ASSOCIATED PLANNERS REALTY FUND
10-Q/A, 1995-10-02
LESSORS OF REAL PROPERTY, NEC
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<PAGE>

                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                       ___________________


                           FORM 10-Q/A

     AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
                 Filed pursuant to Section 12(g)
               THE SECURITIES EXCHANGE ACT OF 1934


                 ASSOCIATED PLANNERS REALTY FUND
      (Exact name of registrant as specified in its charter)

                         AMENDMENT NO. 1 

                         File No. 0-16805
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its General Form for Registration
of Securities on Form 10-Q as set forth in the pages attached hereto:

            10-Q for the Quarter ending June 30, 1995

                           Item 1 and 2

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


                 ASSOCIATED PLANNERS REALTY FUND
                          (Registrant)

Date:                                         

By:                West Coast Realty Advisors, Inc. (General Partner) 

By:                                                   
         Michael G. Clark, Vice President/Treasurer

<PAGE>

                 ASSOCIATED PLANNERS REALTY FUND
                (A California Limited Partnership)

ITEM 1.   FINANCIAL STATEMENTS

     In the opinion of the General Partner of Associated Planners Realty Fund
(the "Partnership"), all adjustments necessary for a fair presentation of the
Partnership's results for the three and six months ended June 30, 1995 and
1994, have been made in the following financial statements.  All adjustments
are of a normal, recurring nature.  However, such financial statements are
unaudited and are subject to any year-end adjustments that may be necessary.  

<TABLE>
                          BALANCE SHEETS
         June 30, 1995 (Unaudited) and December 31, 1994
<CAPTION>
                                 
                                                June 30,    December 31,
                                                 1995            1994
                                             (Unaudited)               
<S>                                               <C>            <C>
ASSETS
RENTAL REAL ESTATE, net of accumulated 
depreciation  (Note 2)                        $4,526,324        $5,982,471
CASH AND CASH EQUIVALENT                       1,596,325            36,227
CONSTRUCTION IN PROGRESS                         819,901            68,411
INVESTMENT-GOVERNMENT SECURITIES ACCOUNT             ---            55,554
OTHER ASSETS                                      50,504           112,713
                                              $6,993,054        $6,255,376
LIABILITIES AND PARTNERS' EQUITY
CONSTRUCTION LOAN PAYABLE                        672,675              ---
ACCOUNTS PAYABLE                                   8,880           24,757
SECURITY DEPOSITS AND PREPAID RENT                30,839           20,103
     TOTAL LIABILITIES                           712,394           44,860
MINORITY INTEREST                                221,087          224,618
COMMITMENTS AND CONTINGENCIES (Note 5)
PARTNERS' EQUITY:
   Limited Partner:
     $1,000 stated value per unit;
     authorized 7,500 units;
     issued - 7,499                            5,699,262        5,653,977
   General Partner:                              360,311          331,921
     TOTAL PARTNERS EQUITY                     6,059,573        5,985,898
                                              $6,993,054       $6,255,376
</TABLE>
[FN]
         See accompanying notes to financial statements.

<PAGE>
<TABLE>

<PAGE>
                 ASSOCIATED PLANNERS REALTY FUND
                (A California Limited Partnership)

                  STATEMENTS OF PARTNERS' EQUITY
                  Six Months Ended June 30, 1995
                           (Unaudited)
<CAPTION>

                                            Limited  Partners        General
                                  Total       Units   Amount         Partner
<S>                                  <C>        <C>     <C>             <C>
BALANCE, December 31, 1994       $5,985,898   7,499  $5,653,977     $331,921

Net income                          223,755     ---     195,365       28,390

Distributions to limited partners (150,080)     ---   (150,080)          ---   

BALANCE, June 30, 1995           $6,059,573   7,499  $5,699,262     $360,311


                  Six Months Ended June 30, 1994
                           (Unaudited)
<CAPTION>

                                              Limited  Partners       General
                                  Total        Units    Amount        Partner
<S>                                 <C>         <C>       <C>           <C>
BALANCE, December 31, 1993       $6,116,709    7,499  $5,819,311     $297,398

Net income                          106,652      ---      89,019       17,633

Distributions to limited partners (183,725)      ---   (183,725)          ---

BALANCE, June 30, 1994           $6,039,636    7,499  $5,724,605     $315,031

</TABLE>
[FN]
         See accompanying notes to financial statements.

