SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549

FORM 10-K - AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 1996

Commission file number: 0-305

Name of registrant: NATIONAL PROPERTIES CORPORATION
I.R.S. Employer Identification Number: 42-0860581
Address: 4500 Merle Hay Road, Des Moines, Iowa 50310
telephone number: (515) 278-1132

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $1.00 (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 file such reports), and (2) has been
subject to  such filing requirements for the past 90 days.

Yes __X__   No _____

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant.  The aggregate market value shall be computed by the
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock as of a specified date within 60 days prior to
the date of filing.

$3,399,105 as of March 1, 1997

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

Common Stock, Par Value $1.00 - March 1, 1997 - 447,595 Shares

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for the 1997 annual meeting of Stockholders See Part III

Item 8.     Financial Statements and Supplementary Data.

        Financial statements filed herewith:

           Balance Sheets as of December 31, 1996 and December 31, 1995.

           Statements of Income and Stockholders' Equity for the year
           ended December 31, 1996, December 31, 1995 and December 31, 1994.

           Statements of Cash Flows for the years ended December 31, 1996,
December 31, 1995 and December 31, 1994.

           Notes to Financial Statements.

           Accountant's Report.

Item 9.    Disagreements on Accounting and Financial Disclosures.

               NONE


PART III

In answer to Items 10, 11, 12 and 13 of Part III, the Registrant incorporates 
by reference the required information which is contained in its definitive 
Proxy Statement.  The Proxy Statement is for the 1997 annual meeting of 
stockholders and will be filed with the Commission not later than 120 days 
after December 31, 1996.


PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
     (a)    List the following documents filed as part of this report.
            1.   All financial statements.
                   See Item 8 of Part II.
            2.   Financial statement schedules.
                   Schedule III as of December 31, 1996.
                   Note to schedule III as of December 31, 1996, 1995 and 
1994.  
                   All other Schedules are omitted because they are 
inapplicable or not
required.
    (b)    No report on Form 8-K was filed during the last quarter of 1996.

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 the undersigned
thereunto duly authorized.


___NATIONAL PROPERTIES CORPORATION___ (Registrant)


Date  __5/9/97__          By _____/S/__Raymond_Di_Paglia_________
                               Raymond Di Paglia, President and Chief
                               Executive Officer


Date  __5/9/97__          By _____/S/__Robert_W._Guely__________
                                Robert W. Guely, Vice President
                                and Controller


Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.


DIRECTORS OF THE REGISTRANT

Date  __5/9/97__          By _____/S/__William_D._Buzard________
                               William D. Buzard

Date  __5/9/97__          By _____/S/__Raymond_Di_Paglia________
                               Raymond Di Paglia

Date  __5/9/97__          By _____/S/__Kristine_M._Fasano_______
                               Kristine M. Fasano

Date  __5/9/97__          By _____/S/__Robert_H._Jamerson_______
                               Robert H. Jamerson


NORTHUP, HAINES, KADUCE, SCHMID, MACKLIN, P.C. 
Certified Public Accountants

Board of Directors and Stockholders
National Properties Corporation


INDEPENDENT AUDITOR'S REPORT 


We have audited the accompanying balance sheets of National Properties 
Corporation as of December 31, 1996 and 1995 and the related statements of 
income, stockholders' equity and cash flows for each of the three years in the 
period ended December 31, 1996.  These financial statements and the schedules 
referred to below are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements and 
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatements.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.  

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of National Properties 
Corporation as of December 31, 1996 and 1995, and the results of its 
operations and its cash flows for each of the three years in the period ended 
December 31, 1996, in conformity with generally accepted accounting 
principles.

Our audits were made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The schedules listed in Item 14(a)(2) 
are presented for purposes of complying with the Securities and Exchange 
Commission's rules and are not part of the basic financial statements.  These 
schedules have been subjected to the auditing procedures applied in our audits 
of the basic financial statements and, in our opinion, fairly state in all 
material respects the financial data required to be set forth therein in 
relation to the basic financial statements taken as a whole.  

/S/ NORTHUP, HAINES, KADUCE, SCHMID, MACKLIN, P.C. 
NORTHUP, HAINES, KADUCE, SCHMID, MACKLIN, P.C. 

March 4, 1997
West Des Moines, Iowa

1025 Ashworth Road. Suite 500, West Des Moines, IA 50265-3500, Phone (515) 
223-0221    Fax: (5 15) 223- 1030

NOTES TO FINANCIAL STATEMENTS
SUMMARY OF ACCOUNTING POLICIES

Marketable Securities:  Marketable securities are classified as available-for-
sale and reported at fair market value in accordance with the Statement of 
Financial Accounting Standards (SFAS) No. 115.  The Registrant's investments 
are held for an indefinite period.  

