RIDGEWOOD PROPERTIES INC
10-Q, 1996-07-15
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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              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 May 31, 1996
                                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 0-14019


                    Ridgewood Properties, Inc.
      ------------------------------------------------------
      (Exact name of registrant as specified in its charter)

          Delaware                       58-1656330
- -------------------------------     ------------------------
(State or other jurisdiction of     (I.R.S. Employer
incorporation or organization)      Identification No.)

                 2859 Paces Ferry Road, Suite 700
                         Atlanta, Georgia
                               30339
- -------------------------------------------------------------
             (Address of principal executive offices)
                           (Zip Code)

                          (770) 434-3670
       ----------------------------------------------------
       (Registrant's telephone number, including area code)

                   N/A
       ----------------------------------------------------
       (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 _____

Common stock, par value $.01 per share - 1,088,480 shares
outstanding at May 31, 1996.

<PAGE>

<TABLE>

                           PART I.  FINANCIAL INFORMATION
                           ------------------------------
                           ITEM 1.  FINANCIAL STATEMENTS
                           -----------------------------
                    RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
                    -------------------------------------------
                            CONSOLIDATED BALANCE SHEETS
                            ---------------------------
                          MAY 31, 1996 AND AUGUST 31, 1995
                          --------------------------------
                       ($000'S omitted, except per share data)
                       ---------------------------------------
<CAPTION>
                                                (Unaudited)
                                                  May 31,   August 31,
               ASSETS                              1996        1995
               ------                           ----------- -----------
     <S>                                       <C>              <C>
     Real Estate Investments:
       Real Estate Properties
         Operating Properties                  $     1,405      $ 1,461
         Land Held for Sale or
           Future Development                       10,018       10,104
                                               ------------ ------------
                                                    11,423       11,565

       Mortgage Loans                                    5           44
                                               ------------ ------------
       Total real estate investments                11,428       11,609

       Allowance for Possible Losses                (4,700)      (4,700)
                                               ------------ ------------
       Net real estate investments                   6,728        6,909

     Investment in Limited Partnership                 771          232

     Cash and Cash Equivalents                         276        1,880

     Escrowed Funds                                    186          140

     Other Assets                                      703          512
                                               ------------ ------------
                                               $     8,664      $ 9,673
                                               ============ ============
<FN>
     The accompanying notes are an integral part of these consolidated
     financial statements.
</FN>
</TABLE>

<TABLE>

                  RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
                  -------------------------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                        MAY 31, 1996 AND AUGUST 31, 1995
                        --------------------------------
                    ($000's omitted, except per share data)
                    ---------------------------------------
<CAPTION>
                                                     (Unaudited)
                                                       May 31,      August 31,
  LIABILITIES AND SHAREHOLDERS' INVESTMENT              1996           1995
  ----------------------------------------          ------------   ------------
     <S>                                            <C>            <C>
     Accounts Payable                               $       110    $       102
     Accrued Salaries, Bonuses and
        Other Compensation                                  780            737
     Accrued Property Tax Expense                            94            146
     Accrued Interest and Other Liabilities                 422            280
     Term Loans                                           2,871          2,796
                                                    ------------   ------------
        Total Liabilities                                 4,277          4,061
                                                    ------------   ------------
  Commitments and Contingencies

  Shareholders' Investment
    Series A Convertible Preferred Stock,
      $1 par value, 1,000,000 shares authorized, 450,000
      shares issued and outstanding at May 31, 1996
      and August 31, 1995, liquidation preference
      and callable at $3,600,000.                           450            450
    Common Stock, $.01 par value, 5,000,000
      shares authorized, 1,088,480 shares issued and
      outstanding at May 31, 1996 and
      August 31, 1995.                                       11             10
    Paid-in Surplus                                      16,060         16,196
    Accumulated Deficit since December 30, 1985         (12,134)       (11,044)
                                                    ------------   ------------
                                                          4,387          5,612
                                                    ------------   ------------
                                                    $     8,664    $     9,673
                                                    ============   ============

<FN>
  The accompanying notes are an integral part of these consolidated
  financial statements.
</FN>
</TABLE>