<PAGE>
<TABLE>
<PAGE>
                 ASSOCIATED PLANNERS REALTY FUND
                (A California Limited Partnership)

                         STATEMENTS OF INCOME
           Three and Six Months Ended June 30, 1995 and 1994
                              (Unaudited)
<CAPTION>
                                   

                             Three MonthsThree Months  Six Months  Six Months
                               Ended        Ended       Ended       Ended
                             June 30,     June 30,      June 30,   June 30,
                                1995       1994          1995        1994
                            (Unaudited) (Unaudited)  (Unaudited)  (Unaudited)
<S>                             <C>          <C>          <C>          <C>
REVENUES:
   Rental                      $152,753     $190,699     $341,771    $374,891
   Gain on sale of property     116,749          ---      116,749         ---
   Interest                       9,845        1,617       10,625       3,094

                                279,347      192,316      469,145     377,985

COSTS AND EXPENSES:
   Operating                     30,371       30,993       87,168      84,002
   Property taxes                10,927       15,281       24,924      29,930
   Property management fees       6,836        9,552       16,793      18,761
   Unrealized (gain) loss in           
   government securities            ---        2,195         (98)       4,666
   General and administrative    23,830       37,181       46,249      57,405
   Depreciation                  30,591       35,373       66,823      70,746
   
                                102,555      130,575      241,859     265,510

LESS MINORITY INTEREST
   IN NET INCOME (LOSS) OF
   JOINT VENTURE                (1,502)      (3,162)      (3,531)     (5,823)

NET INCOME                     $175,290      $58,579     $223,755    $106,652

NET INCOME PER
   LIMITED PARTNERSHIP UNIT      $20.67        $6.61       $26.05      $11.87

</TABLE>
[FN]
            See accompanying notes to financial statements.

<PAGE>
<TABLE>

<PAGE>
                    ASSOCIATED PLANNERS REALTY FUND
                   (A California Limited Partnership)

                     STATEMENTS OF CASH FLOWS
             Six Months Ended June 30, 1995 and 1994
                           (Unaudited)
<CAPTION>
                                                     Six Months    Six Months
                                                       Ended           Ended
                                                      June 30,       June 30,  
                                                       1995            1994   
                                                   (Unaudited)    (Unaudited)
<S>                                                     <C>           <C>
Cash flows from operating activities:
   Net income                                         $223,755      $106,652 
  Adjustment to reconcile net income to
   net cash provided by operating activities:
     Depreciation                                      66,823         70,746
     Proceeds from sale of investment
       in government securities account                55,652          8,596
     Unrealized loss (gain) - 
       investment in government securities               (98)          4,666
     Minority interest in net income (loss)           (3,531)        (5,823)
     Gain on sale of property                       (116,749)            ---
Increase (decrease) from changes in:
     Other assets                                      62,209       (12,646)
     Accounts payable                                (15,877)       (47,288)
     Security deposits                                 10,736            723
Net cash provided by operating activities             282,920        125,626

Cash flows provided by investing activities:
     Furniture & fixture additions                   (11,746)            ---
     Construction in progress                       (751,490)            ---
     Proceeds from sale of property                 1,517,819            ---
Net cash provided by investing activities             754,583            ---

Cash flows provided by (used in) financing activities:
    Construction loan proceeds                        672,675            ---
    Distributions to limited partners               (150,080)      (183,725)
    Distributions to minority interest                    ---        (1,236)
Net cash provided by (used in) financing activities   522,595      (184,961)

Net increase (decrease) in cash & cash equivalent   1,560,098       (59,335)

Cash and cash equivalents at beginning of period       36,227        139,748

Cash and cash equivalents at end of period         $1,596,325        $80,413

</TABLE>
[FN]
         See accompanying notes to financial statements.

<PAGE>

 <PAGE>
                ASSOCIATED PLANNERS REALTY FUND
                (A California Limited Partnership)

                  Summary of Accounting Policies

      Business     

           Associated Planners Realty Fund (the "Partnership"), a California
      limited partnership, was formed on November 19, 1985 under the Revised
      Limited Partnership Act of the State of California for the purpose of
      acquiring and operating real estate.
      
      Basis of Presentation

         The consolidated financial statements do not give effect to any
      assets that the partners may have outside of their interest in the
      partnership, nor to any personal obligations, including income taxes,
      of the partners.
         The consolidated financial statements include the accounts of
      Associated Planners Realty Fund and all joint ventures in which it has
      a majority interest.  All adjustments necessary for the fair
      presentation of the financial statements have been recorded and are of
      normal recurring entries in nature.
      