Property and Equipment:  Property and equipment are recorded at cost and 
depreciated on a straight-line basis over the estimated useful lives of 15 to 
39 years for buildings and 5 to 7 years for equipment.

Net Earnings Per Common Share:  Net earnings per share are based on the 
weighted average number of shares outstanding 451,876 in 1996; 457,720 in 
1995; and 462,946 in 1994.  

Profit-Sharing Plan:  The Registrant has a profit sharing plan adopted in 
1965, for eligible employees, under which it contributes a portion of its 
annual earnings.  The plan and all of its amendments have been approved by the 
Internal Revenue Service.  The Registrant's contribution to the plan was 
$36,166 in 1996; $39,142 in 1995; and $33,875 in 1994.   

Lease Rentals - Commercial Real Estate:  Lease rentals received on commercial 
real estate are accounted for under the operating method; rentals are included 
in income as earned over the term of the lease.

Estimates: The preparation of the financial statements in conformity with 
generally accepted accounting principles requires management to make estimates 
and assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could vary from the estimates that were 
used.  

Fair Value of Financial Instruments: The Registrant's financial instruments 
are valued at their carrying amounts which are reasonable estimates of fair 
value.  

Asset Impairment: On January 1, 1996, the Registrant adopted SFAS 121, 
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets 
to be Disposed Of" (SFAS 121).  This statement describes circumstances that 
may result in assets being impaired.  The statement also provides criteria for 
recognition and measurement of asset impairment.  

The Registrant periodically reviews its leased properties whenever events or 
changes in circumstances indicate that the recoverability of these assets is 
uncertain.  Generally, the determination of recoverability is based on the net 
cash flows expected to result from such assets.  Projected net cash flows 
depends on the future cash revenues expected to be generated from the assets 
less the future cash outflows expected to be necessary to obtain these inflows 
over the remaining life of the assets.  Based on current estimates of future 
cash flows as prescribed under SFAS 121, management anticipates that future 
revenues from such assets of the Registrant will fully recover all related 
costs.  

NOTE 1 - PROPERTIES UNDER LEASE

The Registrant is the lessor of commercial real estate under non cancelable 
operating leases requiring fixed and contingent rentals through the year 2017.  
Contingent rentals based on sales overages amounted to  $56,294 in 1996;  
$54,701 in 1995  and  $44,251 in 1994. Future minimum rentals over the next 
five years, not including renewal options and contingent rentals, are as 
follows:  1997 - $3,347,852;  1998 - $3,299,385;  1999 - $3,144,616;  2000 - 
$2,681,924; 2001 - $2,575,321.  

NOTE 2 - INCOME TAXES


<TABLE>
Income tax expense for the years ended December 31, 1996, 1995 and 1994 is 
comprised of the following:

<CAPTION>
<S>                                         <C>         <C>         <C>
                                                  1996        1995        1994
                                            ----------  ----------  ----------
Current
  Federal                                     273,807     433,406     428,464
  State                                        58,961      83,416      74,776
                                            ----------  ----------  ----------
    Total current                             332,768     516,822     503,240
Deferred                                      267,183          -           - 
                                            ----------  ----------  ----------
                                              599,951     516,822     503,240
                                            ==========  ==========  ==========

A reconciliation of the statutory federal income tax rate of 34 percent in 
1996, 1995 and 1994 to the effective tax rate is as follows:

                                                  1996       1995        1994
Statutory federal income tax rate                34.0%       34.0%       34.0%
State taxes, net of federal tax benefit           3.8         3.5         3.4
Tax savings on dividends                         (1.2)       (1.1)       (1.7)
                                            ----------  ----------  ----------
  Total tax provision                            36.6       36.4         35.7
                                            ==========  ==========  ==========

Temporary differences which give rise to deferred tax liabilities in 1996 and 
1995 are as follows:

                                                  1996       1995
Excess of tax over book depreciation           267,183         - 
Unrealized gain on marketable securities       325,455    335,906
                                            ----------  ---------
  Total tax provision                          592,638    335,906
                                            ==========  =========

</TABLE>

Deferred income taxes result from the temporary differences in the recognition 
of income and expenses for tax and financial statement purposes.  The source 
of the temporary difference for 1996 was due to a change in depreciation for 
income tax purposes.  The Small Business Job Protection Act of 1996 (The Act) 
amended the Internal Revenue Code regarding depreciation of motor fuel retail 
outlets permitting the Registrant to depreciate its qualifying convenience 
stores on a straight line basis over a period of 20 years.  The Act further 
provided that this change could be applied retroactively to all such 
properties placed in service after 1986.  The shorter depreciation life 
decreased the Registrant's Federal and State income taxes for the year 1996 by 
$267,183.  This amount was recorded as a deferred tax liability as of December 
31, 1996.  For financial statement purposes the Registrant did not change its 
depreciation policy with respect to its convenience stores. 

