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 December 31, 1998

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

Statements of Change in Partner's Equity                   7

Statements of Cash Flow                                8 - 9

Notes to Financial Statements                          10-18


Item 2		Management's Discussion and Analysis of 
Financial Condition and Results of Operations		           19



PART II - OTHER INFORMATION

Other Information                                         21


               Gran-Mark Income Properties Limited Partnership          
                             Balance Sheets                  
                     December 31, 1998 (Unaudited)
                     September 30, 1998 (Audited)

ASSETS			
                                                        12/31/98     09/30/98
[S]                                                 [C]           [C]
CURRENT ASSETS			

Cash                                                 $   435,228  $   576,670
Tenant Rents Receivable                                  138,001       87,067
Prepaid Expenses and Other                                 6,327        1,398
Mortgage Escrow Accounts                                  22,153       41,189
Certificate of Deposit                                   105,127            0 
			
Total Current Assets                                     706,836      706,324
			
FIXED ASSETS			
			
Land                                                     418,598      418,598
Buildings                                              6,594,998    6,594,998
Building Improvements                                    857,795      817,882
Office Equipment                                          59,342       59,342
			
Total                                                  7,930,733    7,890,820
Less Accumulated Depreciation                          3,056,180    2,985,865
			
Total Book Value of Fixed Assets                       4,874,553    4,904,955
			
OTHER ASSETS			
			
Deferred Costs net of accumulated			
amortization of $157,190 and   
$149,371 as of December 31, 1998
and September 30, 1998, respectively                     171,811      174,799
			
Total Other Assets                                       171,811      174,799
			
Total Assets                                          $5,753,200   $5,786,078
			
LIABILITIES AND PARTNERS' EQUITY			

                                                        12/31/98     09/30/98
[S]                                                  [C]          [C]
CURRENT LIABILITIES			

Accounts Payable                                     $    73,043  $    61,855
Accrued Interest                                             434          123
Accrued Expenses                                          32,496       79,865
Unearned Rental Income                                    12,984       16,961
Current Portion of Mortgage Payable                       46,827       46,827
			
Total Current Liabilities                                165,784      205,631
			
LONG-TERM LIABILITIES			
			
Tenant Security Deposits Payable                          52,669       48,549
Management Fees Payable to Amherst			
Properties, Inc.                                          70,763       72,342
Mortgage Payable - Office Building                     4,064,570    4,074,425
			
Total Long-Term Liabilities                            4,188,002    4,195,316
			
Total Liabilities                                    $ 4,353,786  $ 4,400,947
			
CONTINGENCIES AND COMMITMENTS (Notes 3 through 10)			
			
PARTNERS' EQUITY			
			
General Partner                                      $   (21,313) $   (21,456)
Limited Partners (12,000 Units authorized;
6,505 issued and outstanding)                          1,420,727    1,406,587
			
Total Partners' Equity                                 1,399,414    1,385,131
			
Total Liabilities and Partners' Equity               $ 5,753,200  $ 5,786,078
			


               Gran-Mark Income Properties Limited Partnership
                            Statements of Income                     
                                (Unaudited)                      
            For the Three Month Periods Ending December 31, 1998
                           and December 31, 1997

                                                        12/31/98     12/31/97
[S]                                                  [C]          [C] 
REVENUE:				

Rental                                               $   345,600  $   333,298
Tenant Reimbursements                                      9,810        9,874
Interest                                                   4,455        3,315
Other                                                         35          256
				
Total Revenue                                            359,900      346,743
				
EXPENSES:				
				
Interest                                                 101,331      102,316
Depreciation & Amortization                               84,205       81,985
Utilities                                                 34,502       41,225
Real Estate Taxes & Licenses                              14,740       12,273
Property Maintenance & Repairs                            40,344       47,323
Management Fees                                           20,570       22,573 
General & Administration Expenses                         49,924       56,475
				
Total Expenses                                           345,616      364,170
				
Net Income or (Loss)                                 $    14,284  $   (17,427)
				
Allocation of Net Income or (Loss):				
General Partners                                     $       143  $      (174) 
Limited Partners                                     $    14,141  $   (17,253)
			   	
Net Income or (Loss) per weighted				
average Limited Partnership                    
unit (6,505 units)                                   $      2.17   $    (2.65) 



               Gran-Mark Income Properties Limited Partnership 
                 Statements of Changes in Partners' Equity
      For the Three Month Period Ending December 31, 1998 (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 December 1998         143        14,141       14,284
Balance, December 31, 1998             $   (21,313)  $ 1,420,727  $ 1,399,414



              Gran-Mark Income Properties Limited Partnership
                          Statements of Cash Flows                      
                               (Unaudited)                              
        For the Three Month Periods Ending December 31, 1998 and 1997

                                                        12/31/98     12/31/97
[S]                                                  [C]         [C]      
CASH FLOW FROM OPERATING ACTIVITIES:					
					
Net Income or (Loss) from Statements of Income       $    14,284  $   (17,427)
					
Adjustments to reconcile net loss					
to cash provided by (used in)                          
operating activities:                          
Depreciation & Amortization                               84,205       81,985
(Increase)  Decrease in:                             
Tenant Tents Receivable                                  (50,934)      12,171
Prepaid Expenses and Other                                (4,929)        (129)
Mortgage Escrow Acounts                                   19,036       16,262
Increase (Decrease) in:                              
Accounts Payable                                          11,188      (22,384)
Accrued Interest                                             311      (16,499)
Accrued Expenses                                         (47,369)      (1,212)
Unearned Rental Income                                    (3,977)      25,040
Tenant Security Deposits Payable                           4,120      (10,579)
Management Fees payable to                                 
Amherst Properties, Inc.                                  (1,579)       1,117
					