      Rental Real Estate

         Assets are stated at cost.  Depreciation is computed using the
      straight-line method over estimated useful lives ranging from five
      to 35 years for financial reporting purposes and five to 40 years for
      income tax purposes.
      
      Rental Income

         Rental income is recognized when the amount is due and payable under
      the terms of a lease agreement.
      
      Investment in Government Securities

         Investment in Government Securities, which represent trading
      securities, are accounted for in accordance with SFAS No. 115.  The
      difference between historical cost and market value are reported as
      unrealized gains or losses in the statement of income.
      
      Statements of Cash Flows 

         For the purpose of the statements of cash flows, the Partnership
      considers cash in the bank and all highly liquid investments purchased
      with original maturities of three months or less, to be cash and cash
      equivalents.
      
      Reclassification

         Certain amounts in the 1995 financial statements have been 
      reclassified for comparative purposes.
      
<PAGE>
      
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      
                 NOTES TO FINANCIAL STATEMENTS
      Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) 
                and Year Ended December 31, 1994
                           
      
      
      Note 1 - Nature of Partnership Business
      
         Associated Planners Realty Fund, a California limited partnership
      (the "Fund"), was formed on November 19, 1985 under the Revised Limited
      Partnership Act of the State of California for the purpose of acquiring
      and operating real estate.  The Fund did not begin operations
      until 1986.  
                  
         Under the terms of the partnership agreement, the General Partner is
      entitled to cash distributions and net income allocations varying from
      1% for depreciation allocations to 15% of cash and income after the
      limited partners have received cash distributions equal to their
      initial cash investment plus a cumulative 8% return.  The General
      Partner is also entitled to cash distributions and net income
      allocations of 10% from ongoing partnership operations.  Further,
      the General Partner receives acquisition fees for locating and
      negotiating the purchase of rental real estate and management fees
      for operating the Partnership. 
      
      
         The Partnership currently has interests in four rental real estate
      properties.  Two are wholly-owned and two are jointly owned by the
      Partnership (81.2%) and an affiliate (18.8%) (Note 2).  The
      affiliate's interests have been reflected as minority interests.
      
      
<PAGE>
      
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      
            NOTES TO FINANCIAL STATEMENTS
      Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) 
           and Year Ended December 31, 1994
                     (Continued)
      
      
      
      Note 2 - Rental Real Estate
      
         As of June 30, 1995 and December 31, 1994, the Fund's net real
    estate investment is as follows: 

                                        June 30,   December 31,
                                          1995           1994  

Land                                   $2,001,428     $2,644,667

Buildings and Improvements              3,439,174      4,418,832
                                        5,440,602      7,063,499

Less Accumulated Depreciation             914,278      1,081,028

Net Real Estate Investment             $4,526,324     $5,982,471


           On May 15, 1995, the Shurgard Mini-Warehouse Facility located at
      11315 Meridian South, Puyallup, Washington was sold to Shurgard
      Storage Centers, Inc. ("the Buyer").  The gross sales price was
      $1,550,000, although the Partnership received $1,510,976 in net
      proceeds as a result of the transaction.  This net proceeds amount is
      calculated as the gross sale price of $1,550,000 less $23,486 in
      excise taxes paid to the State of Washington, less $4,332 in
      miscellaneous escrow closing costs, less $11,206 in prepaid user
      rents, net of rent receivable and property taxes, attributable to the
      Partnership.  Net sales proceeds for tax reporting purposes are
      $1,522,182.
      
           The amount of consideration received from the sale of the
      building was arrived at through an arms-length negotiation process
      with the Buyer.  The sale was consummated for all cash without the use
      of seller provided financing, or other installment sale techniques.
      
           The Buyer of the property is an affiliate of the original seller
      of the property that the Partnership acquired the property from in 1987.


<PAGE>

<PAGE>
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      
            NOTES TO FINANCIAL STATEMENTS
      Three and Six Months Ended June 30, 1995 and 1994 (Unaudited)
           and Year Ended December 31, 1994
                     (Continued)
      
      
      Note 3 - Related Party Transactions
       
        (a)  For Partnership management services rendered to the Partnership,
      the General Partner is entitled to receive 10% of all distributions of
      cash from operations.  These amounts totaled $8,332 for the quarter
      ended June 30, 1995 and $9,999 for the quarter ended June 30, 1994,
      and $16,664 for the six months ended June 30, 1995 and $20,414 for
      the six months ended June 30, 1994.
      
