United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Walden Residential Properties Incorporated
(Name of issuer)
9.20% Preferred Shares
(title of class securities)
931210504
(CUSIP number)
Check if a fee is being paid with this statement. (A fee is not requi
red only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See rule 13d-7).
CUSIP No. 931210504 Schedule 13G
1 - NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eaton Vance Management
#04-3101341
2 - CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) Group Disclaimed _X_
3 - SEC USE ONLY
4 - CITIZENSHIP OF PLACE OF ORGANIZATION
Boston, Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 - SOLE VOTING POWER 340,000 Shares
6 - SHARED VOTING POWER 0 Shares
7 - SOLE DISPOSITIVE POWER 340,000 Shares
8 - SHARED DISPOSITIVE POWER 0 Shares
9 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,000 Shares
10 - CHECK BOX IF THE AGGREGATE AMOUNT ON ROW (9) EXCLUDES CERTAIN
SHARES
11 - PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW 9
8.5%
12 - TYPE OF REPORTING PERSON
IA
CUSIP No. 931210504 Schedule 13G
Item 1(a) Name of Issuer:
Walden Residential Properties Incorporated
Item 1(b) Address of Issuer's Principal Executive Office:
One Lincoln Centre, 5400 LBJ Freeway, LB45
Suite 400, Dallas, TX 75240
Item 2(a) Name of Person Filing:
Eaton Vance Management
Item 2(b) Address of Principal Business Office of Person Filing:
24 Federal Street, Boston, Massachusetts 02110
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
9.20% Preferred Shares
Item 2(e) CUSIP Number
931210504
Item 3 Eligibility to File Schedule 13G:
Eaton Vance Management, including its subsidiaries, is an investment adviser
registered under Section 203 of the Investment Adviser Act of 1940, and acts
as investment adviser to investment companies registered under Section 8 of
the Investment Company Act of 1940.
Item 4 Ownership:
(a) As of December 31, 1996:
Total Return Portfolio, a New York State Trust, beneficially owned 340,000 of
the issuers 9.20% Preferred Shares (or 8.5% of the 4,000,000 shares believed
to be outstanding)
CUSIP No. 931210504 Schedule 13G
By virtue of rule 13d-3(a)(2) under the Securities Exchange Act of 1934,
Eaton Vance Management, including its subsidiaries, in its capacity as
investment adviser may be deemed the beneficial owner of 340,000 of the
issuers 9.20% Preferred Shares (or 8.5% of the 4,000,000 shares believed to
be outstanding), in as much as said investment adviser has investment power
with respect to such shares.
(b) As of December 31, 1996:
Total Return Portfolio, a New York State Trust, has the sole power to vote or
to direct the vote of 340,000 of the issuers 9.20% Preferred Shares and the
sole power to dispose or direct the disposition of 340,000 of the issuers
9.20% Preferred Shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the
Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
DISCLAIMER
Eaton Vance Management disclaims and the Portfolio referred to herein
disclaims that it acts or has ever acted (or has ever agreed to act) with any
other person (including, without limitation, any one or more of the other
entities referred to in this statement or any associate thereof) as a general
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding, voting or disposing of equity securities of the issuer
within the meaning of Section 13(d)(3) of the Securities Ex
any such action or agreement.
CERTIFICATION AND SIGNATURE
Eaton Vance Management certifies that it is a person entitled to file
statements on Schedule 13G under Rule 13d-1(b)(1) promulgated under the
Securities Exchange Act of 1934, and the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing control of
the issuer of such securities and were not acquired in connection with or as
a participant in any transaction having such purpose or effect .
After reasonable inquiry and to the best of its knowledge and
belief, Eaton Vance Management certifies that the information set
forth in this Amendment is true, complete and correct.
EATON VANCE MANAGEMENT
February 13, 1997 By: Douglas C. Miller
Assistant Vice President
