Securities and Exchange Commission
                                
                     Washington, D.C. 20549
                                
                                
                            FORM 10-Q
                                

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13
     OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1997

                               or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
     15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from _____________ to  ______________
     
Commission file number 1-12193

                       ARDEN REALTY, INC.
     (Exact name of registrant as specified in its charter)

        Maryland                                95-4578533
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               (Identification No.)

   9100 Wilshire Boulevard,
   East Tower Suite 700]
    Beverly Hills, California                  90212
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  (310) 271- 8600

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

The number of shares of the registrant's common stock, $.01 par
value, outstanding as of August 14, 1997: 35,442,833 shares.

Part I - Financial Information

ITEM 1.   FINANCIAL STATEMENTS
<TABLE>
                       Arden Realty, Inc.
                   Consolidated Balance Sheets
               (in thousands, except share amounts)

<S>                                  <C>               <C>
                                    June 30, 1997  December 31, 1996
Assets                               (Unaudited)
Commercial office properties:
   Land                              $ 177,050         $ 116,513
   Buildings and improvements          601,984           417,970
   Tenant improvements                  16,204            12,224
                                       795,238           546,707
   Less: accumulated depreciation      (24,731)          (17,139)
                                       770,507           529,568
Cash and cash equivalents                  832             7,632
Restricted cash                          4,000                --
Rent and other receivables               3,144             2,293
Deferred rent                            7,288             6,069
Leasing commissions, net of
accumulated amortization of $1,194
and $766, respectively                   4,513             3,160
Prepaid financing costs, net of
 accumulated amortization of $282
 and $93, respectively                   5,369               853
Prepaid expenses and other assets        5,821             1,681
     Total assets                    $ 801,474         $ 551,256

Liabilities

Mortgage loans payable               $ 175,000         $ 104,000
Secured line of credit                  26,700                --
Unsecured lines of credit              193,900            51,000
Accounts payable and accrued
 expenses                               13,483             6,178
Security deposits                        4,982             3,590
Dividends and distributions
   payable                               8,677             8,844
      Total liabilities                422,742           173,612

Minority interests in Operating
 Partnership                            47,475            45,667

Stockholders' Equity
Preferred stock, $.01 par value,
 20,000,000 shares authorized,
  none issued                              --                 --
Common stock, $.01 par value,
 100,000,000 shares authorized,
 21,692,833 and 21,679,500
  issued and outstanding                  217                217
Additional paid-in capital            331,040            337,432
Accumulated deficit                        --             (5,672)
   Total stockholders' equity         331,257            331,977

   Total liabilities and
      stockholders' equity          $ 801,474          $ 551,256

</TABLE>
                     See accompanying notes.

<TABLE>
         Arden Realty, Inc. Consolidated Statement of Operations
                                   and
           Arden Predecessors Combined Statement of Operations
                               (Unaudited)
                 (in thousands except per share amounts)
<S>                           <C>           <C>             <C>         <C>

                              Arden Realty,     Arden      Arden Realty,   Arden 
                                  Inc.       Predecessors      Inc.      Predecessors
                             For the Three Months Ended   For the Six Months Ended
                             June 30, 1997  June 30, 1996 June 30, 1997 June 30, 1996
Revenues
  Revenues from 
     rental operations:
       Rental                 $ 26,611      $ 10,797        $ 48,503    $ 19,404
       Tenant reimbursements       931           787           1,889       1,425
       Parking, net of expenses  1,732           872           3,222       1,751
       Other rental operations     430           316           1,006         451
                                29,704        12,772          54,620      23,031
    Other income                    59           510             113       1,070
        Total revenues          29,763        13,282          54,733      24,101

Expenses
  Property expenses:
      Repairs and maintenance    3,534         1,201           6,375       2,131
      Utilities                  2,946         1,180           5,369       1,886
      Real estate taxes          1,635           589           3,013       1,291
      Insurance                    480           722             864       1,503
      Ground rent                   52            46             103          90
      Marketing and other          897           529           1,714         981
        Total property expenses  9,544         4,267          17,438       7,882
  General and administrative       931           466           1,849         830
  Interest                       5,883         8,079           8,907      14,741
  Depreciation and amortization  4,458         1,454           8,020       3,036
       Total expenses           20,816        14,266          36,214      26,489

Equity in net loss of
   noncombined entities             --           (10)             --         (94)
Income (loss) before 
   minority interests            8,947          (994)         18,519      (2,482)
Minority interests'
   share of loss of
   Arden Predecessors               --           157              --         344
Minority interests in
   Operating Partnership        (1,090)           --          (2,224)         --
Net income (loss)               $7,857         $(837)       $  16,295   $ (2,138)

  Net income per common share   $  .36                      $     .74
Weighted average common
   shares outstanding           21,885                         21,902
Cash dividends declared         $  .40                      $     .80
</TABLE>
                                    
                         See accompanying notes.

<TABLE>
                       Arden Realty, Inc.
         Consolidated Statements of Stockholders' Equity
              (in thousands, except share amounts)
<S>                           <C>        <C>        <C>              <C>         <C>
                                
                                  Common Stock        Additional                     Total
                               Shares    Amounts    Paid-in Capital  Accumulated  Stockholders'
                                                                       Deficit       Equity

Balance at October 8, 1996       100
  Retirement of originally
    issued shares               (100)
  Common Stock bonus
     to employees              5,000
  Sale of Common Stock net 
     of offering costs of
      $36,181             21,674,500       $217       $397,092                     $397,309
  Distributions paid
 to Arden Predecessors            --         --        (16,554)                     (16,554)
  Allocation of
    minority interests
    in Operating
     Partnership                  --         --        (35,301)                     (35,301)
  Net loss                        --         --             --         $(5,672)      (5,672)
Dividends declared
   and payable                    --         --         (7,805)             --       (7,805)
Balance at 
  December 31, 1996       21,679,500       $217       $337,432         $(5,672)    $331,977

Common Stock issued
  in connection with
  the exercise of
  options (unaudited)         13,333         --            267              --          267
Stock option
  compensation
  (unaudited)                     --         --             92              --           92
Secondary Offering
  costs (unaudited)               --         --            (20)             --          (20)
Net income
  (unaudited)                     --         --             --          16,295       16,295
Dividend declared
  and payable
  (unaudited)                     --         --         (6,731)        (10,623)     (17,354)
Balance at June 30,
 1997 (unaudited)         21,692,833       $217       $331,040         $    --     $331,257
</TABLE>
                     See accompanying notes.