<TABLE>
                                       RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
                                       -------------------------------------------
                                             STATEMENTS OF CONSOLIDATED LOSS
                                             -------------------------------
                             FOR THE THREE AND NINE MONTHS ENDED MAY 31, 1996 AND MAY 31, 1995
                             -----------------------------------------------------------------
                                         ($000's omitted, except per share data)
                                         ---------------------------------------

      <CAPTION>
                                                                 For the Three Months Ended         For the Nine Months Ended
                                                                -----------------------------    -----------------------------
                                                                  May 31,          May 31,          May 31,      May 31,
                                                                    1996             1995             1996        1995
                                                                ------------     ------------     ------------ ------------
    <S>                                                        <C>              <C>              <C>              <C>
    REVENUES:
       Operating revenues from real estate properties.....     $        819     $        890     $      2,070     $ 2,626
       Revenues from hotel management ....................              230               96              461         163
       Sales of real estate properties ...................              399            2,964              457       3,290
       Income from loans and temporary investments .......                4               19               40          83
       Other .............................................               --               --               --           3
                                                               -------------    -------------    ------------- -------------
                                                                      1,452            3,969            3,028       6,165
                                                               -------------    -------------    ------------- -------------
    COSTS AND EXPENSES:
       Expenses of real estate properties ................              650              782            1,763       2,313
       Expenses of hotel management ......................              232              115              491         250
       Expenses of real estate sales .....................              390            2,711              319       3,044
       Allowance for possible losses .....................               --               --               --          50
       Depreciation ......................................               39               89              118         324
       Interest expense ..................................               86               80              255         302
       General, administration and other .................              354              337            1,025         925
       Business development ..............................               64               21              147         104
                                                               -------------    -------------    ------------- -------------
                                                                      1,815            4,135            4,118       7,312
                                                               -------------    -------------    ------------- -------------
    NET LOSS BEFORE INCOME TAX EXPENSE ....................    $       (363)    $       (166)    $     (1,090)    $ (1,147)
                                                               -------------    -------------    ------------- -------------
    INCOME TAX EXPENSE ....................................    $         --     $        (37)    $         --     $     38
                                                               -------------    -------------    ------------- -------------
    NET LOSS ..............................................    $       (363)    $       (129)    $     (1,090)    $ (1,185)
                                                               =============    =============    ============= =============
    LOSS PER SHARE ........................................    $      (0.38)    $      (0.18)    $      (1.13)    $  (1.36)
                                                               =============    =============    ============= =============
<FN>
    The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

<TABLE>
                         RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
                         -------------------------------------------
                             CONSOLIDATED STATEMENT OF CASH FLOWS
                             ------------------------------------
                  FOR THE NINE MONTHS ENDED MAY 31, 1996 AND MAY 31, 1995
                  ------------------------------------------------------
                            Decrease in Cash and Cash Equivalents
                            -------------------------------------
                                       ($000's Omitted)
                                       ----------------
<CAPTION>
                                                                         1996           1995
                                                                      ----------     ----------
<S>                                                                   <C>            <C>
Cash flows from operating activities:
  Net loss ......................................................     $  (1,090)     $  (1,185)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Depreciation and amortization .............................           133            348
      Increase in allowance for possible losses .................            --             50
      Gain from sales of real estate property ...................          (138)          (246)
      Increase in escrowed funds ................................            46             --
      Increase in other assets ..................................          (219)           335
      Decrease in accounts payable and
        accrued liabilities .....................................            96            114
                                                                      ----------     ----------
      Total adjustments .........................................           (82)           601
                                                                      ----------     ----------
      Net cash used by operating activities .....................        (1,172)          (584)

Cash flows from investing activities:
    Principal payments received on mortgage loans ...............            39             30
    Proceeds from sales of real estate ..........................           481          3,043
    Additions to real estate properties .........................          (292)          (823)
    Investment in limited partnership ...........................          (539)            --
                                                                      ----------     ----------
      Net cash received (used) from investing activities ........          (311)         2,250

Cash flows from financing activities:
    Repayments of notes payable .................................           (31)        (3,964)
    Payment of dividends on preferred stock .....................           (90)          (126)
                                                                      ----------     ----------
      Net cash used by financing activities .....................          (121)        (4,090)
                                                                      ----------     ----------
Net decrease in cash and cash equivalents .......................     $  (1,604)     $  (2,424)

Cash and cash equivalents at beginning of period ................         1,880          2,804
                                                                      ----------     ----------
Cash and cash equivalents at end of period ......................     $     276      $     380
                                                                      ==========     ==========
The accompanying notes are an integral part of these consolidated financial statements.