Total Adjustments                                         10,072       85,772
					
Net Cash Provided by Operating Activities                 24,356       68,345
					                               
CASH FLOWS FROM INVESTING ACTIVITIES:					
					
Purchase of Certificate of Deposit                      (105,127)    (100,000)
Additions to Office Equipment                                  0       (5,742)
Additions to Building Improvements                       (39,913)      (3,445)
Additions to Deferred Costs                              (10,903)           0
					
Net Cash Provided by (Used in) Investing                (155,943)    (109,187)
Activities                             
                              
CASH FLOWS FROM FINANCING ACTIVITIES:
					
Repayment of Mortgage Payable                        $    (9,855) $    (8,870)
					
Net Cash Provided by (Used in) Financing Activities       (9,855)      (8,870)
					
Net Change in Cash                                      (141,442)     (49,712)
					
CASH AT BEGINNING OF THE PERIOD                          576,670      485,768
					
CASH AT END OF THE PERIOD                            $   435,228  $   436,056
					
					
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:					
					
Cash paid during the period for Interest             $   101,027  $   118,815
					
					
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:					
					
Fully amortized leasing costs totaling $6,070 and $13,225 were disposed
of during the period ending December 31, 1998 and 1997, respectively.
					
GRAN-MARK INCOME PROPERTIES LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

December 31, 1998

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
                                           Building       Office
                                       Manassas, VA    Equipment        Total
Date of Construction                           1974

Date Acquired                           August 1986      Various
     
Land                                    $   418,598  $         0  $   418,598 
Buildings                                 6,594,998            0    6,594,998 
Other                                                     59,342       59,342 
Total Initial Cost to Partnership         7,013,596       59,342    7,072,938 

Improvements capitalized
subsequent to acquisition                   857,795            0      857,795 

Total Accumulated Cost                    7,871,391       59,342    7,930,733 
 
Accumulated depreciation                  3,027,532       28,648    3,056,180
 
Net Book Value, December 31, 1998       $ 4,843,859  $    30,694  $ 4,874,553 
 
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 December 31, 1998, 
$99,975.
        
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 
December 31, 1998, $20,570.
				
As of December 31, 1998, $25,943 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 December 31, 1998, $747.

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 December 31, 1998, 
$1,356.

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 considering the feasibility of installing 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) 
renovate bathrooms on floors 2, 3, 4, 6, 7, 8 and 9; 3) modernize 
the elevators; 4) install energy efficient motors, which power the 
heating and hot water systems; 5) replace ceiling tiles throughout 
the building; and 6) install exterior lighting.

Our efforts to sell the Sudley Tower during the early part of this 
year 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 period ending December 31, 1998, the Partnership's cash 
position changed from $576,670 to $435,228.

The occupancy of the Manassas office building was approximately 77% on 
September 30, 1998, and 94% on December 31, 1998.

Partners' equity totaled $1,399,414 as of December 31, 1998, an increase 
of $14,284 from September 30, 1998.

The partnership's net income for the period ending December 31, 1998, was 
$14,284; an increase of $31,711 from a loss of $17,427 for the period ending 
December 31, 1997.

Results of Operations

The office building's occupancy rate was approximately 77% on September 
30, 1998.  The office building was approximately 94% and 91% leased for the 
periods ending December 31, 1998 and 1997, respectively.  The office building 
generates a positive cash flow.

An analysis of the office building operations during the period ending 
December 31, 1998, indicates that the office building revenues have increased. 
Interest expenses have decreased slightly.  Expenses for depreciation and 
amortization have increased due to additional improvements and deferred costs. 
The expenses for utilities have decreased.  Expenses for property maintenance
and repairs have decreased due to completion of several maintenance and
replacement projects.  Preventive maintenance programs continue to protect
and improve the buildings and grounds.  Management Fees have decreased due
to an increase in uncollected rents.  General and Administration Expenses
have decreased. See Notes to Financial Statement - Note 10: Management Plans.

Trends & prospective information

The September 1996 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 continue to 
improve the appearance of the Manassas property, that the building will
continue to successfully compete with existing office buildings and shopping
centers, and will maintain 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 expenses on the 
property.  Partnership monthly cash flow has increased since the new managing 
general partner has taken control of the properties in October 1990.

During the period ending December 31, 1998, $24,356 of cash was generated 
from operations.  This reflects a decrease in cash flow from operations of 
$43,989 over the same period during the previous fiscal year.

The managing general partner deferred payment of most of its management 
fees from 1990 to 1993 to allow the partnership to continue to improve its 
financial position.  The cash flow during the current year was sufficient to
pay the current period's fees.  

Funds were also used to make building improvements of $39,913, and pay 
deferred costs in the amount of $10,903.

Capital Resources

Current management estimates the current market value to be more than 
$6,000,000.  An improvement in the commercial rental real estate market and an 
increase in the occupancy of the Manassas office building would have a major 
effect on the market value of the property.

The mortgage payable on the Manassas property, which was due April 30, 
1997, was refinanced.

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                                    February 14, 1999
     Louis J. Marin                                    Date
     President