        (b)  For administrative services provided to the Partnership, the
      General Partner is entitled to reimbursement for the cost of certain
      personnel and relevant expenses.  These amounts totaled $6,000 for the
      six months ended June 30, 1995 and June 30, 1994 and $3,000 for the
      three months ended June 30, 1995 and June 30 1994.
      
        (c)  Property management fees incurred, in accordance with the
      Partnership Agreement, to West Coast Realty Management, Inc., an
      affiliate of the corporate General Partner, totaled $6,836 for the
      quarter ended June 30, 1995 and $9,552 for the quarter ended
      June 30, 1994, $16,793 for the six months ended June 30, 1995 and
      $18,761 for the six months ended June 30, 1994.
      
        
      Note 4 - Net Income and Cash Distributions Per Limited Partnership Unit
      
        The Net Income per Limited Partnership Unit was computed in
      accordance with the Partnership Agreement on the basis of weighted
      quarterly average number of outstanding Limited Partnership Units.
      Cash distributions of $10.00 per unit, paid on February 3, 1995 are
      reflected for the 7,499 units outstanding at December 31, 1994 and
      $12.50 per unit, paid on February 9, 1994 are reflected for 7,499
      units outstanding at December 31, 1993.
      
     
<PAGE>
 
                  ASSOCIATED PLANNERS REALTY FUND
                (A California Limited Partnership)
      
      
                   NOTES TO FINANCIAL STATEMENTS
      Three and Six Months Ended June 30, 1995 and 1994 (Unaudited)
                  and Year Ended December 31, 1994
                           (Continued)
      
      
      Note 5 - Construction in Progress and Construction Loan Payable
      
        In January 1995, the Partnership closed escrow on a parcel of land
      adjacent to the Shaw Villa Shopping Center.  The purchase price of the
      land was $206,749, including a $13,102 acquisition fee paid to the
      Advisor.  The purchase was financed using $23,602 in cash, and the
      remainder by a one year construction loan from Valliwide Bank of
      Fresno.  The loan bears interest at 2% over the bank's prime rate.
      The total construction loan commitment is for $1,365,000.  The
      construction loan amortization is interest only with payments via
      additional draws against this loan.  Total construction costs
      incurred as of June 30, 1995 were $819,901, while borrowings on the
      construction loan were $672,675.  Included in construction costs is
      $22,278 in construction loan interest that was capitalized.
        
      Note 6 - Subsequent Events
      
        The Partnership distributed $1,506,960 (ranging from $182.69 to
      $207.39 per unit) on July 7, 1995 to Limited Partners of record as of
      June 30, 1995.
      
        On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse")
      filed for relieve through Chapter 11 Bankruptcy protection.  The
      Wherehouse is a major tenant of the Shaw Villa Shopping Center in
      Clovis, California.  In the interim, the Partnership expects that
      Merrill Lynch, which controls over 90% of the Wherehouse, will work
      diligently to resolve its debt restructuring problems.  Nevertheless,
      the Partnership has elected to take a cautious approach until more
      reliable information is obtained.
      
     
<PAGE> 
      
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      
      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      
      Introduction
      
        Associated Planners Realty Fund (the "Partnership") was organized in
      November 1985, under the California Revised Limited Partnership Act.
      The Partnership began offering units for sale on March 28, 1986.  As
      of December 27, 1987, the Partnership had raised $7,499,000 in gross
      capital contributions.  The Partnership netted approximately
      $6,720,000 after sales commissions and syndication costs.  
      
        The Partnership was organized for the purpose of investing in,
      holding, and managing improved, leveraged income-producing property,
      such as residential property, office buildings, commercial buildings,
      industrial properties, and shopping centers.  The Partnership intends
      to own and operate such properties for investment over an anticipated
      holding period of approximately five to ten years.  

        The Partnership's principal investment objectives are to invest in
      rental real estate properties which will:  
      
        (1)  Preserve and protect the Partnership's invested capital;
      
        (2)  Provide for cash distributions from operations;
      
        (3)  Provide gains through potential appreciation; and
      
        (4)  Generate Federal income tax deductions so that during the early
             years of property operations, a portion of cash distributions
             may be treated as a return of capital for tax purposes and,
             therefore, may not represent taxable income to the limited
             partners.  
      
