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 Quarterly Period Ending December 31, 1996

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,
(Address of Principal Officer)   Manassas, Virginia  20109

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


    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

Statements of Change in Partner's Equity                7

Statements of Cash Flow                                 8 - 9

Notes to Financial Statements                          10 - 23


Item 2   Management's Discussion and Analysis of
Financial Condition and Results of Operations          24 - 25


PART II - OTHER INFORMATION

Other Information                                      26



<TABLE>       
                Gran-Mark Income Properties Limited Partnership
                               Balance Sheets
                       December 31, 1996 (Unaudited)
                       September 30, 1996 (Audited)
             


            
                                  ASSETS
            
                                                     12/31/96         12/31/95
<S>                                              <C>               <C>
CURRENT ASSETS

Cash                                              $   986,249      $   963,019
Tenant Rents Receivable                                83,041          133,343
Prepaid Expenses and Other                             24,570           30,202
Mortgage Escrow Accounts                               14,084           30,816

Total Current Assets                                1,107,944        1,157,380
            
            
FIXED ASSETS:
            
Land                                                  418,598          418,598
Buildings                                           6,594,998        6,594,998
Building Improvements                                 676,817          654,858
Vehicle and Office Equipment                           45,951           41,064
                                       
Total                                               7,736,364        7,709,518
Less: Accumulated Depreciation                      2,531,653        2,462,063
                             
Total Book Value of Fixed Assets                    5,204,711        5,247,455
            
            
OTHER ASSETS:
            
Deferred Costs net of accumulated
amortization of $200,763 and
$199,315 as of December 31, 1996
and September 30, 1996, respectively.                 101,744           42,926
                                       
Total Other Assets                                    101,744           42,926
                                      
Total Assets                                      $ 6,414,399      $ 6,447,761
                                        


<F/N>
See Notes to the Financial Statements
</TABLE>
<TABLE>
                 Gran-Mark Income Properties Limited Partnership
                                Balance Sheets
                         December 31, 1996 (Unaudited)
                         September 30, 1996 (Audited)

            
          
                        LIABILITIES AND PARTNERS' EQUITY
            
            
                                                     12/31/96          9/30/96
<S>                                               <C>              <C>          
CURRENT LIABILITIES:
            
Accounts Payable                                  $   134,245      $    55,344
Accrued Interest                                       45,192           46,478
Accrued Expenses                                       24,179           83,199
Unearned Rental Income                                  4,535            8,554
Current Portion of Mortgages Payable                4,624,846        4,634,915
                                       
Total Current Liabilities                           4,832,997        4,828,490
            
            
LONG-TERM LIABILITIES:
            
Tenant Security Deposits Payable                       46,913           44,746
Management Fees Payable to Amherst
Properties, Inc.                                       71,634           75,406
                                             
Total Long-Term Liabilities                           118,547          120,152
                                       
Total Liabilities                                   4,951,544        4,948,642
            
            
            
CONTINGENCIES AND COMMITMENTS (Notes 3 through 10)
    
            
                                                                     
                                       
PARTNERS' EQUITY:
            
General Partner                                   $   (20,678)     $   (20,315)
Limited Partners (12,000 units
authorized; 6,505 issued and
outstanding)                                        1,483,533        1,519,434
                                       
Total Partners' Equity                              1,462,855        1,499,119
                             
Total Liabilities and Partners' Equity            $ 6,414,399      $ 6,447,761
                                              


<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 December 31, 1996
                            and December 31, 1995


                   
                                                     12/31/96         12/31/95

<S>                                               <C>              <C>    
REVENUE:
Rental                                            $   290,935      $   433,135
Tenant Reimbursements                                  10,847           92,831
Interest Income                                         2,787            2,492
Other                                                   4,900            6,866
                        