NOTE 3 - MARKETABLE SECURITIES

As of December 31, 1996, marketable securities available-for-sale had an 
aggregate market value of $1,581,725 and a cost of $687,617 resulting in gross 
unrealized gains of $894,108.  The unrealized holding gains, net of related 
income taxes, added $568,652 to shareholders equity at December 31, 1996.  As 
of December 31, 1995, the marketable securities available-for-sale had an 
aggregate market value of $1,537,475 and a cost of $596,563.  Gross unrealized 
gains and losses amounted to $945,596 and $4,684 respectively.  The unrealized 
holding gain, net of related income taxes, added $605,006 to shareholders 
equity at December 31, 1995.  Gross realized gains included in the 
determination of income for 1996 amounted to $59,144.  Gross realized gains 
and losses 

NOTE 6 - SUBSEQUENT EVENT

On March 4, 1997, the Registrant executed contracts to purchase and leaseback 
two convenience stores located in the Atlanta, Georgia area.  The lease term 
for both stores will be fifteen (15) years.  One store, now under 
construction, is scheduled for closing on September 1, 1997.  The second 
store, not presently under construction, is expected to be ready for closing 
in the last quarter of 1997 or the first quarter of 1998.  Each store will 
cost approximately $1,500,000 and will be totally financed with funds drawn on 
the Registrant's credit lines with two local banks. 

<TABLE>
<CAPTION>

NOTE 7 - QUARTERLY OPERATING DATA (UNAUDITED)

The following is a summary of unaudited quarterly results of operations:

                                                  Quarter
                              First        Second         Third        Fourth
                         ----------    ----------    ----------    ----------
<S>                      <C>           <C>           <C>           <C>

1996
  Revenues                  855,170       846,519       849,167       853,268
  Net Income                259,543       236,485       271,173       271,902
  Per share                57 cents      52 cents      60 cents      60 cents

1995
  Revenues                  837,924       841,794       851,453       803,773
  Net Income                228,686       223,577       241,844       208,586
  Per share                50 cents      49 cents      53 cents      46 cents
</TABLE>

<TABLE>
<CAPTION>

NATIONAL PROPERTIES CORPORATION

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

Description         Encum-       Initial costs   Cost capi-     Gross          
Accumulated     Date ac-    Life on 
                    brances      to company      talized        amount at      
depreciation    quired      which de-
                                                 subsequent     which car-                                 
preciation 
                                                 to acquis-     ried at                                    
in latest in-
                                                 tion           close of pe-                               
come state-
                                                                iod                                        
ments is 
                                                                                                           
computed
<S>               <C>           <C>              <C>           <C>           
<>c>               <C>        <C>
QuikTrip Stores
  Tulsa, OK        $       -0-   $ 1,340,000      $      -0-    $ 1,340,000   
$  271,216         08/22/90   31 1/3
  St. Louis, MO      1,381,946     1,454,000         121,433      1,575,433      
228,294         1992/1995  31 1/2
  Alpharetta, GA          -0-     1,324,000             -0-      1,324,000        
8,275         12/03/96   20

Garden Center
  Wolfe Nursery
    Arlington, TX    1,520,000     1,700,000             -0-      1,700,000      
200,158         045/01/93  31 1/2
Miscellaneous 
   investments         828,349    15,085,426         871,636     15,957,062    
7,494,740         1976/1995  15/39
    Totals         $3,730,295    $20,903,426      $  993,069    $21,896,495   
$8,202,683

<captions>
NOTE TO SCHEDULE III
                                                 Real  Estate
                                     1996            1995            1994
<S>                             <C>             <C>             <C>
Balance, Beginning of period     $20,572,495     $20,105,570     $18,616,751
  additions                        1,324,000         515,247       1,818,637
                                 -----------     -----------     -----------
                                  21,896,495      20,620,817      20,435,388
  Reductions                             -0-          48,322         329,818
                                 -----------     -----------     -----------
Balance, End of period           $21,896,495     $20,572,495     $20,105,570
                                 ===========     ===========     ===========


                                               Accumulated Depreciation
                                                 Real  Estate
                                     1996            1995            1994
<S>                             <C>             <C>             <C>
Balance, Beginning of period     $ 7,432,040     $ 6,713,694     $ 6,194,580
  additions                          770,643         763,668         750,536
                                 -----------     -----------     -----------
                                   8,202,683       7,477,362       6,945,116
  Reductions                             -0-          45,322         231,422
                                 -----------     -----------     -----------
Balance, End of period           $ 8,202,683     $ 7,432,040     $ 6,713,694
                                 ===========     ===========     ===========
</TABLE>