        The ownership and operation of any income-producing real estate is
      subject to those risks inherent in all real estate investments,
      including national and local economic conditions, the supply and
      demand for similar types of properties, competitive marketing
      conditions, zoning changes, possible casualty losses, and increases in
      real estate taxes, assessments, and operating expenses, as
      well as others.
     

<PAGE>
 
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              (Continued)
      
        The Partnership is operated by the General Partner subject to the
      terms of the Amended and Restated Agreement of Limited Partnership.
      The Partnership has no employees, and all administrative services are
      provided by West Coast Realty Advisors, Inc., the General Partner. 
      
      Results of Operations
      
        Operations for the quarter ended June 30, 1995, reflect an entire
      period of operations for the Partnership's properties.  Rental revenue
      for the three and six months ended June 30, 1995 decreased from that
      for the three and six months ended June 30, 1994 by $37,946 and
      $33,120, respectively, due to the continued vacancy of the single
      tenant Santa Fe Business Park Building.  Costs and expenses related
      to the properties operation decreased for the three and six months
      ended June 30, 1995 vs. the three and six months ended June 30, 1994
      by $25,016 and $16,589, respectively, primarily due to decreased
      property taxes, property management fees and depreciation expense
      attributable to the single tenant Sante Fe Business Park building
      vacancy and the sale of the Puyallup, Washington mini-warehouse
      building to Shurgard Storage Centers Inc. in May 1995.
      
        The Partnership generated $290,578 in income from operations before
      depreciation of $66,823 for the six months ended June 30, 1995 compared
      to $177,398 in income from operatons before depreciation of $70,746
      for the six months ended June 30, 1994.  This increase is primarily
      attributable to the gain on the sale of the Puyallup, Washington
      mini-warehouse building in May 1995.
      
        The Partnership is currently attemting to rent space or sell the
      single tenant Sante Fe Business Park Building, (179 Calle Magdalena),
      which has been unoccupied since December 1993.  The Partnership is
      experiencing a net negative $4,000 cash flow per quarter as a result
      of the vacancy.
     
<PAGE>
 
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               (Continued)
      
        On May 15, 1995, the Shurgard Mini-Warehouse Facility located at
      11315 Meridian South, Puyallup, Washington was sold to Shurgard
      Storage Centers, Inc. ("the Buyer").  The gross sales price was
      $1,550,000, although the Partnership received $1,510,976 in net
      proceeds as a result of the transaction.  This net proceeds amount is
      calculated as the gross sale price of $1,550,000 less $23,486 in
      excise taxes paid to the State of Washington, less $4,332 in
      miscellaneous escrow closing costs, less $11,206 in prepaid user
      rents, net of rent receivable and property taxes, attributable to the
      Partnership.  Net sales proceeds for tax reporting purposes
      are $1,522,182.
      
        The amount of consideration received from the sale of the building
      was arrived at through an arms-length negotiation process with the
      Buyer.  The sale was consummated for all cash without the use of
      seller provided financing, or other installment sale techniques.
      
        The Buyer of the property is an affiliate of the original seller
      that the Partnership acquired the property from in 1987.
      
        The Partnership distributed $1,506,960 (ranging from $182.69 to
      $207.39 per unit) of the proceeds from the sale of the Puyallup,
      Washington mini-warehouse property on July 7, 1995 to the Limited
      Partners of record as of June 30, 1995.
      
        On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse")
      filed for relief through Chapter 11 Bankruptcy protection.  The
      Wherehouse is a major tenant of the Shaw Villa Shopping Center in
      Clovis, California.  In the interim, the Partnership expects that
      Merrill Lynch, which controls over 90% of the Wherehouse, will work
      diligently to resolve its debt restructuring problems.  Management
      expects that the Wherehouse will continue to make monthly rent
      payments on the Shaw Villa Shopping Center property since this site
      has proven to be profitable to the Wherehouse.  Nevertheless, the
      Partnership has elected to take a cautious approach until more
      reliable information is obtained.
      