<TABLE>
                                
     Arden Realty, Inc. Consolidated Statement of Cash Flows
                               and
       Arden Predecessors Combined Statement of Cash Flows
                           (Unaudited)
                         (in thousands)
<S>                                                 <C>                  <C>
                                            Arden Realty, Inc.       Arden Predecessors
                                                      For the Six Months Ended
                                              June 30, 1997          June 30,1996
OPERATING ACTIVITIES:
Net income (loss)                                    $16,295              $(2,138)
Adjustments to reconcile net 
   income (loss) to net cash
   provided by operating activities:
  Minority interests in operating partnership          2,224                   --
  Equity in net loss of noncombined entities              --                   94
  Loss allocable to minority interests of 
     Arden Predecessors                                   --                 (344)
  Depreciation and amortization                        8,020                3,036
  Amortization of loan costs and fees                    189                  102
  Increase in rents and other receivables               (851)              (1,482)
  Increase in deferred rent                           (1,219)              (1,218)
  Increase in prepaid financing and leasing costs     (6,521)                (575)
  Increase in prepaid expenses and other assets       (4,013)              (1,709)
  Increase in accounts payable and accrued expenses    7,305                1,328
  Increase in deferred interest                           --                4,434
  Increase in security deposits                        1,392                  485
Net cash provided by operating activities             22,821                2,013

INVESTING ACTIVITIES:
Acquisitions of and improvements to commercial
   office properties                                (247,769)             (96,827)

FINANCING ACTIVITIES:
Proceeds from mortgage loans                         246,000              100,092
Repayment of mortgage loans                         (175,000)              (4,238)
Proceeds from secured line of credit                  26,700                   --
Proceeds from unsecured lines of credit              142,900                3,657
Repayments of unsecured lines of credit                   --               (2,003)
Proceeds from issuance of Common Stock,
   net of offering costs                                 267                   --
Secondary Offering costs                                 (20)                  --
Increase in restricted cash                           (4,000)              (5,085)
Contributions from minority interests                     --                1,000
Distributions to minority interests                       --                  (38)
Owners' contributions                                     --                2,500
Owners' distributions                                     --                 (948)
Dividends paid                                       (18,699)                  --
Net cash provided by financing activities            218,148               94,937
Net (decrease) increase in cash and cash equivalents  (6,800)                 123
Cash and cash equivalents at beginning of period       7,632                  790
Cash and cash equivalents at end of period            $  832                 $913
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
Cash paid during the period for interest, 
   net of interest capitalized                       $ 6,675              $ 9,640
</TABLE>
                                
                     See accompanying notes.
                                
                       Arden Realty, Inc.
                               and
                       Arden Predecessors
                                
                  Notes to Financial Statements
                           (Unaudited)

     The consolidated financial statements of Arden Realty, Inc.,
(the  "Company")  and the combined financial  statements  of  the
Arden   Predecessors  included  herein  have  been  prepared   in
accordance  with  Securities and Exchange Commission  Regulations
and  therefore  do  not  include all disclosures  required  under
generally accepted accounting principles.  Reference is  made  to
the  audited  financial statements filed with Form 10-K  for  the
period  October 9, 1996 to December 31, 1996 for the Company  and
for  the period January 1, 1996 to October 8, 1996 for the  Arden
Predecessors with respect to significant accounting and financial
reporting policies as well as other pertinent information of  the
Company  and  the  Arden Predecessors.  The financial  statements
reflect  all adjustments which are, in the opinion of management,
of  a  normal recurring nature and necessary for a fair statement
of   the  results  for the interim periods.  Interim  results  of
operations  are not necessarily indicative of the results  to  be
expected for the full year.

1.  Organization and Formation of the Company

      Arden  Realty,  Inc., through its controlling  interest  in
Arden  Realty  Limited Partnership (the "Operating Partnership"),
is engaged in the ownership, acquisition, management, renovation,
operation, and leasing of commercial office properties located in
Southern California.  As of June 30, 1997 the Company's portfolio
of  properties  included 45 office properties  (collectively  the
"Properties").

      The  Company was incorporated in Maryland in May  1996  and
formed  to continue and expand the real estate business of  Arden
Realty Group, Inc. and a group of affiliated entities (the "Arden
Predecessors").   On  October 9, 1996, the Company  completed  an
initial public offering (the "Offering") of 18,847,500 shares  of
$.01  par  value common stock (the "Common Stock").  The Offering
price  was  $20.00  per  share, resulting in  gross  proceeds  of
$376,950,000.    Also  on  October  9,  1996,  the   underwriters
exercised  their  overallotment  option  and,  accordingly,   the
Company issued an additional 2,827,000 shares of Common Stock and
received  gross proceeds of $56,540,000.  The aggregate  proceeds
to  the Company, net of underwriters' discount, advisory fee  and
offering   costs  aggregating  $36,181,000,  were   approximately
$397,309,000.

      Concurrently  with the consummation of  the  Offering,  the
Company and the Operating Partnership, together with the partners
and   members  of  the  Arden  Predecessors  (collectively,   the
"Participants"),  engaged in certain formation transactions  (the
"Formation Transactions") which, among other things, resulted  in
the acquisition by the Company and Operating Partnership of 24 of
the 45 Properties (the "Initial Properties").

