998.  Interest charged to operations 
during the years ending September 30, 1998, 1997 and 1996 was $399,082, 
$247,851, and $0, respectively.

Old Stone Bank, FSB/Regency Savings Bank:
		
On June 30, 1992, Gran-Mark Income Properties Limited Partnership and Old 
Stone Bank entered into a Modification Agreement and Allonge Promissory 
Note to modify the promissory note dated May 29, 1987.  The modification 
extended the maturity date to April 30, 1997.  For the period from July 1, 
1992 through April 30, 1994, monthly payments of interest only at the rate 
of 7.53% (2,25% added to the average two year U.S. Treasury Bill Rate for 
the last five business days of May, 1992, and calculated upon the 
principal outstanding), in the amount of $26,930.53 were due.  For the 
period from May 1, 1994 through April 30, 1996, monthly payments of 
principal and interest are calculated based on an interest rate calculated 
by adding 2.75% to the average two year U.S. Treasury Bill Rate for the 
last five business days of April, 1994, and calculated upon the principal 
outstanding, plus a thirty year amortization of the principal balance of 
$4,291,717.51.  For the period from May 1, 1996 through April 30, 1997, 
monthly payments of principal and interest were calculated based on an 
interest rate calculated by adding 3.0% to the average two year U.S. 
Treasury Bill Rate for the last five business days of April, 1996, and 
calculated upon the principal outstanding, plus a twenty eight year 
amortization of the principal balance.  On April 30, 1997, all principal 
and accrued, unpaid interest was due plus a Deferred Balance of interest 
(totaling $374,761.19) and unpaid fees in the amount not to exceed 
$55,000.  The principal balance was refinanced and the Deferred Balance 
and unpaid fees were paid, as discussed above.  Interest charged to 
operations during the years ending September 30, 1998, 1997, and 1996, was 
$0, $131,311, and 352,456, respectively; and during the period ending 
March 31, 1999, $197,523.
		
Seamen's Bank for Savings/Regency Savings Bank:
		
The mortgage bore interest at the rate of 10.31%; 2.5% over the Federal 
Home Loan Bank Board Five Year Advance Rate.  The loan was to mature in 
January 1997, at which time a balloon payment of approximately $2,944,200 
was due.  Fixed monthly payments of $27,708 through January 1992 were 
based upon a thirty year amortization period.  Commencing in February 
1992, constant monthly payments in the amount of $28,936 are based on a 
twenty-five year amortization period.
		
The mortgage was only to be prepaid in the fifth, ninth or tenth years 
subject to a penalty of 1% in years five and ten and 2% in year nine, or 
if greater (in years nine and ten, only) 1% plus the prepayment fee then 
charged by the Federal Home Loan Bank Board.  Interest Charged to 
operations during the years ending September 30, 1998, 1997, and 1996, was 
$0, $0, and $289,619, respectively.

This mortgage was paid in full September 1996 upon the sale of the New 
York shopping center.  Payment was made from the gross proceeds.
		
First Virginia Bank
		
On November 21, 1991, the Partnership acquired a 1991 Chevrolet truck.  
The acquisition was financed solely with a loan in the amount of $15,665, 
for which the vehicle is collateral.  The loan required forty eight (48) 
constant monthly payments of $398.95, which commenced on January 5, 1992.  
The interest charged to operations ending September 30, 1998, 1997, and 
1996, was $0, $0, and $23, respectively.  Both the truck and the loan were 
in Amherst Properties, Inc's name, but the truck was paid for solely by 
the Partnership.
				
UNSECURED CLAIMS:
		
Unsecured claims (accounts payable) as of September 30, 1998 and 1997, are 
summarized below:

                                                     1998       1997
General and Administrative                        $ 1,490    $ 1,650
Commissions                                           867          0
Utilities                                               0     15,274
Repairs & Maintenance                               1,615      6,685
Rent Overpayment                                      325        325
Legal Fees to a Related Party                      35,145     41,238
Construction Management Fee to a Related Party     22,413     22,413

Total                                             $61,855    $87,585

NOTE 6:     RELATED PARTY TRANSACTIONS:

Management Agreements
		
The Partnership maintains a management agreement with Amherst Properties, 
Inc. (the current general partner) which provides for a monthly payment of 
management fees in the amount of six percent (6%) of gross rents collected 
and reimbursement of out-of-pocket expenses incurred in connection with 
the property.
		
On September 30, 1996, the partnership executed an Amendment to Management 
Agreement with Amherst Properties, Inc. extending the expiration date to 
September 30, 2000.  All other terms and conditions remain the same.

Accordingly, aggregate management fees charged to operations for the years 
ended September 30, 1998, 1997, and 1996, were $85,247, $84,754, and 
$115,089, respectively; and during the period ending March 31, 1999, 
$39,771.
				