Total Revenue                                         309,469          535,324  
    
EXPENSES:
Interest                                               87,675          167,761
Depreciation & Amortization                            74,278          109,020
Utilities                                              41,286           52,164
Real Estate Taxes & Licenses                           12,309           58,413
Property Maintenance & Repairs                         50,926           43,861
Management Fees                                        21,323           30,329
General & Administrative Expenses                      57,936           47,621
               
Total Expenses                                        345,733          509,169


Net Income or (Loss)                              $   (36,264)     $    26,155 


Allocation of Net Income or (Loss):
General Partner                                   $      (363)     $       262
Limited Partners                                  $   (35,901)     $    25,893

Net Loss per weighted
average Limited Partnership
unit (6,505 units)                                $    (5.52)      $      3.98



<F/N>
See Notes to the Financial Statements.
</TABLE>
<TABLE>
                Gran-Mark Income Properties Limited Partnership
                  Statements of Changes in Partners' Equity
             For the Three Month Period Ending December 31, 1996
                               (Unaudited)
                                   and
           For the Years Ending September 30, 1996, 1995, and 1994
                                (Audited)



            
            
                                             General      Limited
                                             Partner     Partners       Total
<S>                                       <C>         <C>          <C>
       
Balance, September 30, 1993               $  (14,966) $ 2,049,111  $ 2,034,145
              
           
Net Loss Fiscal Year Ending 1994              (2,709)    (268,240)    (270,949)
                                  
Balance, September 30, 1994               $  (17,675) $ 1,780,871  $ 1,763,196
            
            
            
Net Loss Fiscal Year Ending 1995              (2,172)    (215,075)    (217,247)
                                     
Balance, September 30, 1995               $  (19,847) $ 1,565,796  $ 1,545,949
             

            
Net Loss Fiscal Year Ending 1996                (468)     (46,362)     (46,830)


Balance, September 30, 1996               $  (20,315) $ 1,519,434  $ 1,499,119

            
            
Net Loss Quarter Ending December 1996           (363)     (35,901)     (36,264)
                                     
Balance, December 31, 1996                $  (20,678) $ 1,483,533  $ 1,462,855




<F/N>
See Notes to the Financial Statements
</TABLE>
<TABLE>
               Gran-Mark Income Properties Limited Partnership
                        Statements of Cash Flow
                              (Unaudited)
                  For the Three Month Periods Ending
                     December 31, 1996, and 1995
            
            
                                                     12/31/96         12/31/95
<S>                                               <C>              <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net Income or Loss from
Statement of Income                               $  ( 36,264)     $    26,155 

Adjustments to reconcile net loss
to cash provided by (used in)
operating activities:
Depreciation & Amortization                            74,278          109,020
Loss on Vehicle                                             0            2,871
(Increase) Decrease in:
Tenant Rents Receivable                                50,302            8,962
Prepaid Expenses and Other                                 5,632         
(23,816)
Mortgage Escrow Accounts                               16,732           16,121
Increase (Decrease) in:
Accounts Payable                                       78,901           (5,899)
Accrued Interest                                       (1,286)          (4,340)
Accrued Expenses                                      (59,020)         (40,688)
Unearned Rental Income                                 (4,019)         (39,851)
Tenant Security Deposits Payable                        2,167            2,000
Management Fees Payable to
Amherst Properties, Inc.                               (3,772)         (16,212)
                 
Total Adjustments                                     159,915            8,168
                  
Net Cash Provided by Operating Activities             123,651           34,323

          
CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to Office Equipment                         (4,887)           (3,657)
Additions to Building Improvements                   (21,959)           (8,934)
Additions to Deferred Costs                          (63,506)                0
              
Net Cash Provided by (Used in) Investing
Activities                                           (90,352)          (12,591)
        



<F/N>            
See Notes to the Financial Statements.
</TABLE>
<TABLE>
                Gran-Mark Income Properties Limited Partnership
                          Statements of Cash Flows
                               (Unaudited)
                    For the Three Month Periods Ending
                        December 31, 1996 and 1995
            