     The Formation Transactions included the following:

o    Pursuant   to   separate  option  agreements  (the   "Option
     Agreements"),  the  Company acquired for cash  from  certain
     participants  in  the  Formation  Transactions  (the   "Cash
     Participants") the interests owned by such Cash Participants in
     certain of the Arden Predecessors and in certain of the Initial
     Properties.  The Company paid approximately $26.8  million from
     the  net proceeds of the Offering for such interests,  which
     represented 31.7% of the ownership interests in the  Initial
     Properties acquired by the Company.

o    The  Company  contributed (i) the  interests  in  the  Arden
     Predecessors and in the Initial Properties acquired pursuant to
     the Option Agreements and (ii) the net proceeds from the Offering
     (after payment of the cash consideration to the Cash Participants
     as described above) to the Operating Partnership in exchange for
     an 88.2% general partner interest in the Operating Partnership,
     representing the sole general partnership interest.

o    Pursuant   to   separate   contribution   agreements    (the
     "Contribution   Agreements"),   the   following   additional
     contributions were made by certain other participants in the
     Formation Transactions (the "Unit Participants") to the Operating
     Partnership in exchange for limited partner interests in the
     Operating Partnership ("OP Units"): (i) the remaining interests
     in  the  Arden  Predecessors and in certain of  the  Initial
     Properties (i.e., all interests not acquired by the  Company
     pursuant to the Option Agreements) and (ii) certain  assets,
     including management contracts relating to certain of the Initial
     Properties and the contract rights to purchase two properties
     (303  Glenoaks and 12501 East Imperial Highway).   The  Unit
     Participants  making such contributions (a  total  of  seven
     individuals and entities including Arden Realty Group, Inc.,
     Richard Ziman, Victor Coleman, and Arthur Gilbert), received an
     aggregate of 2,889,071 OP Units, with a value of approximately
     $57.8 million based on the initial public offering price of the
     common stock.

o    The  Company,  through the Operating Partnership,  borrowed,
     from  an affiliate of Lehman Brothers, $57 million aggregate
     principal amount under a one year interim loan  (the "Interim
     Financing")  which was non-recourse to the Company  and  the
     Operating Partnership and was secured by cross-collateralized and
     cross-defaulted first mortgage liens on nine of the  Initial
     Properties.

o    Approximately  $33  million  of  the  net  proceeds  of  the
     Offering were used by the Operating Partnership to purchase two
     properties, 303 Glenoaks and 12501 East Imperial Highway.

o    The  Company used a portion of the proceeds of the  Offering
     and the Interim Financing to repay approximately $370 million of
     mortgage debt secured by the Initial Properties and indebtedness
     outstanding  under lines of credit assumed by the  Operating
     Partnership in the Formation Transactions.

2.  Basis of Presentation and Summary of Other Significant
Accounting Policies

Arden Realty, Inc.

      The  accompanying consolidated financial statements of  the
Company  include  the accounts of the Company and  the  Operating
Partnership.    All   significant   intercompany   balances   and
transactions have been eliminated in consolidation.

      The  minority  interests at June  30,  1997  represented  a
limited  partnership  interest in the  Operating  Partnership  of
approximately 12%.

Arden Predecessors

      The Arden Predecessors were not a legal entity but rather a
combination  of  partnerships  and  an  affiliated  real   estate
management  corporation.  The properties and  entities  were  all
managed  by Messrs. Ziman and Coleman.  In those instances  where
the  financial interests held by Messrs. Ziman, Coleman,  Gilbert
and   their  affiliates  were  also  controlling  interests,  the
entities   have  been  combined  in  the  accompanying  financial
statements.   Minority  interests have been  recorded  for  those
entities that the affiliated Participants controlled but were not
wholly-owned.  Where controlling interests were not held by these
affiliated Participants, or the affiliated Participants  did  not
have unilateral right to refinance the debt on the property,  the
entities   were  accounted  for  as  investments  in  noncombined
entities utilizing the equity method of accounting.

3.  Mortgage Loans Payable and Credit Facilities

      On June 11, 1997, the Company refinanced, through a special
purpose  subsidiary, its existing $175 million mortgage financing
with  a  new  $175  million  mortgage  financing  (the  "Mortgage
Financing")  from an affiliate of Lehman Brothers.  The  Mortgage
Financing   is   non-recourse  and  secured   by   fully   cross-
collateralized and cross-defaulted first mortgage liens on 18  of
the  Company's  Properties (the "Mortgage Financing  Properties")
and  has  a  fifteen  year  term.  The Mortgage  Financing  bears
interest at a fixed rate of 7.52%, is anticipated to be repaid in
seven  years and requires monthly payments of interest only  with
all  principal  due  in a balloon payment at  maturity.   If  the
Mortgage  Financing  is  not repaid or  refinanced  within  seven
years,  the interest rate increases by at least 2% and all excess
cash flow from the Mortgage Financing Properties must be used  to
pay   down   principal.   The  Mortgage  Financing  documentation
requires the Company to maintain a reserve of $4 million  and  to
comply   with  certain  customary  financial  covenants,  ongoing
operational restrictions, and certain cash management procedures.
In  addition,  the  Mortgage Financing prohibits  prepayment  for
approximately three years from its origination.

      On May 5, 1997, the Company entered into a revolving credit
agreement  with  Wells Fargo Bank (The "Bridge  Facility").   The
Bridge  Facility  was  unsecured,  with  a  total  commitment  of
$110,000,000.

      On  June  11,  1997, the Company amended its  then-existing
credit facility with a $300 million unsecured line of credit (the
"Amended  Credit Facility") from a group of banks  led  by  Wells
Fargo  Bank  (the "Lenders").  The interest rate of  the  Amended
Credit  Facility ranges between LIBOR plus 1.2%  and  LIBOR  plus
1.45%  depending on the leverage ratio of the Company.  Once  the
Company  achieves an unsecured investment grade debt rating,  the
interest rate may be lowered to between LIBOR plus 0.9% and LIBOR
plus   1.15%  depending  on  such  debt  rating.   Under  certain
circumstances, the Company has the option to convert the interest
rate  from  LIBOR  to  the prime rate plus  0.5%.  The  aggregate
outstanding   balance   on  the  Amended  Credit   Facility   was
$183,900,000  as  of June 30, 1997.  The Amended Credit  Facility
has  been  and will be used, among other things, to  finance  the
acquisition  of properties, provide funds for tenant improvements
and  capital  expenditures and provide for  working  capital  and
other  corporate purposes.  The outstanding principal balance  is
due  on  June 1, 2000.  The LIBOR rate was 5.7% and 5.6% at  June
30, 1997 and December 31, 1996, respectively.

       The  Amended  Credit  Facility  is  subject  to  customary
conditions  to borrowing, contains representations and warranties
and defaults customary in REIT financings, and contains financial
covenants,  including  requirements for a  minimum  tangible  net
worth, maximum liabilities to asset values, and minimum interest,
unsecured   interest  and  fixed  charge  coverage  ratios   (all
calculated   as   defined   in  the   Amended   Credit   Facility
documentation)   and   requirements  to  maintain   a   pool   of
unencumbered    properties    which    meet    certain    defined
characteristics  and  are approved by the Lenders.   The  Amended
Credit  Facility  also  contains  restrictions  on,  among  other
things,  indebtedness,  investments,  distributions,  liens   and
mergers.