Supplemental disclosure of noncash activity in fiscal year 1996:

    Issuance of 125,000 shares of common stock
      at $.01 par value in conjunction with purchase
      of hotel management company ..............................      $   1,250
    Assumption of notes payable in conjunction with                   ==========
      purchase of hotel management company .....................      $ 106,000
</TABLE>                                                              ==========



         RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1996 AND MAY 31, 1995
                         (Unaudited)


1.  GENERAL:

           Ridgewood Properties, Inc. (the "Company") is
primarily engaged in the business of acquiring, developing,
operating and selling real estate property in the Southeast and
"Sunbelt" areas.  Additionally, the Company, through its
investment in a limited partnership, is engaged in acquiring and
managing hotel properties in the Southeast.  Currently, the
Company's only operating property is the hotel in Longwood, 
Florida.  All of the Company's other properties are land 
properties held for sale, and no additional development is
currently anticipated for the land.  The Company was
incorporated under the laws of the State of Delaware on October
29, 1985.  Prior to December 31, 1985, the Company operated
under the name CMEI, Inc.

           The Company's common stock is currently listed   in 
the broker-dealer "Pink Sheets" and trades in the
over-the-counter market.  Of the Company's issued and 
outstanding shares of common stock, 37% of the common stock is
owned by the Company's President, N. Russell Walden.  All of the 
Company's issued and outstanding shares of preferred stock are 
owned by Triton Group, Ltd.

           The accompanying financial statements of the Company
present the historical cost basis amount of assets, liabilities
and shareholders' investment of the real estate business for the 
periods presented.  The consolidated financial statements
include the accounts of the Company, its wholly-owned
subsidiaries and its joint venture investments after the
elimination of all intercompany amounts.

2.  BASIS OF PRESENTATION:

           The accompanying consolidated financial statements
have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission.  In the opinion of management, the consolidated
financial statements reflect all adjustments, consisting of
normal recurring adjustments, which are necessary to present
fairly the financial position, results of operations and changes
in cash flow for the interim periods covered by this report.
Although certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, management
believes that the disclosures are adequate to make the
information presented not misleading.  These financial
statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in
the Company's annual report for the fiscal year ended August 31, 
1995.  The results of operations for the nine months ended May
31, 1996 are not necessarily indicative of the results to be
expected for the fiscal year ending August 31, 1996.

           The Company is currently generating net operating
loss carryforwards for both book and tax purposes which may be
used to offset future taxable income.  In September 1993, the
Company adopted SFAS 109.  The adoption of SFAS 109 did not have
a material effect on the Company's consolidated financial 
position or results of operations.

           For the purpose of the Statement of Cash Flows, cash
includes cash equivalents which are highly liquid investments
with maturity of three months or less.

           Certain prior year amounts have been reclassified to
conform with the current presentation.

3.  ALLOWANCE FOR POSSIBLE LOSSES:

           No additional allowance for possible losses was
necessary for the nine months ended May 31, 1996.  The allowance
for possible losses increased by $50,000 for the nine months
ended May 31, 1995.  The additional reserve was to reflect the
net realizable value on a residential lot in Atlanta, Georgia.

4.  COMMITMENTS AND CONTINGENCIES:

           On May 2, 1995 a complaint was filed in the Court of
Chancery of the State of Delaware (New Castle County) entitled
William N. Strassburger v. Michael M. Early, Luther A.
Henderson, John C. Stiska, N. Russell Walden, and Triton Group,
Ltd., defendants, and Ridgewood Properties, Inc., nominal
defendant, C.A. No. 14267 (the "Complaint").  The plaintiff is
an individual shareholder of the Company who purports to file
the Complaint individually, representatively on behalf of all
similarly situated shareholders, and derivatively on behalf of
the Company.  The Complaint challenges the actions of the
Company and its directors in consummating the Company's August 
1994 repurchase of its common stock held by Triton Group, Ltd.
and Hesperus Partners Ltd. in five counts, denominated Waste of
Corporate Assets, Breach of Duty of Loyalty to Ridgewood, Breach
of Duty of Good Faith, Intentional Misconduct, and Breach of
Duty of Loyalty and Good Faith to Class.