                        
                                                      9/30/96          9/30/95
<S>                                               <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
            
Repayment of Mortgage                             $   (10,069)    $    (21,318)

Net Cash Provided by (Used in)                             
Financing Activities                                  (10,069)         (21,318)

Net Change in Cash                                     23,230              414
CASH AT BEGINNING OF THREE MONTH PERIOD               963,019          542,360
              
CASH AT END OF YEAR                               $   986,249     $    542,774
                 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    
Cash paid during the period for
Interest                                          $    88,961      $   172,102
                   
            
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
            
On December  31,  1995, the vehicle was traded in.  Both the old and new
vehicle  are  in  Amherst  Properties,  Inc.'s name.  The new vehicle is not
recorded on the Partnership's books.
            


<F/N>
See Notes to the Financial Statements.
</TABLE>            
       
GRAN-MARK INCOME PROPERTIES LIMITED PARTNERSHIP


NOTES TO FINANCIAL STATEMENTS

December 31, 1996


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 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 $458,973 and $961,771 at September 30, 1995 and 1996,
respectively, which was insured up to $100,000 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         Vehicle
                                      Building       and
                                      Manassas,      Office
                                      Virginia       Equipment        Total  

Date of Construction                      1974

Date Acquired                        Aug. 1986         Various

Land                               $   418,598     $         0     $   418,598
Buildings                            6,594,998               0       6,594,998
Other                                        0          45,951          45,951

Total initial cost to partnership    7,013,596          45,951       7,059,547


Improvements capitalized
subsequent to acquisition              676,817               0         676,817

Total accumulated cost               7,690,413     $    45,951     $ 7,736,364

Accumulated depreciation             2,514,597          17,056       2,531,653

Net book Value                     $ 5,175,816     $    28,895     $ 5,204,711


The following is a summary of activity for the land, buildings and
improvements, for the years ended September 30, 1995, and 1996;
and the period ending December 31, 1996:
                   
                                                     Rental        Accumulated
                                                    Property      Depreciation
         
         
Balance September 30, 1994                       $12,257,710       $(2,928,769)

10/01/94 - 9/30/95
Additions during the period:
Improvements capitalized                              18,404
Depreciation expense                                                  (417,460)
Deletions during the period:                          (2,897)            2,897

Balance September 30, 1995                       $12,273,217       $(3,343,332)
         
10/01/95 - 9/30/96
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)
                                  

10/01/96 - 12/31/96
Additions during the period:
Improvements capitalized                              21,959             
Depreciation expense                                                   (67,804)

Balance, December 31, 1996                       $ 7,690,413       $(2,514,597)
                   

One of the primary tenants at the Shopping Center in Amherst, New
York, was Hills Department Store ("Hills").  Hills, on February 5,
1991 filed a petition for Chapter 11 Reorganization, but continued
to occupy its space and to pay rent post-petition on a current
basis.  On September 10, 1993, Debtor's First Amended Consolidated
Plan of Reorganization was confirmed by the Court.
         
Hills completely renovated the interior of the store in the
shopping center.  The creditors of Hills consented to the
renovation expense of approximately $525,000.  The Partnership
agreed to contribute an additional $125,000 for such renovation
and repairs with the condition that the Lease Agreement be
affirmed prior to any payments made by the Partnership.  Assistant
Corporate Counsel of Hills Department Stores confirmed in November
1993 that the Lease for the store in the shopping center had been
assumed and had not been rejected nor was it the subject of a
pending motion to reject.
         
The $125,000 offered by the Partnership was derived from the
following sources:
         
Pre-petition rent of $7,622 was forgiven; $25,000 was paid
out of the cash call fund in December 1993; 12,300 was paid
August, 1993; $40,000 was paid on July 28, 1994; and
commencing March 1994 twelve consecutive monthly
installments of $3,341 were paid.
         