     Pursuant to a separate agreement, Wells Fargo advanced $28.7
million, of which $2 million was advanced subsequent to June  30,
1997, to the Company (the "Secured Advance"). This advance, which
was  secured  by two Properties, accrued interest  at  the  Wells
Fargo  Prime Rate and matured on July 10, 1997 at which time  the
Company  repaid the Secured Advance with a $28.7 million draw  on
the Amended Credit Facility.  The Wells Fargo Prime Rate was 8.5%
at June 30, 1997.

      The  Company  also has an unsecured line of credit  with  a
total  commitment  of $10,000,000 from City  National  Bank  (the
"City  National  Credit  Facility").  The  City  National  Credit
Facility  accrues interest at the City National Bank  Prime  Rate
less  0.875%, and is scheduled to mature on August 1, 1998.   The
City  National  Credit Facility is used, among other  things,  to
provide  funds  for tenant improvements and capital  expenditures
and provide for working capital and other corporate purposes.  At
June  30,  1997  the aggregate outstanding balance  on  the  City
National Credit Facility was $10,000,000.  The City National Bank
Prime Rate was 8.5% at June 30, 1997.

     Effective January 2, 1997, the Company entered into interest
rate  floor and cap transactions with a notional amount  of  $155
million (collectively, the "Swap Agreement"), to convert floating
rate  liabilities to fixed rate liabilities.  The Swap  Agreement
enables the Company to fix the LIBOR portion of its floating rate
liabilities at 6.6% through March 2004.

Subsequent Event:

     In July 1997, the Company assumed a $5,000,000 mortgage note
payable  in  connection with the acquisition of 299 Euclid.   The
note  bears interest of 7%, requires monthly payments of interest
only, and matures on July 1, 2002.

4.   Commercial  Office  Properties and Furniture,  Fixtures  and
Equipment

       In   March  1997,  the  Company  completed  a  series   of
transactions  to  acquire  four  office  properties  located   in
California, including a 109,187 square foot building  located  in
Glendale from a related party for $10.2 million, an 80,014 square
foot  building  in  Woodland Hills for $7.5  million,  a  135,415
square foot building in Whittier for $14.3 million, and a 155,189
square  foot  building  in Bakersfield for  $19.5  million.   The
Company  plans  to spend approximately $4 million on  renovations
over  the  next  15 months on the property located  in  Glendale.
These  acquisitions  were funded with existing  working  capital,
proceeds  from the mortgage financing payable to Lehman  Brothers
and  draws  from the City National Credit Facility.  In addition,
26,880  OP Units valued at approximately $763,000 were issued  in
conjunction  with  the  purchase  of  the  property  located   in
Bakersfield.

      In April 1997, the Company purchased four office properties
located  in  California, including a 43,063 square foot  building
located  in  Woodland  Hills for approximately  $5.2  million,  a
51,828  square  foot building in Sherman Oaks  for  approximately
$6.7  million, a 92,486 square foot building in West Los  Angeles
for  approximately  $10.6  million  and  a  202,830  square  foot
building  in  Gardena  for approximately  $19.1  million.   These
acquisitions   were  funded  with  proceeds  from  the   mortgage
financing  payable to Lehman Brothers and draws from  the  Credit
Facility.

      In  May  1997, the Company purchased two office  properties
located  in  California, including a 417,463 square  foot  office
building in Beverly Hills for approximately $59.1 million  and  a
61,333   square   foot   office  property  in   Bakersfield   for
approximately $7.5 million.  These acquisitions were funded  with
proceeds from the Bridge Facility.

      In  June 1997, the Company purchased a 597,550 square  foot
office  property in La Palma, California for approximately  $80.2
million.   This  acquisition was funded with  proceeds  from  the
secured loan with Wells Fargo Bank.

Subsequent Events:

      In  July 1997, the Company purchased five office properties
located  in  California, including a 73,400  square  foot  office
property  in  Pasadena for approximately $7.3 million,  a  63,925
square  foot  office  property in Gardena for approximately  $4.5
million,  a  223,731 square foot office property in Torrance  for
approximately  $25.2  million,  a  107,653  square  foot   office
property               in               Oxnard                for
approximately  $14.1 million, and a 105,436  square  foot  office
property  in  Torrance  for approximately $11.8  million.   These
acquisitions were funded with existing working capital,  proceeds
from the Secured Advance with Wells Fargo Bank, the assumption of
a   $5,000,000  mortgage  note  payable  and  proceeds  from  the
Secondary Offering (as defined in Note 5).

       In   August  1997,  the  Company  purchased  three  office
properties located in California, including a 115,061 square foot
office  property  in  Irvine for approximately  $7.3  million,  a
172,900  square  foot  office  property  in  Laguna  Niguel   for
approximately  $28.3 million, and a 103,506  square  foot  office
property  in Santa Monica for approximately $11.8 million.  These
acquisitions were funded with existing working capital,  proceeds
from  the  Bridge  Facility,  and  proceeds  from  the  Secondary
Offering (as defined in Note 5).


5.  Stockholders Equity

      In  March 1997, options to purchase 13,333 shares of Common
Stock were exercised.

      On  March 28, 1997, the Operating Partnership issued 26,880
OP  Units valued at approximately $763,000 in connection with the
acquisition of the property located in Bakersfield, California.

      Net  income  per  share was calculated using  the  weighted
average number of shares outstanding of 21,885,073 and 21,901,655
for  the  three  months  and  six months  ended  June  30,  1997,
respectively.

      In  February 1997, the Financial Accounting Standards Board
(FASB),  issued Statement of Financial Accounting  Standards  No.
128  "Earnings  Per Share" which is required  to  be  adopted  on
December 31, 1997.  At that time the Company will be required  to
change  the method currently used to compute earnings  per  share
and to restate all prior periods.  Under the new requirements for
calculating  primary earnings per share, the dilutive  effect  of
stock  options will be excluded.  This will not have  a  material
impact on primary earnings per share for the six months and three
months ended June 30, 1997.