           The Company has answered the Complaint, denying all
allegations of wrongdoing either on its part or that of its
directors.  The Company's management believes the claims made in 
the Complaint are without merit, and that the shareholders of
Ridgewood benefited from the challenged transactions.  Since
previous disclosures, there has been no significant progress in
the lawsuit.  Management intends to vigorously contest this
matter.

5.  SHAREHOLDERS' INVESTMENT:

Loss Per Common Share --

           Loss per common share is calculated based upon the
weighted average number of shares outstanding of approximately
963,000 for the three and nine months ended May 31, 1995,
1,088,000 for the three months ended May 31, 1996 and 1,044,000
for the nine months ended May 31, 1996.  Dividends paid on
preferred stock were $45,000 and $126,000, respectively, for the
three and nine months ended May 31, 1995; and $90,000 for the
nine months ended May 31, 1996.  The preferred dividend payable
in May was accrued but not paid until June 1996.  These
dividends were added to the net loss for purposes of computing
the loss per common share.

Stock Option Plan --

           On March 30, 1993, the Company granted options to
purchase 378,000 shares of common stock at a price of $1.83 per
share to its key employees and one director under the Ridgewood
Properties, Inc. Stock Option Plan (the "Plan").  The options
will vest over a four year period in 25% increments.  All
options expire ten years from the date of grant, unless earlier
on account of death, disability, termination of employment, or
for other reasons outlined in the Plan.  As of May 31, 1996, all
of the options are exercisable.

           On January 28, 1994, the Company granted options to
purchase 375,000 and 75,000 shares of common stock at a price of
$1.00 per share to its President and Chief Financial Officer,
respectively, under the Plan.  The options are exercisable
immediately and expire on January 31, 1997.

6.  NOTES PAYABLE:

           In June 1995, the Company entered into a loan with a
commercial lender to refinance the Ramada Inn in Longwood,
Florida.  The loan proceeds are $2,800,000.  The loan is for a
term of 20 years with an amortization period of 25 years, at the
rate of 10.35%.  Principal and interest payments are
approximately $26,000 per month beginning August 1, 1995.  In
addition, the Company is required to make a repair escrow
payment comprised of 4% of estimated revenues, as well as real
estate tax and insurance escrow payments.  The total amount for
these items will be a payment of approximately $20,000 per month
and can be adjusted annually.  The escrow funds will be used as
tax, insurance and repair needs arise.  As of May 31, 1996,
there was approximately $186,000 of escrowed funds related to
this loan agreement.  In June 1996, the Company requested and
received approximately $95,000 from escrow for hotel repair
items.  Also, commitment fees and loan costs of approximately
$159,000 are being amortized over 20 years.  The balance of this
loan as of May 31, 1996 was approximately $2,777,000.

           In December 1995 and in conjunction with the
acquisition of a hotel management company, the Company assumed
three promissory notes dated September 22, 1994 and payable to
three different Georgia corporations.  The total combined
outstanding principal was approximately $106,000.  All three
notes are for a term of five years at a rate of 6.83%.  Combined
principal and interest payments are approximately $2,667 per
month through October 1, 1999.  The combined balance of these
loans at May 31, 1996 was approximately $94,000.

           Maturities of long-term debt during the Company's 
next five fiscal years are as follows:  1997 - $55,000; 1998 -
$59,000; 1999 - $65,000; 2000 - $43,000; 2001 - $42,000.