The tenant was paid $16,687 and $23,392 during the fiscal years
ending September 30, 1994 and 1995, respectively, as partial
payments of the rent offset identified as Incentive to Lessee.
         
         
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.  Under the Plan, five classes of creditors were established:
         
The Class One Creditor group consisted of FDIC/Seaman's Bank for
Savings, FSB, whose secured claim was not impaired under the Plan.
The Plan required that as of the Effective Date of the Plan, all
monthly payments under the FDIC/Seaman's Bank for Savings, FSB
Note and Mortgage were to be paid in full, and to the extent that
the escrow account maintained for the purpose of paying real
estate taxes and insurance was insufficient was to be paid into
the escrow account.  In accordance with a Court Order dated
January 25, 1993 the partnership made on September 21, 1993 a
payment in the amount of $46,173 to increase the escrow account
balance held by FDIC.  The Class One Creditor was also allowed a
secured claim for its attorney's fees, costs and expenses incurred
and paid in the amount of $20,000.  Of this claim, $10,000 was
paid by the Effective Date of the Plan, and $10,000 was added to
the principal balance of the loan and was to be paid, without
interest, on the maturity of the Note and Mortgage.
         
The Class Two Creditor group consisted of Old Stone Bank whose
secured claim shall be paid in accordance with the provisions of
the Plan and of the Modification Agreement and Allonge-Promissory
Note dated June 30, 1992.  The allowed amount was determined to be
the loan balance as of March 1, 1992, of $4,291,717.51 plus
Accrued Interest at 9% per annum for the period of June 1, 1991
through May 31, 1992 in the amount of $372,761.19, plus other fees
recoverable by the Bank, referred to as the Deferred Balance, not
to exceed $55,000.  The Accrued Interest and Deferred Balance were
added to the principal balance of the loan and will be paid
without interest on the maturity date.  The maturity date of the
loan was extended to April 30, 1997.  During the period from July
1, 1992 through April 30, 1994, interest only shall be paid on the
principal sum of $4,291,717.51 based upon a rate calculated by
adding 2.25% to the two year Treasury Note rate (computed on the
average rate of the last five business days in the month of May
1992).  This interest rate was 7.53%, resulting in a monthly
interest payment of $26,930.53.  During the period from May 1,
1994 through April 30, 1996, interest was paid on the principal
sum of $4,291,717.51 based upon a rate calculated by adding 2,75%
to the two year Treasury Note rate (computed on the average rate
of the last five business days in the month of April 1994) and an
additional monthly payment of principal was made based upon a
thirty year amortization schedule.  During the period from May 1,
1996 through April 30, 1997, interest shall be paid on the
principal sum of $4,291,717.51 based upon a rate calculated by
adding 3.00% to the two year Treasury Note rate (computed on the
average rate of the last five business days in the month of April
1996) and an additional monthly payment of principal shall be made
based upon a twenty eight year amortization schedule.  On April
30, 1997, all principal, unpaid interest, and the Deferred Balance
shall be due and payable.
         
Under the Plan, Old Stone Bank agreed to make available to the
Partnership the balance in the cash reserve fund, approximately
$162,800, together with $125,000 contributed by the Partnership,
for capital improvements, renovations, and repairs specified in
the Plan.  These funds held in the Capital Improvement Reserve
Fund were subject to signatures of a representative of Old Stone
Bank and the Partnership.
         
As required by the Plan, the Partnership established a second
escrow account at Old Stone Bank as a Note Payment  Reserve in the
amount of $40,000.  This account was only to be used when the
available monthly cash flow from the Manassas Property was less
than the monthly debt service.  On the first anniversary date of
the Effective Date, an amount was to be deposited by the
Partnership to replenish the account.  On the second anniversary
of the Effective Date, the account balance was returned to the
Partnership.
         