Subsequent Event:

      On  July  23,  1997, the Company completed a second  public
offering  (the  "Secondary Offering")  of  12,000,000  shares  of
Common Stock.  The Secondary Offering price was $26.125 per share
resulting in gross proceeds of $313,500,000.  Also, on  July  23,
1997, the underwriters exercised their overallotment option  and,
accordingly, the Company issued an additional 1,750,000 shares of
Common  Stock  and  received gross proceeds of  $45,718,750.  The
aggregate proceeds to the Company, net of underwriters'  discount
and  offering  costs aggregating $18,588,000, were  approximately
$340,631,000.

ITEM 2.  MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Overview
       The  following  discussion  relates  to  the  consolidated
financial  statements of the Company and the  combined  financial
statements  of  the  Arden Predecessors, and should  be  read  in
conjunction  with  the  financial statements  and  related  notes
thereto included in the Form 10-K for the period October 9,  1996
to  December 31, 1996 for the Company and for the period  January
1, 1996 to October 8, 1996 for the Arden Predecessors.

     During the first six months of 1997, the Company acquired 11
office  properties  for approximately $240 million,  encompassing
approximately 1,946,000 square feet.  Through these acquisitions,
the  Company increased total assets to $801.5 million,  including
real   estate  assets  of  $770.5  million  (net  of  accumulated
depreciation) at June 30, 1997.

      The  Company expects that a significant part of its revenue
growth  in  the  next one to two years will come from  additional
property  acquisitions.  The Company also believes that,  if  the
Southern  California office rental market continues  to  improve,
occupancy  and  rental rate increases will become  a  substantial
part of its revenue growth over time.

Results of Operations

      Comparison of the six months ended June 30, 1997 to the six
months  ended June 30, 1996.  In order for a meaningful  analysis
of the financial statements to be made, the revenues and expenses
for  the  noncombined entities for the six months ended June  30,
1996  have  been  included as though they were  combined  in  the
following analysis.  Intercompany management fees relating to the
noncombined entities of $435,000 have been eliminated.
<TABLE>
   Six months ended June 30, 1997 compared to six months ended June 30, 1996
                             (in thousands except percentage data)
<S>                                  <C>      <C>       <C>        <C>
                                     Six Months Ended
                                          June 30,      Dollar  Percent
                                     1997        1996   Change   Change
Revenue
 Revenues from rental operations:
   Rental                            $48,503  $27,341   $21,162    77%
   Tenant reimbursements               1,889    1,732       157     9
   Parking, net of expense             3,222    2,261       961    43
   Other rental operations             1,006      567       439    77
                                      54,620   31,901    22,719    71
 Other income                            113      686      (573)  (84)
     Total revenues                  $54,733  $32,587   $22,146    68%

Expenses
 Property expenses:
   Repairs and maintenance           $ 6,375    3,178     3,197   101%
   Utilities                           5,369    2,858     2,511    88
   Real estate taxes                   3,013    1,832     1,181    64
   Insurance                             864    1,681      (817)  (49)
   Ground rent                           103       97         6     6
   Marketing and other                 1,714    1,465       249    17
     Total property expenses         $17,438   11,111     6,327    57
 General and administrative            1,849      830     1,019   123
 Interest                              8,907   19,058   (10,151)  (53)
 Depreciation and amortization         8,020    4,709     3,311    70
     Total expenses                  $36,214  $35,708   $   506     1%
</TABLE>

     Rental revenue increased approximately $21.1 million or  77%
for the six months ended June 30, 1997 compared to the six months
ended June 30, 1996.  Rental revenue from the properties acquired
in  1996 increased approximately $15.6 million for the six months
ended June 30, 1997 compared to the prior year, reflecting a full
six  months  of  rental  revenue from  such  properties.   Rental
revenue  from properties acquired in the first half of  1997  was
$4.7  million  for  the six months ended June 30,  1997.   Rental
revenue  from  the  properties owned for all  of  1996  and  1997
increased  approximately $800,000 for the six months  ended  June
30,  1997  compared to the prior year, primarily  resulting  from
increased occupancy.

      Tenant reimbursements increased $157,000 or 9% for the  six
months ended June 30, 1997 compared to the six months ended  June
30, 1996.  Tenant reimbursements from the properties acquired  in
1996  increased approximately $428,000 for the six  months  ended
June  30, 1997 compared to the prior year.  Tenant reimbursements
from  the  properties acquired in the first  half  of  1997  were
$70,000  for  the  six  months  ended  June  30,  1997.    Tenant
reimbursements from the properties owned for all of 1996 and 1997
decreased  approximately $341,000 for the six months  ended  June
30,  1997  compared to the prior year, as a result  of  resetting
base  years  for  leases  that were renewed  or  retenanted,  and
reductions in reimbursable property expenses.

      Parking  revenue increased by $961,000 or 43% for  the  six
months ended June 30, 1997 compared to the six months ended  June
30,  1996.  Parking revenue from the properties acquired in  1996
increased  approximately $563,000 for the six months  ended  June
30,  1997  compared to the prior year.  Parking revenue from  the
properties  acquired in the first half of 1997 was  $213,000  for
the  six  months ended June 30, 1997.  Parking revenue  from  the
properties owned for all of 1996 and 1997 increased approximately
$185,000 for the six months ended June 30, 1997 compared  to  the
prior year primarily resulting from increased occupancy.

     Other    rental   operations,   consisting   primarily    of
miscellaneous tenant charges such as after hours utility and HVAC
charges,  increased by $439,000 or 77% for the six  months  ended
June  30, 1997 compared to the prior year.  The increase in other
rental operations associated with the properties acquired in 1996
was   $393,000.   Other  rental  operations  revenues  from   the
properties  purchased  in the first half of  1997  were  $29,000.
Other  rental operations revenues from the properties  owned  for
all of 1996 and 1997 decreased approximately $17,000.

      Other  income  decreased by $573,000 due  to  decreases  in
management  fees from third party-owned properties  and  interest
income from restricted cash balances.