7.  INVESTMENT IN LIMITED PARTNERSHIP:

           On August 16, 1995, RW Hotel Partners, L.P. was
organized as a limited partnership (the "Partnership") under the
laws of the State of Delaware.  Concurrently, the Company formed
Ridgewood Hotels, Inc., a Georgia corporation ("Ridgewood 
Hotels") which became the sole general partner in the 
Partnership with RW Hotel Investments Associates, L.L.C.
("Investor") as the limited partner.  Ridgewood Hotels has a 1%
base distribution percentage versus 99% for the Investor.
However, distribution percentages do vary depending on certain
defined preferences and priorities pursuant to the Partnership
Agreement ("Agreement") which are discussed below.  The
partnership was originally formed to acquire a hotel property in
Louisville, Kentucky.  The terms of this partnership will serve
as a guideline for other potential acquisitions with the
Investor or its affiliates.

           The Partnership Agreement was amended and restated on
September 8, 1995.  Distributable Cash is defined as the net
income from the property before depreciation plus any net sale
proceeds and net financing proceeds less capital costs.
Distributions of Distributable Cash shall be made as follows:

           - First, to the Investor until there has been
distributed to the Investor an amount equal to a 15% cumulative
internal rate of return on the Investor's investment.

           - Second, to Ridgewood Hotels until the aggregate
amount received by Ridgewood Hotels equals the aggregate cash
contributions made by Ridgewood Hotels to the Partnership (as of
5/31/96, Ridgewood Hotels contributed approximately $771,000).

           - Third, 12% to Ridgewood Hotels and 88% to the
Investor until there has been distributed to the Investor an
amount equal to a 25% cumulative internal rate of return on
Investor's investment.

           - Fourth, 75% of the residual to the Investor and 25%
to Ridgewood Hotels.

           A Management Agreement exists between the Partnership
and the Company as Manager ("Manager") for the purpose of
managing hotels in Kentucky, Georgia and South Carolina.  The
Manager shall be entitled to the following property management
fees:

           (1)  2.5% of the gross revenues from the hotel
property.

           (2)  1% of the gross revenues from the hotel property
as an incentive fee if distributable cash equals or exceeds
13.5% of certain aggregate acquisition costs.  No management
fees are payable with respect to the first 12-month period of
management of the hotel in Kentucky.

           A Construction Management Agreement exists between
the Partnership and the Manager for the purpose of managing
future improvements to the properties.

           The Company currently has approximately $771,000
invested in the Partnership.  The Partnership purchased a hotel
in Louisville, Kentucky for approximately $16,000,000.  In
December 1995 and January 1996, the Partnership purchased four
hotel properties in Georgia for approximately $15,000,000 and a
hotel in South Carolina for $4,000,000, respectively.  The
Company may make future capital contributions to the
Partnership.  Management expects to fund such capital
contributions through available cash or from loans from the
Partnership.  Additionally, the Company may invest in other
partnerships to acquire hotels in the future.


       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED MAY 31, 1996
       COMPARED TO THREE AND NINE MONTHS ENDED MAY 31, 1995


LIQUIDITY AND CAPITAL RESOURCES --

           In June 1995, the Company entered into a loan with a
commercial lender to refinance the Ramada Inn in Longwood,
Florida.  The loan proceeds are $2,800,000.  The loan is for a
term of 20 years with an amortization period of 25 years, at the
rate of 10.35%.  Principal and interest payments are
approximately $26,000 per month beginning August 1, 1995.  In
addition, the Company is required to make a repair escrow
payment comprised of 4% of estimated revenues, as well as real
estate tax and insurance escrow payments.  The total amount for
these items will be a payment of approximately $20,000 per month
and can be adjusted annually.  The escrow funds will be used as
tax, insurance and repair needs arise.  As of May 31, 1996,
there was approximately $186,000 of escrowed funds related to
this loan agreement.  In June 1996, the Company requested and
received approximately $95,000 from escrow for hotel repair
items.

           During the first nine months of fiscal year 1996, the
Company sold land in Ohio and Georgia for net proceeds of
approximately $339,000 and $81,000, respectively.  Also, in
September 1995, the Company was refunded its entire investment
of $61,000 in its joint venture for the purpose of developing a
subdivision lot in Atlanta, Georgia.