The Class Three Creditor group consisted of Amherst Properties,
Inc.  The Plan required that on the Effective Date, a promissory
in the principal amount of $50,000 payable at the rate of $20,000
per year with interest of 6% per annum until paid shall be given
by the Partnership to Amherst Properties, Inc.  At the option of
the Class Three Creditor, the note or any part of the note may be
converted to partnership interests at a conversion price of $100
per partnership unit.  On August 1, 1993, Amherst Properties, Inc.
exercised such option and the partnership issued 500 units as
payment against the $50,000 principal due.  The remainder of the
Class Three Creditor claim was subordinated to the claims of Class
Two and Class Four Creditors and was to be paid from future cash
flow only after the payments required under the Plan have been
made to all other Classes of Creditors.
         
The Class Four Creditor group consisted of all unsecured creditors
who were to be paid 50% of their claims upon the Effective Date of
the Plan with the remainder being paid on the anniversary date on
the confirmation.
         
The Class Five Creditors group consisted of all Equity Security
Holders.  At its option, each holder of a Class Five Equity
Interest was entitled to retain its equity Security in the
Partnership by making a capital contribution in an amount equal to
a total of eight percent (8%) of the original capital investment.
To the extent a Class Five Equity Security Holder failed to make a
capital contribution, then that respective Holder's interest in
the Partnership was deemed null and void.  The original investment
made to the Partnership  equaled $6,005,000, and the new capital
raised under the Plan was $480,400.
         
The capital contribution was payable in two installments, the
first installment was due within 25 days of the approval of the
Disclosure Statement (June 24, 1992) in the amount of five percent
(5%) of the original investment, and the remainder of three
percent (3%) was due on the first anniversary of the confirmation
of the plan.  Any partner failing to make the five percent (5%)
contribution was deemed to be a declining partner.  A second
opportunity gave contributing partners the right to contribute for
additional partnership shares determined by the increased
percentage changed resulting from non contributing partners and
the right to request additional interests.  If a contributing
partner made the initial five percent capital contribution but
failed to make the additional three percent (3%) capital
contribution, other contributing partners who have made both cash
contributions were given the option to make the declining three
percent (3%) capital contribution and receive the pro-rata
interest in the Partnership represented by that capital
contribution.  The declining subscribing partner who made the five
percent (5%) capital contribution, retained the interest
represented by the five percent (5%) contribution.  Only two
opportunities were offered.  Partnership shares dated August 28,
1992 were issued for the first installment contribution. 
Partnership shares dated August 1, 1993, were issued for the
second installment contribution.
         
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.
         
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 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 December 31, 1996, a total of 6,505 units had been issued.
         
NOTE 5:     SECURED CLAIMS:
         
Secured claims as of September 30, 1995 and 1996, which are
collateralized by liens on the Partnership's rental property,
including their related leases, accounts receivable, and vehicle,
are summarized below:
              
                                         
       Lender                 Property         Sept 30, 1995     Sept 30, 1996
 
Old Stone Bank, FSB       The Sudley Tower
Now, Regency Savings      (Office Bldg) 
Bank                      Manassas, VA           $ 4,672,365       $ 4,634,915
                   
Seamen's Bank for         Sheridan Hills
Savings, FSB              Plaza
Now, Regency Savings      (Shopping Ctr)      
Bank                      Amherst, NY              3,001,002                 0
First Virginia Bank       Vehicle                      1,197                 0
                                       
Totals                                           $ 7,674,564       $ 4,634,915
                                      

Scheduled maturities of secured claims at September 30, 1996, are
as follows:
         
              FYE  1997               $4,634,915
              FYE  1998 and after              0
              Total                   $4,634,915
                                      ==========
          

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 were 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 are 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 is due plus a
Deferred Balance of interest (totaling $374,761.19) and unpaid
fees in the amount not to exceed $55,000.  Interest charged to
operations during the years ending September 30, 1996, 1995, and
1994, and during the period ending December 31, 1996 was $352,456,
$359,156, $338,996, and $86,319, respectively.
         
