CONAM REALTY PENSION INVESTORS
10-Q/A, 1998-04-27
REAL ESTATE
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<PAGE>

                  United States Securities and Exchange Commission
                               Washington, D.C. 20549

                                    FORM 10-Q/A

(Mark One)
    x     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
- --------- Exchange Act of 1934
                   FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1998

or



          Transition Report Pursuant to Section 13 of 15(d) of the Securities
- --------- Exchange Act of 1934
                     For the transition period from ____ to ____


                          COMMISSION FILE NUMBER: 0-13330





                           CONAM REALTY PENSION INVESTORS
                           ------------------------------
                                 formerly known as
                       HUTTON/CONAM REALTY PENSION INVESTORS
                       -------------------------------------
                EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER




          New York                                          11-2673854
          --------                                          ----------
STATE OR OTHER JURISDICTION OF                            I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION                           IDENTIFICATION NO.

1764 San Diego Avenue
San Diego, Ca. 92110  Attn. Robert J. Svatos                92110-1906
- --------------------------------------------                ----------
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES                       ZIP CODE

                                   (619)-297-6771
                                   --------------
                 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE



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
                       -----   -----


<PAGE>

                                      SIGNATURES

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


                         CONAM PROPERTY SERVICES III, LTD.
                         General Partner of ConAm Realty Pension Investors

                         BY:  CONTINENTAL AMERICAN DEVELOPMENT, INC.
                              GENERAL PARTNER


Date:  April 14, 1998         BY:/s/ DANIEL J. EPSTEIN
                                     -----------------
                                     Daniel J. Epstein
                                     Director, President, and Principal
                                     Executive Officer


Date:  April 14, 1998         BY:/s/ ROBERT J. SVATOS
                                     ----------------
                                     Robert J. Svatos
                                     Chief Financial Officer






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