           The Company signed a contract for the sale of a
parcel of its land in Dallas, Texas for net proceeds of
approximately $450,000.  The Company also signed a contract for
the sale of a parcel of land in Athens, Georgia for net proceeds
of approximately $140,000.  Additionally, the Company signed a
contract for the sale of approximately five acres of land in
Maitland, Florida for net proceeds of approximately $1.2
million.  The above sales are scheduled to close in August 1996
(two) and September 1996, respectively, but all of the contracts
have several contingencies which allow the buyers to withdraw at
any time.

           On August 16, 1995, RW Hotel Partners, L.P. was
organized as a limited partnership (the "Partnership") under the
laws of the State of Delaware.  Concurrently, the Company formed
Ridgewood Hotels, Inc., a Georgia corporation ("Ridgewood 
Hotels") which became the sole general partner in the 
Partnership with RW Hotel Investments Associates, L.L.C.
("Investor") as the limited partner.  Ridgewood Hotels has a 1%
base distribution percentage versus 99% for the Investor.
However, distribution percentages do vary depending on certain
defined preferences and priorities pursuant to the Partnership
Agreement ("Agreement") which are discussed below.  The
partnership was originally formed to acquire a hotel property in
Louisville, Kentucky.  The terms of this partnership will serve
as a guideline for other potential acquisitions with the
Investor or its affiliates.

           The Partnership Agreement was amended and restated on
September 8, 1995.  Distributable Cash is defined as the net
income from the property before depreciation plus any net sale
proceeds and net financing proceeds less capital costs.
Distributions of Distributable Cash shall be made as follows:

           - First, to the Investor until there has been
distributed to the Investor an amount equal to a 15% cumulative
internal rate of return on the Investor's investment.

           - Second, to Ridgewood Hotels until the aggregate
amount received by Ridgewood Hotels equals the aggregate cash
contributions made by Ridgewood Hotels to the Partnership (as of
5/31/96, Ridgewood Hotels contributed approximately $771,000).

           - Third, 12% to Ridgewood Hotels and 88% to the
Investor until there ha been distributed to the Investor an
amount equal to a 25% cumulative internal rate of return on
Investor's investment.

           - Fourth, 75% of the residual to the Investor and 25%
to Ridgewood Hotels.

           A Management Agreement exists between the Partnership
and the Company as Manager ("Manager") for the purpose of
managing hotels in Kentucky, Georgia and South Carolina.  The
Manager shall be entitled to the following property management
fees:

           (1)  2.5% of the gross revenues from the hotel
property.

           (2)  1% of the gross revenues from the hotel property
as an incentive fee if distributable cash equals or exceeds
13.5% of certain aggregate acquisition costs.  No management
fees are payable with respect to the first 12-month period of
management of the hotel in Kentucky.

           A Construction Management Agreement exists between
the Partnership and the Manager for the purpose of managing
future improvements to the properties.

           The Company currently has approximately $771,000
invested in the Partnership.  The Partnership purchased a hotel
in Louisville, Kentucky for approximately $16,000,000.  In
December 1995 and January 1996, the Partnership purchased four
hotel properties in Georgia for approximately $15,000,000 and a
hotel in South Carolina for $4,000,000, respectively.  The
Company may make future capital contributions to the
Partnership.  Management expects to fund such capital
contributions through available cash or from loans from the
Partnership.  Additionally, the Company may invest in other
partnerships to acquire hotels in the future.

           Since the Company is not currently generating
sufficient operating cash to cover overhead and debt service,
the Company must continue to sell real estate, seek alternative
financing or otherwise recapitalize the Company.  The Company
also intends to aggressively pursue the acquisition of hotels
and hotel management contracts which would provide additional
cash flow.

RESULTS OF OPERATIONS --

           The Company had gains from real estate sales of
approximately $9,000 and $138,000 for the three and nine months
ended May 31, 1996.  During the three and nine months ended May
31, 1995, the Company had gains from real estate sales of
approximately $253,000 and $246,000, respectively.  Gains or
losses on sales are dependent upon the specific assets sold in a
particular period and the terms of each sale.