As of March 31, 1999, $22,532 of these fees remain payable to Amherst 
Properties, Inc.
				
Reimbursement of Partnership Operating Expenses
		
The Partnership agreement provides for reimbursing the general partner and 
its affiliates for costs of providing administrative services to the 
partnership.  Reimbursements charged to operations or capitalized for the 
years ended September 30, 1998, 1997, and 1996, were $23,871, $21,557, and 
$58,958, respectively; and during the period ending March 31, 1999, 
$26,083.

During the period of October 1990 through December 1990, the general 
partner paid $79,994 in various costs for the Partnership. During prior 
periods, $35,174 of these costs have been reimbursed to the general 
partner, leaving a balance of unreimbursed costs of $44,820 as of 
September 30, 1998.  These unreimbursed costs are included in Management 
Fees Payable to Amherst Properties, Inc.  In December 1995, the 
Partnership agreed to pay interest at the rate of 12% on these 
unreimbursed costs from December 31, 1990, until paid. Interest charged to 
operations for the years ended September 30, 1998, 1997 and 1996, were 
$5,496, $5,378, and $5,556, respectively; and during the period ending 
March 31, 1999, $2,372.

Certain administrative expenses, such as telephone charges, and operating 
expenses incurred on the Partnership's behalf by Amherst Properties, Inc. 
are billed to Amherst Properties, Inc. but are paid directly by the 
Partnership.
		
During the fiscal year ending September 30, 1998, the Partnership paid 
$21,990 for the monthly loan payment, down payment, and other expenses 
related to a vehicle owned by Amherst Properties, Inc.  Both the vehicle 
and loan are in Amherst Properties, Inc.'s name.  These payments are 
included in the interest paid to Amherst Properties, Inc.
		
NOTE 7:     OPERATING LEASES
		
Minimum future rentals to be received under noncancellable operating 
leases from tenants of both properties in effect at September 30, 1998, 
are as follows:

Year ending September 30,             Amount
1999                             $ 1,201,148
2000                                 843,509
2001                                 563,595
2002                                 104,942
Subsequent to 2002                    55,034

Total minimum future rentals     $ 2,768,228
									

General leasing arrangements include a remaining fixed rental term with 
annual increases, pro rata share of increases in property expenses, and 
various renewal options.
		
NOTE 8:     INCOME TAXES
		
A basic requirement of federal tax law requires that a partnership's 
general partners assume unlimited liability.  Requirements, among others, 
in determining whether a limited partnership will be recognized as a 
partnership or if it will be recognized as a corporation are as follows:
		
A.	Limited partners may not own directly or indirectly more than 20 
percent of the corporation or its affiliates.
		
B.	The net worth of the corporation must at all times be a minimum of 
10 percent of total partnership contribution.
		
Affiliates of one of the Partnership's limited partners own a two-thirds 
interest in Amherst Properties, Inc. and Amherst Properties' net worth is 
less than the guidelines suggest.  Accordingly, the possibility exists 
that the Partnership could be classified as an association and be subject 
to corporate tax laws, which could result in the disallowance of previous 
deductions taken by limited partners on their individual returns.
		
As previously noted in Securities and Exchange Commission filings, the 
previous managing general partner has not met the net worth requirements 
since 1987.
		
The Tax Reform Act of 1986 required the Partnership to change its 
reporting period for income tax purposes to a calendar year.  The change 
became effective for the three month period ending December 31, 1988.
		
NOTE 9:     PARTNERSHIP ALLOCATIONS:
		
Partnership income and net cash from operations are allocated 99% to the 
limited partners and 1% to the general partner until the limited partners 
have received their cumulative 7% priority return. After this return has 
been achieved, the general partner will then be allocated its annual 
incentive management fee so that total distribution will aggregate 10% to 
the general partner and 90% to the limited partners in accordance with the 
Partnership Agreement. The general partner will then receive its deferred 
incentive management fee, if any, and any remaining income.  Net cash from 
operations in allocated 90% to the limited partners and 10% to the general 
partner.  Losses are allocated 99% to the limited partners and 1% to the 
general partner.
		
NOTE 10:    MANAGEMENT PLANS:
		
During the past year Prince William County experienced business growth and 
real estate development which impacted favorably on the Sudley Tower.  Our 
occupancy continues to remain high with increasing base rental rates.  We 
are also attracting larger companies with more diversity such as 
insurance, temporary personnel staffing, and service organizations.  With 
high tech more in demand, we are offering a high transmission data line for
lease to existing and new tenants.
	
Although the real estate market slowed some during the third quarter of 
1998 we are continuing to upgrade the building to position ourselves in 
the real estate market and to become more attractive for new tenants.
	