      For  the  six  months ended June 30, 1997,  total  property
expenses  were  $17.4  million, or 32% of  revenues  from  rental
operations,  compared  with  total  property  expenses  of  $11.1
million  or  35% of revenues from rental operations for  the  six
months  ended  June  30, 1996.  The increase  in  total  property
expenses associated with the properties acquired in 1996 was $5.1
million,  reflecting a full six months of property expenses  from
such  properties.  Property expenses from properties acquired  in
the first half of 1997 were $1.4 million.  Property expenses from
the   properties  owned  for  all  of  1996  and  1997  decreased
approximately  $200,000 for the six months ended  June  30,  1997
compared  to  the  prior year. This decrease  in  total  property
expenses  resulted from a decrease in insurance costs  due  to  a
more favorable insurance policy.

       General   and   administrative   expenses   increased   by
approximately $1.0 million or 123% for the six months ended  June
30,  1997  compared to the prior year, resulting  from  increased
management and administrative costs associated with the increased
portfolio size and the operations of the Company as a public real
estate investment trust.

     Interest expense decreased by approximately $10.2 million or
53%  for  the six months ended June 30, 1997 compared to the  six
months ended June 30, 1996, primarily as a result of the decrease
in mortgage loans payable during 1997.
     
      Depreciation and amortization increased by $3.3 million  or
70%, primarily due to 1996 and 1997 acquisitions.

     The following is a comparison of property operating data for
17  of  the properties which were owned for the six months  ended
June  30,  1997  and June 30, 1996 ("Same Store Properties")  (in
thousands):
                                    Six Months Ended
                                        June 30,      Dollar   Percent
                                     1997       1996  Change   Change

  Revenues from rental operations $25,128    $24,470   $658      3%

  Property expenses                 8,131      8,340   (209)    (3)

  Net                             $16,997    $16,130   $867      5%


     Comparison  of the three months ended June 30, 1997  to  the
three  months  ended June 30, 1996.  In order  for  a  meaningful
analysis of the financial statements to be made, the revenues and
expenses for the noncombined entities for the three months  ended
June 30, 1996 have been included as though they were combined  in
the following analysis.  Intercompany management fees relating to
the noncombined entities of $232,000 have been eliminated.

 Three months ended June 30, 1997 compared to three months ended
                          June 30, 1996
              (in thousands except percentage data)
                                
<TABLE>
<S>                                <C>        <C>         <C>       <C>
                                    Three Months Ended
                                         June 30,         Dollar  Percent
                                    1997          1996    Change  Change
Revenue
  Revenues from rental operations:
    Rental                         $ 26,611   $ 14,870    $11,741   79%
    Tenant reimbursements               931        974        (43)  (4)
    Parking, net of expense           1,732      1,119        613   55
    Other rental operations             430        392         38   10
                                     29,704     17,355     12,349   71
  Other income                           59        304       (245) (81)
     Total revenues                  29,763     17,659     12,104   69

Expenses
  Property expenses:
    Repairs and maintenance           3,534      1,738      1,796  103%
    Utilities                         2,946      1,721      1,225   71
    Real estate taxes                 1,635        875        760   87
    Insurance                           480        809       (329) (41)
    Ground rent                          52         50          2    4
    Marketing and other                 897        733        164   22
      Total property expenses         9,544      5,926      3,618   61
  General and administrative            931        466        465  100
  Interest                            5,883     10,266     (4,383) (43)
  Depreciation and amortization       4,458      2,313      2,145   93
     Total expenses                $ 20,816    $18,971    $ 1,845   10%
</TABLE>

     Rental revenue increased approximately $11.7 million or  79%
for  the  three months ended June 30, 1997 compared to the  three
months  ended June 30, 1996.  Rental revenue from the  properties
acquired  in  1996 increased approximately $6.6 million  for  the
three  months  ended June 30, 1997 compared to  the  prior  year,
reflecting  a  full  three  months of rental  revenue  from  such
properties.  Rental revenue from properties acquired in the first
half of 1997 was $4.6 million for the three months ended June 30,
1997.   Rental revenue from the properties owned for all of  1996
and  1997  increased approximately $500,000 for the three  months
ended  June  30,  1997  compared to  the  prior  year,  primarily
resulting from increased occupancy.

      Tenant reimbursements decreased $43,000 or 4% for the three
months  ended  June 30, 1997 compared to the three  months  ended
June   30,  1996.   Tenant  reimbursements  from  the  properties
acquired  in 1996 increased approximately $127,000 for the  three
months       ended       June       30,       1997       compared
to  the  prior  year.  Tenant reimbursements from the  properties
acquired  in  the first half of 1997 were $70,000 for  the  three
months  ended  June  30,  1997.  Tenant reimbursements  from  the
properties owned for all of 1996 and 1997 decreased approximately
$240,000 for the three months ended June 30, 1997 compared to the
prior  year, as a result of resetting base years for leases  that
were  renewed  or  retenanted,  and  reductions  in  reimbursable
property expenses.

      Parking revenue increased by $613,000 or 55% for the  three
months  ended  June 30, 1997 compared to the three  months  ended
June  30, 1996.  Parking revenue from the properties acquired  in
1996  increased approximately $267,000 for the six  months  ended
June  30, 1997 compared to the prior year.  Parking revenue  from
the  properties acquired in the first half of 1997  was  $212,000
for  the three months ended June 30, 1997.  Parking revenue  from
the   properties  owned  for  all  of  1996  and  1997  increased
approximately $134,000 for the three months ended June  30,  1997
compared  to  the prior year primarily resulting  from  increased
occupancy.

     Other    rental   operations,   consisting   primarily    of
miscellaneous tenant charges such as after hours utility and HVAC
charges,  increased by $38,000 or 10% for the three months  ended
June  30, 1997 compared to the prior year.  The increase in other
rental operations associated with the properties acquired in 1996
was   $128,000.   Other  rental  operations  revenues  from   the
properties  purchased  in the first half of  1997  were  $28,000.
Other  rental operations revenues from the properties  owned  for
all  of  1996 and 1997 decreased approximately $118,000 primarily
due  to a decrease in non-recurring tenant charges for the  three
months ended June 30, 1997 compared to the prior year.

      Other  income  decreased by $245,000 due  to  decreases  in
management  fees from third party-owned properties  and  interest
income from restricted cash balances.