     
<PAGE>
      
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               (Continued)
      
      
      Liquidity and Capital Resources
      
        During the six months ended June 30, 1995, $282,920 in cash was
      provided by operating activities.  This resulted from cash basis
      income of $290,578 from operations (net income plus depreciation
      expense) plus $55,652 in proceeds received from the liquidation of the
      government securities account and $62,209 decrease in other assets
      (primarily due to the reclassification of deposits used in the
      construction in progress of the Shaw Villa property) and a $10,736
      increase in security deposits and prepaid rents (due to prepaid rents
      received prior to June 30, 1995 which was not received prior to
      December 31, 1994).  These positive operating cash flows were offset
      by a $116,749 gain on the sale of the Puyallup, Washington
      mini-warehouse property and $15,877 decrease in accounts payable
      (attributable to normal decrease in trade payables).  Cash provided
      by investing activities totalled $754,583 for the six months ended
      June 30, 1995 of which $1,517,819 was from proceeds received in
      connection with the sale of the mini-warehouse property in Puyallup,
      Washington, offset by $751,490 in costs pertaining to the construction
      in progress of the Shaw Villa property and $11,746 relating to
      furniture and fixture additions.  Cash provided by financing
      activities totalled $522,595 for the six months ended June 30, 1995 of
      which $672,675 was loan proceeds received in connection with the
      construction in progress of the Shaw Villa property offset by $150,080
      in distributions paid to the limited partners.
      
        In January 1995, the Partnership closed escrow on a parcel of land
      adjacent to the Shaw Villa Shopping Center.  The purchase price of the
      land was $206,749, including a $13,102 acquisition fee paid to the
      Advisor.  The purchase was financed using $23,602 in cash, with the
      remainder paid for by a one year construction loan from Valliwide Bank
      of Fresno.  The loan bears interest at 2% over the bank's prime rate.
      The total construction loan commitment is $1,365,000.  The
      construction loan is interest only with payments via additional draws
      against this loan.  Total construction costs incurred as of
      June 30, 1995 were $819,901, while borrowings on the construction
      loan were $672,675.  Included in total construction costs is $22,278
      capitalized interest.
     
<PAGE>
 
           ASSOCIATED PLANNERS REALTY FUND
          (A California Limited Partnership)
      
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               (Continued)
      
        On August 2, 1995, Wherehouse Entertainment, Inc. ("Wherehouse")
      filed for relief through Chapter 11 Bankruptcy protection.  The
      Wherehouse is a major tenant of the Shaw Villa Shopping Center in
      Clovis, California.  In the interim, the Partnership expects that
      Merrill Lynch, which controls over 90% of the Wherehouse, will work
      diligently to resolve its debt restructuring problems.  Management
      expects that the Wherehouse will continue to make monthly rent
      payments on the Shaw Villa Shopping Center property since this site
      has proven to be profitable for the Wherehouse.  Nevertheless, the
      Partnership has elected to take a cautious approach until more
      reliable information is obtained.
      
        Construction at the shopping center is expected to be completed in
      two phases.  First, 4,000 square feet of additional space will be
      erected on the new parcel, contiguous to an existing building at Shaw
      Villa.  This construction was completed on June 15, 1995 and the
      Wherehouse moved into this space.  The space previously occupied by the
      Wherehouse will then be remodeled and expanded by approximately 3,800
      more square feet, for a total of 8,200 square feet.  This construction
      is expected to be completed by September 15, 1995.  The Wherehouse
      will then be relocated to the remodeled space, and the Partnership
      will attempt to lease the new 4,000 square foot space.
      
        This additional work is expected to enhance the value of the parcel
      and operating cash flows in the long run.  The construction loan is
      expected to be replaced by permanent financing in December 1995.  The
      Partnership has already received a commitment from a major insurance
      company to replace the construction loan with a twenty year loan.
      
        The Partnership's cash reserve is invested primarily in a liquid
      money market mutual fund, earning interest at market rates, and a
      managed Government Securities account. The money market fund is
      invested to provide stability and safety of principal, competitive
      interest rates, and quick availability of funds, in that order of
      importance. 
     
<PAGE>
 

<PAGE>
           ASSOCIATED PLANNERS REALTY FUND
           (A California Limited Partnership)
      
      
      
                 S I G N A T U R E S
      
      
      
          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.  
      
      
      
                            ASSOCIATED PLANNERS REALTY FUND
                           A California Limited Partnership
                                     (Registrant)
      
      
      
      
      
      Date: ____________________  By:  WEST COAST REALTY ADVISORS, INC.
                                          A California Corporation,
                                                General Partner
      
      
      
                                    
                                  William T. Haas
                            Director and Executive Vice President
                                      Secretary
      
      
      
      
      Date: ____________________                      
                                   Michael G. Clark
                              Vice President / Treasurer
      


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<NAME> ASSOCIATED PLANNERS REALTY FUND
       
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