         
Seamen's Bank for Savings/Regency Savings Bank:
         
The mortgage required 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 were 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, 1996, 1995 and 1994, was $289,619, $310,142, and $313,761;
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, 1996, 1995, and 1994, was $23,
$378, and $804, 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, 1996, are
summarized below:
         
Manassas Office Building
Utilities                                             $ 15,861
Repairs & Maintenance                                    1,219
Rent Overpayment                                           325
Office                                                     497
Legal                                                      382
Legal Fees to a Related Party                           20,988
Building Improvements                                    6,910
Office Equipment                                         4,047
Construction Management to a Related Party               5,115
         
Total                                                 $ 55,344
                              
         


NOTE 6:     RELATED PARTY TRANSACTIONS:

Management Agreements
         
The Partnership maintains a management agreement with Amherst
Properties, Inc. (the current general partner).  The agreement
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 each property.
Amherst Properties, Inc. subcontracted the day to day management
and leasing responsibility for the Amherst shopping center to a
non-affiliate, Center Associates, Realty Corp., for $1,000.00 per
month.  In accordance with the partnership and management
agreements, Amherst Properties, Inc. is responsible for all third
party management expenses.
         
On September 24, 1994, Amherst Properties, Inc. executed an
agreement with Center Associates Realty Corp. to extend the
management contract for the Amherst Shopping Center.  Under this
agreement the expiration date was extended to September 30, 1996.
All other terms and conditions remained the same.
         
On September 30, 1996, the partnership executed and Amendment to
Management agreement with Amherst Properties, Inc. for the
management agreement, extending the expiration date of the
agreement 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, 1996, 1995, and 1994, are as
follows:
         
199619951994
         
Amherst Properties, Inc.                 $   115,089  $   114,231  $   103,580
Total                                    $   115,089  $   114,231  $   103,580
         
As of September 30, 1996, $30,586 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.  Such reimbursements charged by and
paid to the current general partner for operations are none for
period ending September 30, 1994.  Reimbursements charged by and
included in the Accounts Payable as of September 30, 1995, were
$27,985 and noted as related party items.  Reimbursements of
$58,958 were charged by the general partner, $5,410 was paid
during the current fiscal year, and $53,548 are included an
Accrued Expenses as of September 30, 1996.
         
During the period of October 1990 through December 1990, the
general partner paid $79,994 in various costs for the Partnership.
During prior periods, $20,174 of these costs have been reimbursed
to the general partner, and during the year ending September 30,
1996, an additional $15,000 was reimbursed, leaving a balance of
unreimbursed costs of $44,820 as of September 30, 1996.  These
unreimbursed costs are included in Management Fees Payable to
Amherst Properties, Inc.  The Partnership has agreed to pay
interest at the rate of 12% on these unreimbursed costs from
December 31, 1990, until paid. Interest charged to operations
during the year ending September 30, 1996  and during the current
fiscal year was $33,363 and $1,356, respectively.
         
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 year ending September 30, 1996, the Partnership paid
$10,004 for the down payment, monthly loan payments, 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, 1996, are as follows:
         

Year ending September 30,                             Amount 
         
1997                                             $   822,012
1998                                                 553,272
1999                                                 381,219
2000                                                 196,781
Subsequent to 1999                                   136,814

Total minimum future rentals                     $ 2,090,098

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:
         
At the time the new general partner, Amherst Properties, Inc.,
commenced managing the properties, there existed no operating
funds and a negative cash-flow.  Significant legal bills and real
estate commissions were payable, numerous maintenance and heating
and air-conditioning problems at the office building existed, as
well as a serious default of the required loan payments to Old
Stone Bank.
    
Amherst Properties, Inc. had deferred collection of most
management fees accrued for the period from October 1990 to
September 1993 and advanced funds, to pay operating expenses,
legal fees and real estate commissions.
    
At the present time current rental income covers the operating
expenditures.
         