           Operating revenues from real estate properties
decreased approximately $71,000, or 8%, and $556,000, or 21%,
respectively, for the three and nine months ended May 31, 1996,
compared to the three and nine months ended May 31, 1995.  The
decrease was the result of the sale of the Company's weekly 
rental hotel in Orlando, Florida during fiscal year 1995.  For
the nine months ended May 31, 1996, operating revenues increased
approximately $41,000 at the Company's hotel in Longwood, 
Florida.

           Revenues from hotel management increased
approximately $134,000, or 140%, and $298,000, or 183%,
respectively, for the three and nine months ended May 31, 1996
compared to the three and nine months ended May 31, 1995 due to
the acquisition of hotels and a hotel management company.  In
turn, expenses of hotel management increased approximately
$117,000, or 102%, and $241,000, or 96%, respectively, for the
three and nine months ended May 31,  1996 compared to the three
and nine months ended May 31, 1995.

           Expenses of real estate properties during the three
and nine months ended May 31, 1996 decreased $132,000, or 17%,
and $550,000, or 24%, respectively, compared to the three and
nine months ended May 31, 1995 due primarily to the sale of the
Company's weekly rental hotel in Florida.  Expenses decreased by 
approximately $19,000 at the Company's hotel in Florida for the 
nine months ended May 31, 1996 compared to the nine months ended
May 31,  1995.

           No provision for possible losses was necessary for
the nine months ended May 31, 1996.  The provision of $50,000
for possible losses in fiscal year 1995 pertains to a land
parcel in Atlanta, Georgia which has been sold.

           Interest expense increased approximately $6,000 for
the three months ended May 31, 1996 compared to the three months
ended May 31, 1995 due to the increase in outstanding debt.
Interest expense decreased approximately $47,000 for the nine
months ended May 31, 1996 compared to the nine months ended May
31, 1995 due to the decrease in outstanding debt.  There was no
capitalized interest during the three or nine months ended May
31, 1996 or May 31, 1995.

           General, administration and other expenses increased
approximately $17,000, or 5%, and $100,000 or 11%, respectively,
for the three and nine months ended May 31, 1996 compared to the
three and nine months ended May 31, 1995 as a result of slightly
increased overhead due to an expanding business entity.

           Due to the Company's aggressive movement into the 
business of acquiring, developing, operating and selling hotel
properties throughout the country, the Company increased
business development costs approximately $43,000, or 205%, and
$43,000, or 41%, respectively, for the three and nine months
ended May 31, 1996 compared to the three and nine months ended
May 31, 1995.


                 PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:


         A.  Exhibits:

             27  Financial Data Schedule


         B.  Reports on Form 8-K:

             No exhibits or reports on Form 8-K were filed
during the three months ended May 31, 1996.


                           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.

                                RIDGEWOOD PROPERTIES, INC.



                                By: /s/ N. R. Walden__________
                                    N. Russell Walden
                                    President



                                By: /s/ Karen S. Hughes_______
                                    Karen S. Hughes
                                    Vice President,
                                    Chief Accounting Officer



Date:  July 12, 1996












<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from
the Consolidated Balance Sheets, Statements of Consolidated Loss and
Consolidated Statement of Cash Flows and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-END>                               MAY-31-1996
<CASH>                                         276,000
<SECURITIES>                                         0
<RECEIVABLES>                                   87,000
<ALLOWANCES>                               (4,700,000)
<INVENTORY>                                     15,000
<CURRENT-ASSETS>                                     0
<PP&E>                                       2,835,000
<DEPRECIATION>                               1,430,000
<TOTAL-ASSETS>                               8,664,000
<CURRENT-LIABILITIES>                                0
<BONDS>                                      2,871,000
                                0
                                    450,000
<COMMON>                                        11,000
<OTHER-SE>                                   3,926,000
<TOTAL-LIABILITY-AND-EQUITY>                 8,664,000
<SALES>                                        457,000
<TOTAL-REVENUES>                             3,028,000
<CGS>                                          319,000
<TOTAL-COSTS>                                2,691,000
<OTHER-EXPENSES>                             1,172,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             255,000
<INCOME-PRETAX>                            (1,090,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,090,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,090,000)
<EPS-PRIMARY>                                   (1.13)
<EPS-DILUTED>                                   (1.13)
        

</TABLE>


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