Our capital improvement program continues to be implemented, as funds 
become available.  The scheduled improvements include the following: 1) 
installation of a T-1 data transmission line; 2) renovation of bathrooms on 
floors 2, 3, 4, 6, 7, 8 and 9; 3) modernization of the elevators; 4) 
installation of energy efficient motors, which power the heating and hot 
water systems; and 5) replacement of ceiling tiles throughout the building.

Our efforts to sell the Sudley Tower during the early part of 1998 
were not successful in bringing any favorable results due to the 
conditions caused by the uncertainty in the stock market and the money 
market changes in Europe and Asia.  These events dulled the enthusiasm of 
the real estate investment trusts and other institutional investors to 
acquire real estate.  In addition, the Sudley Tower itself has little 
appeal to institutions as a stand-alone property.

In view of this experience and the volatile market conditions we are now 
seeking ways to enhance the value of the property.  Methods under 
consideration are development of a rooftop management program with 
aggressive marketing on a web site as well as E-mail advertising and 
distribution.  In this regard we have engaged a technical analyst to 
prepare a report and design for rooftop antenna.

Also under consideration is the installation of a T-1 line in the 
conference room, Jackson Hall, for transient visitors and temporary 
offices for people moving into the area or people doing business in the 
area for several days.  Additional avenues of property value enhancement 
are also under consideration.

Item 2 - Management's discussion and analysis of financial condition and
results of operations

General 

During the six month period ending March 31, 1999, the Partnership's cash 
position changed from $576,670 to $522,237.

The occupancy of the Manassas office building was approximately 98% on
March 31, 1999, as compared to 90% on March 31, 1998.

Partners' equity totaled $1,413,489 as of March 31, 1999, an increase of 
$28,359 from September 30, 1998.

The Partnership's net income for the quarter ending March 31, 1999, was 
$14,075, as compared $21,179 for the quarter ending March 31, 1998.

Results of Operations

The office building was approximately 98% leased on March 31, 1999, an 
increase from 90% for the quarter ending March 31, 1998.  The office building
continues to generate a positive cash flow.

During the three months ending March 31, 1999, Total Revenue has decreased 
by $3,051 or .8%; Total Expenses have increased by $4,053 or 1.1%, and the 
Net Income has decreased by $7,104 as compared to the same period last 
fiscal year.

During the six months ending March 31, 1999, Total Revenue has increased 
$10,107 or 1.4%; Total Expenses have decreased $12,877 or 1.8%; and the 
Net Income has increase by $22,984 as compared to the same period last fiscal
year.

The increase in Total Revenue is due primarily to increase rental rates in 
new leases and built-in increases in existing leases.  The decrease on Total
Expenses is due primarily to the reduction in interest paid on the mortgage; 
the reduction in utility costs due to the mild winter; the reduction in 
general and administrative costs; and the reduction in management fees due 
to delays in receiving antenna rents. These savings were offset by the 
increase in depreciation and amortization of capitalized improvements and 
leasing costs; and an increase in real estate taxes and property maintenance
and repair costs.

Current management expects that planned capital improvements will continue to
improve the appearance of the property, thus successfully competing with 
existing office buildings and maintaining a high rate of occupancy.

For further information see Notes to Financial Statement - Note 10: 
Management Plans.

Liquidity

At the present time current rental income covers the expenditures for the 
property.

During the six month period ending March 31, 1999, $98,979 of cash was 
provided by operations.  This reflects an increase in cash flow from 
operations of $2,560 over the previous six month period ending March 31, 
1998, due primarily to the increase in Unearned Rental Income.

Payments of $73,340 were made to the general partner during the six month 
period ending March 31, 1999, for current and past management fees of 
$44,761, $26,083 in reimbursements and accounts payable, and $2,496 in 
interest.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Chapter 11 filing - See Note 3 to Financial Statements at Part I - 		
                    Item 1

Item 2 - Changes in Securities
         None

Item 3 - Defaults Upon Senior Securities
         None

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

On August 2, 1990, Amherst Properties, Inc. Sent voting materials to 
limited partners of Gran-mark Income Properties Limited Partnership and by 
August 24, 1990 has received written consents from a 60% majority of the 
units on favor of the removal of the former general partners and the 
substitution of Amherst Properties, Inc. As the new general partner.

Item 5 - Other Information
         None

Item 6 - Exhibits and Reports on Form 8-K
         None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by undersigned, thereunto duly authorized.

Gran-Mark Income Properties Limited Partnership

By:  Amherst Properties, Inc.
     General Partner



By:  Louis J. Marin                                    May 14, 1999
     Louis J. Marin                                    Date
     President