The success for the Manassas office building is dependent upon
three major factors:
         
1.  The ability to successfully compete with existing office
buildings in Prince William County.
         
2.  The ability to attract new tenants from adjacent counties.
         
3.  Achieving and maintaining a high rate of occupancy.
         
Over the past year the managing general partner has continued to
improve the situation with regard to these factors.  The managing
general partner has modernized the office building and replaced
light fixtures with more energy efficient fixtures to successfully
compete with existing buildings.  The office building has a
competitive advantage because of easy access to and from major
highways, efficient heating and air-conditioning, an effective
security system and high rise view of surrounding scenic areas.
         
Management's efforts over the past several years brought to
fruition an office building which is more than 95% leased and
occupied.  The management team overcame the loss of major tenants
leasing more than 20,000 square feet.  Management sought and
obtained a signed lease with a major real estate broker and
several mortgage companies.
         

Present plans are to continue to develop a self sufficient
financial center for loans, banking, mortgage, home real estate
sales, with necessary support services.  These tenants which have
stood the test of time not only survived the crunch of the early
1990s but have expanded and became more profitable.
         
Management is generating a capacity for the roof top to
accommodate 50 antennae.  A rail system has been built to anchor
the antennae and electronics will continue to be managed by RAM. 
The number of licensed antennae users has increased to 21.
         
More repairs, maintenance, and upgrading are needed at the office
building to continue to attract and retain tenants.  They are as
follows:
         
1.  Power clean the exterior facade of the building.
2.  Renovate bathrooms.
3.  Renovate the hallways of the upper floors, carpeting,
    wallpaper, ceiling, and lighting.
4.  Caulking the windows and window frame.
5.  Landscaping the building site front and rear.
6.  Installation of energy efficient lighting and motors
    which power the heating and hot water system.
         
         
The work for upgrading the building and performing needed repairs
and maintenance began with the new management and continues.
         
In April and May 1993, the Partnership entered into contracts
totaling $131,750 for renovations of the lobby and for
modifications to the first and fifth floor bathrooms to comply
with the Americans Disabilities Act requirements.  Construction
began in May 1993 and was completed in September 1993.  The
partnership contracted for renovation and modifications to the
bathrooms of the fifth (5th) floor to comply with the American
Disability Act requirements.  Construction was completed in March
1994.  The cost was $32,207.  Payments for these renovations were
made from the Capital Improvement Reserve Fund.
         
As of March 1994, other completed improvements include walk-off
mats in the lobby, a glass enclosed entrance way, an additional
lobby directory, automatic door openers at the front and rear
entrances, resurfacing of the entire parking lot, and replacement
of 105 fifteen foot heating tubes in the boiler.

A new roof was installed and the sidewalk was resurfaced at the
entranceway in the front of the building.  The building facade was
power washed at the front entrance.  The parking lot has been
resurfaced.
         
For tenant retention and attracting new tenants, various tenant
incentives are offered according to the needs of each existing and
prospective tenant.  These include special buildouts, facilities,
wiring for special equipment, plumbing for kitchens, assistance in
moving, providing furniture and furnishings when available, as
well as targeting a rental program to meet the business needs of
the tenant.  These costs are reflected in Building Improvements.
         
Management is continuing to provide conscientious maintenance
which includes caulking windows, clean and polish marble in lobby
area and power wash the entire exterior of the building.

The property in New York is a shopping center with an occupancy of
95%.  This shopping center was built in 1980 and needed to be
revitalized with the renovation of its exterior facing,
landscaping, resurfacing the parking lot and renovation of the
interior stores.  It was sold in September 1996 after a long and
arduous process which took longer than two years to complete. 
Management was faced with a loan on the shopping center which was
about to mature on January 1, 1997.  The major tenant (Hills
Department Store) occupied about 80% of the center.  Hills had
emerged in 1993 from a Chapter 11 reorganization in the bankruptcy
court and initially showed promise but the recent entry of Wal-
Mart and Target in the Buffalo/Niagara Falls area caused Hills to
suffer a decline in sales and it posted losses for the last twelve
months. Accordingly, its stock, listed on the N.Y.S.E. had a sharp
decline.  Because of the financial weakness of this major tenant
it was extremely difficult, if at all possible, to refinance the
loan at competitive rates.  Potential purchasers likewise were not
interested in the property because of the difficulty of obtaining
financing among other things.