      For  the  three months ended June 30, 1997, total  property
expenses  were  $9.5  million, or 32%  of  revenues  from  rental
operations, compared with total property expenses of $5.9 million
or  34%  of revenues from rental operations for the three  months
ended  June  30,  1996.  The increase in total property  expenses
associated with the properties acquired in 1996 was $2.4 million,
reflecting  a  full three months of property expenses  from  such
properties.   Property expenses from properties acquired  in  the
first half of 1997 were $1.4 million.  Property expenses from the
properties owned for all of 1996 and 1997 decreased approximately
$200,000 for the three months ended June 30 1997 compared to  the
prior  year.   This decrease in total property expenses  resulted
from  a  decrease  in  insurance costs due to  a  more  favorable
insurance policy.

       General   and   administrative   expenses   increased   by
approximately  $465,000 or 100% for the three months  ended  June
30,  1997  compared to the prior year, resulting  from  increased
management and administrative costs associated with the increased
portfolio size and the operations of the Company as a public real
estate investment trust.

     Interest expense decreased by approximately $4.4 million  or
43%  for  the  three months ended June 30, 1997 compared  to  the
three  months ended June 30, 1996, primarily as a result  of  the
decrease in mortgage loans payable during 1997.
     
      Depreciation and amortization increased by $2.1 million  or
93%, primarily due to 1996 and 1997 acquisitions.

     The following is a comparison of property operating data for
17  of  the properties which were owned for the six months  ended
June  30,  1997  and June 30, 1996 ("Same Store Properties")  (in
thousands):


                                 Three Months Ended
                                     June 30,         Dollar    Percent
                                 1997          1996   Change    Change
Revenue from rental operations   $12,638    $12,379    $259       2%

Property expenses                  4,117      4,305    (188)     (4)

Net                             $  8,521   $  8,074    $447       6%

Liquidity and Capital Resources

      On June 11, 1997, the Company refinanced, through a special
purpose  subsidiary, its existing $175 million mortgage financing
with the new $175 million Mortgage Financing from an affiliate of
Lehman  Brothers.   The Mortgage Financing  is  non-recourse  and
secured  by fully cross-collateralized and cross-defaulted  first
mortgage  liens  on 18 Mortgage Financing Properties  and  has  a
fifteen  year term.  The Mortgage Financing bears interest  at  a
fixed  rate of 7.52%, is anticipated to be repaid in seven  years
and requires monthly payments of interest only with all principal
due  in a balloon payment at maturity.  If the Mortgage Financing
is not repaid or refinanced within seven years, the interest rate
increases  by  at  least 2% and all excess  cash  flow  from  the
Mortgage Financing Properties must be used to pay down principal.
The  Mortgage  Financing documentation requires  the  Company  to
comply   with  certain  customary  financial  covenants,  ongoing
operational restrictions, and certain cash management procedures.
In  addition,  the  Mortgage Financing prohibits  prepayment  for
approximately three years from its origination.

     On May 5, 1997, the Company entered into its Bridge Facility
with Wells Fargo Bank.  The Bridge Facility was unsecured, with a
total  commitment of $110,000,000.  On June 11, 1997, the Company
amended its then existing credit facility with the Amended Credit
Facility  from  a  group  of  banks  led  by  Wells  Fargo   (the
"Lenders").   The  interest rate of the Amended  Credit  Facility
ranges between LIBOR plus 1.2% and LIBOR plus 1.45% depending  on
the leverage ratio of the Company.  Once the Company achieves  an
investment grade unsecured debt rating,  the interest rate may be
lowered to between LIBOR plus 0.9% and LIBOR plus 1.15% depending
on  such  debt rating.  Under certain circumstances, the  Company
has  the  option to convert the interest rate from LIBOR  to  the
prime  rate  plus  0.5%.  As of June 30, 1997, approximately  $14
million  was  available under the Amended Credit  Facility.   The
Amended  Credit Facility has been and will be used,  among  other
things,  to finance the acquisition of properties, provide  funds
for tenant improvements  and capital expenditures and provide for
working  capital  and other corporate purposes.  The  outstanding
principal  balance  is  due on June  1,  2000.   In   July  1997,
proceeds  of  $212,600,000 from the Company's Secondary  Offering
were  used to pay down the aggregate outstanding balance  on  the
Amended Credit Facility.

       The  Amended  Credit  Facility  is  subject  to  customary
conditions  to borrowing, contains representations and warranties
and defaults customary in REIT financings, and contains financial
covenants,  including  requirements for a  minimum  tangible  net
worth, maximum liabilities to asset values, and minimum interest,
unsecured   interest  and  fixed  charge  coverage  ratios   (all
calculated   as   defined   in  the   Amended   Credit   Facility
documentation)   and   requirements  to  maintain   a   pool   of
unencumbered    properties    which    meet    certain    defined
characteristics  and  are approved by the Lenders.   The  Amended
Credit  Facility  also  contains  restrictions  on,  among  other
things,  indebtedness,  investments,  distributions,  liens   and
mergers.

     Pursuant to a separate agreement, Wells Fargo advanced $28.7
million, of which $2 million was advanced subsequent to June  30,
1997,  to  the  Company. This advance, which was secured  by  two
Properties,  accrued interest at the Wells Fargo Prime  Rate  and
matured  on  July 10, 1997 at which time the Company  repaid  the
advance with a $28.7 million draw on the Amended Credit Facility.

      The  Company  also has an unsecured line of credit  with  a
total  commitment  of $10,000,000 from City National  Bank.   One
June  30, 1997 the aggregate outstanding balance was $10,000,000.
The  City  National Credit Facility accrues interest at the  City
National Bank Prime Rate less 0.875%, and is scheduled to  mature
on  August  1, 1998.  The City National Credit Facility  has  and
will  be  used, among other things, to provide funds  for  tenant
improvements  and  capital expenditures and provide  for  working
capital  and  other  corporate purposes. On  July  23,  1997  the
Company repaid the outstanding balance of $10,000,000 on the City
National   Credit  Facility  with  proceeds  from  the  Company's
Secondary Offering.

