PACIFIC GATEWAY PROPERTIES INC
10-Q/A, 1996-08-30
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                SECURITIES AND EXCHANGE COMMISSION     

                     WASHINGTON, D.C.  20549

                          FORM 10-Q/A-2

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


          For the quarterly period ended March 31, 1996

                                OR

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

                  Commission File Number 1-8692

                 PACIFIC GATEWAY PROPERTIES, INC.
      (Exact name of Registrant as specified in its charter)

                NEW YORK                               04-2816560    
     (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)
         
ONE RINCON CENTER, 101 SPEAR STREET, SUITE 215, SAN FRANCISCO, CALIFORNIA
94105
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (415) 543-8600

                                Not Applicable                                 
 
(Former name, former address and former fiscal year, if changed since last
report)

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      

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 31, 1996: 

$1.00 Par Value Common Stock                         3,892,596         
    (Title of Class)                       (Number of Shares Outstanding)  


                                 
                 PACIFIC GATEWAY PROPERTIES, INC.

                              INDEX


ITEM 6.  Exhibits on Form 10Q

a)     Financial Data Schedule














































                                      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 thereunto duly authorized.


                PACIFIC GATEWAY PROPERTIES, INC.              
                       Registrant
                            


Date: August 29, 1996  Raymond V. Marino                     
                Raymond V. Marino
                President and Chief Executive Officer





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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             853
<SECURITIES>                                         0
<RECEIVABLES>                                      316
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,806
<PP&E>                                          45,869
<DEPRECIATION>                                  12,615
<TOTAL-ASSETS>                                  65,861
<CURRENT-LIABILITIES>                            2,011
<BONDS>                                         61,104
                                0
                                          0
<COMMON>                                         4,011
<OTHER-SE>                                     (12,608)
<TOTAL-LIABILITY-AND-EQUITY>                    65,861
<SALES>                                              0
<TOTAL-REVENUES>                                 5,677
<CGS>                                                0
<TOTAL-COSTS>                                    3,718
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 996
<INCOME-PRETAX>                                    963
<INCOME-TAX>                                       374
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       589
<EPS-PRIMARY>                                      .15
<EPS-DILUTED>                                      .14
        

</TABLE>


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