Management feels that the Partnership was fortunate in selling the
shopping center to a local developer who owns contiguous
properties and a number of other shopping centers in the Niagara
Falls-Buffalo area.  The shopping center has virtually no frontage
and very poor visibility from the street.  The center is also in
need of a costly "face lift".  The sale was only possible because
the purchaser felt it complemented his existing contiguous
holdings without which he would have no interest.  He also had the
financial strength to purchase the mortgage note with funds from
his corporate holdings and thereby avoid refinancing.  Management
felt that under the circumstances the sale was the proper and
prudent thing to do and consider, the Partnership fortunate to
consummate same.

Supplementary data has been omitted in as much as it is either
inapplicable, immaterial, or it is presented in the financial statements or
notes thereto.

Item 2 - Management Discussion and Analysis of Financial Condition and Results
of Operations:

General

During the three month period ending December 31, 1996, the
Partnership's cash position changed from $963,019 to $986,249.

The occupancy of the Manassas office building was approximately 95% on
December 31, 1996.  The occupancy of the shopping center was approximately 95%
on December 31, 1995, an is no longer owned by the Partnership.  The sale was
completed in September 1996.

Partners' equity totaled $1,462,855 as of December 31, 1996 a decrease
of $36,264 from September 30, 1996.

The Partnership's net loss for the quarter ending December 31, 1996, was
$36,264, a decrease from income of $26,155 for the quarter ending December 31,
1995.

Results of Operations

The office building was approximately 95% leased on December 31, 1996,
the same as for the quarter ended December 31, 1995.  The office building
continues to generate a positive cash flow.

During the three months ending December 31, 1996, Total Revenue has
decreased by $225,855 or 42.2%; Total Expenses have decreased by $163,436 or
32.1%, and the Net Income has decreased by $62,419 as compared to the same
period last fiscal year.

These declines are due to the loss of revenue and elimination of
expenses related to the New York shopping center, which was sold in September
1996.  During the three months ending December 31, 1996, the Total Revenue
from the office building increased by $13,503 or 4.2%, Total Expenses
increased by $47,342 of 12.7%, and Net Income decreased $33,838 as compared to
the same period last fiscal year.

Sale of the shopping center is a material event which results in the
historical operations and financial condition not being indicative of future
operations or financial condition.

Current management expects that the capital improvements will improve
the appearance of the properties, thus successfully compete with existing
office buildings and shopping centers and achieve a high rate of occupancy.

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

Liquidity

At the present time rental income covers the expenditures.

Monthly partnership incoming cash flow has increased and monthly
partnership outgoing cash flow has been reduced since the new managing general
partner has taken control of the properties in October 1990.

During the three month period ending December 31, 1996, $123,651 of cash
was provided by operations (see Statement of Cash Flows).  This reflects and
increase in cash flow from operations of $89,328 over the previous three month
period ending December 31, 1995, due primarily to the increase in cash from
rents receivable and an increase in payables.

The managing general partner had deferred payment of most of its
management fees since October 1990 to allow the partnership to continue to
improve  its financial position.  Payments of $27,508 were made to the general
partner during the three month period ending December 31, 1996, for current
and past management fees of $24,594, and $2,914 in interest and
reimbursements.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

Law Suite Filing - See Note 10 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 had 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 the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

GRAN-MARK INCOME PROPERTIES
LIMITED PARTNERSHIP

                                      By: Amherst Properties, Inc.
                                          General Partner
                                         

February 7, 1997                      By:  Louis J. Marin                     
Date                                       Louis J. Marin
                                           President