      On  July  23,  1997,  the Company completed  the  Secondary
Offering  of  12,000,000 shares of Common Stock.   The  Secondary
Offering  price was $26.125 per share resulting in gross proceeds
of  $313,500,000.   Also,  on  July 23,  1997,  the  underwriters
exercised  their  overallotment  option  and,  accordingly,   the
Company issued an additional 1,750,000 shares of Common Stock and
received  gross proceeds of $45,718,750.  The aggregate  proceeds
to  the Company, net of underwriters' discount and offering costs
aggregating    $18,588,000   were   approximately   $340,631,000.
Proceeds from the Company's Secondary Offering were used  to  pay
down the Company's Amended Credit Facility, City  National Credit
Facility, and to acquire additional office properties.

      The  Company  expects  to continue meeting  its  short-term
liquidity requirements generally through its working capital  and
net  cash provided by operating activities.  The Company believes
that  its net cash provided by operating activities will continue
to  be  sufficient to allow the Company to make any distributions
necessary  to enable the Company to continue quality as  a  REIT.
The   Company  also  believes  that  the  foregoing  sources   of
liquidity  will  be  sufficient to fund its short-term  liquidity
needs for the foreseeable future, including recurring non-revenue
enhancing  capital expenditures, tenant improvements and  leasing
commissions.

      The  Company  expects to meet certain  long-term  liquidity
requirements  such  as  property  acquisitions,  scheduled   debt
maturates,   renovations,  expansions  and  other   non-recurring
capital  improvements  through long-term  secured  and  unsecured
indebtedness  and  the issuance of additional equity  securities.
The  Company  also expects to use the remaining  funds  available
under   the   Amended  Credit  Facility  to  fund   acquisitions,
development  activities and capital improvements  on  an  interim
basis.

PART II - Other Information

Item 1.  Legal Proceedings - None

Item 2.   Changes in Securities

     In March 1997, the Operating Partnership issued 26,880 OP
Units as partial consideration in the acquisition of the property
located in Bakersfield, California.  Holders of the OP Units may
redeem part or all of their OP Units for cash, or at the election
of the Company, exchange such OP Units for shares of Common Stock
on a one-for-one basis.  This redemption/exchange right may not
be exercised prior to January 2, 1998.

     The issuance of OP Units pursuant to the above described
acquisitions constitutes a private placement of securities which
is exempt from the registration requirements of the Securities
act of 1933, as amended, pursuant to Section 4(2) and Rule 506 of
Regulation D promulgated thereunder.

Item 3.  Defaults Upon Senior Securities -  None

Item 4.  Submission of Matters to a vote of Securities Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K
     (a)  Exhibits



Exhibit
Number    Description


3.1       Amended and Restated Articles of Incorporation as filed
          as  an  exhibit to Registration Statement on Form  S-11
          (No. 333-8163) and incorporated herein by reference.

3.2       By-Laws  of  Registrant  as  filed  as  an  exhibit  to
          Registration Statement on Form S-11 (No. 333-8163)  and
          incorporated herein by reference.

10.1      Amended  and  Restated Agreement of Limited Partnership
          of  the Operating Partnership as filed as an exhibit to
          Registration Statement on Form S-11 (No. 333-8163)  and
          incorporated herein by reference.

10.2      1996  Stock  Option and Incentive Plan as filed  as  an
          exhibit to Registration Statement on Form S-11 (No. 333-
          8163) and incorporated herein by reference.

10.3      Form   of   Officers   and  Directors   Indemnification
          Agreement  as  filed  as  an  exhibit  to  Registration
          Statement  on Form S-11 (No. 333-8163) and incorporated
          herein by reference.

10.4      Employment Agreement between the Company and Mr.  Ziman
          as  filed  as  an exhibit to Registration Statement  on
          Form  S-11  (No. 333-8163) and incorporated  herein  by
          reference.

10.5      Employment  Agreement  between  the  Company  and   Mr.
          Coleman   as   filed  as  an  exhibit  to  Registration
          Statement  on Form S-11 (No. 333-8163) and incorporated
          herein by reference.

10.6      Employment Agreement between the Company and Ms.  Laing
          as  filed  as  an exhibit to Registration Statement  on
          Form  S-11  (No. 333-8163) and incorporated  herein  by
          reference.

10.7      Miscellaneous Rights Agreement among the  Company,  the
          Operating  Partnership, NAMIZ, Inc. and  Mr.  Ziman  as
          filed as an exhibit to Registration Statement on Form S-
          11 (No. 333-8163) and incorporated herein by reference.

10.8      Credit Facility documentation consisting of First Amended
          and Restated Revolving Credit Agreement by and among the 
          Operating Partnership and Chase Manhattan Bank, Lehman
          Brothers Realty Corporation and Wells Fargo Bank as filed as 
          an exhibit to Registration Statement on Form S-11 (No. 333-30059)
          and incorporated herein by reference.

10.9      Mortgage Financing documentation consisting of Loan Agreement by 
          and between the Company's special purpose financing subisidary and 
          Lehman Brothers Realty Corporation (the Loan Agreement includes the
          Mortgage Note, Dead of Trust, and form of Tenant Estoppel Certificate
          and Agreement as exhibits) as filed as an exhibit to Registration
          Statement of Form S-11 (No. 333-30059) and incorporated herein
          by reference.

11.1      Computation of Fully-Diluted Earnings Per Share.

27        Financial Data Schedule


     (b) Reports on Form 8-K

      A report on Form 8-K dated May 22, 1997 (as amended by Form
8-K/A  dated  July 8, 1997) was filed which included  information
regarding  Items  2  and 7.  Included in Item  7  were  financial
statements, pro forma information and exhibits.  The Form 8-K was
filed  in  connection  with  the Company's  acquisition  of  nine
suburban office properties.

      A  report  on Form 8-K dated July 9, 1997 was  filed  which
included  information regarding Items 2, 5, and 7.   Included  in
Item  7  were  financial  statements, pro forma  information  and
exhibits.   The  Form  8-K  was  filed  in  connection  with  the
Company's acquisition of  two suburban office properties.

      A  report on Form 8-K dated July 31, 1997  was filed  which
included information regarding Items 2 and 7.  Included in Item 7
were  financial statements, pro forma information  and  exhibits.
The   Form  8-K  was  filed  in  connection  with  the  Company's
acquisition of eight suburban office properties.


Signatures

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                          ARDEN REALTY, INC.

                          By:  /s/ Diana M. Laing
                          Diana M. Laing
                          Chief Financial Officer
               (Principal Financial and Accounting Officer)

Date:  August 14, 1997
                               27