PARTICIPATING DEVELOPMENT FUND 86
8-K, 1996-06-07
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 23, 1996
                                                 ------------


                       PARTICIPATING DEVELOPMENT FUND 86
                       A Real Estate Limited Partnership
                     -------------------------------------
             (Exact name of registrant as specified in its charter)



Connecticut                           33-2294                   06-1153833
- ------------                         ---------                 ------------
(State or other jurisdiction       (Commission                (IRS Employer
  of incorporation)                 File Number)         Identification No.)



3 World Financial Center, 29th Floor New York, NY
ATTN: Andre Anderson                                                  10285
- -------------------------------------------------                    -------
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code (212) 526-3237
                                                  ----------------



Item 2. Disposition of Assets:
- ------------------------------

On  May 23, 1996 Participating Development Fund 86, A Real Estate Limited
Partnership (the "Partnership") closed on  the  sale  of Pebblebrook Apartments
(the "Property").  The Property  sold  for $10,269,000  to  an institutional
buyer (the "Buyer"),  which  is unaffiliated  with  the  Partnership.   The
selling  price   was determined  by arm's length negotiations between the
Partnership and  the  Buyer.  The transaction resulted in a gain on sale  for
the  Property of approximately $2,400,000 which will be reflected in  the
Partnership's  statement of operations  for  the  period ending  June 30, 1996.
The General Partner intends to distribute most if not all of the net sale
proceeds in the third quarter  of 1996.


Item 7. Financial Statements and Exhibits:
- ------------------------------------------

          (a)  Financial statement of businesses acquired.

               Not applicable

          (b)  Pro forma financial information.

               The  Partnership is currently unable  to  provide complete
proforma financial information required as a result  of the  above transaction.
This  financial  information  will  be included in an amendment to this Form
8-K which will be filed  as soon as practicable, but no later than 60 days
after the due date hereof.



                           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.


              PARTICIPATING DEVELOPMENT FUND 86
              ---------------------------------
              Registrant


         By:  PDF86 Real Estate Services Inc.
              General Partner


              By:  /s/  Kenneth L. Zakin          Date: June 6, 1996
              --------------------------          ------------------

              Name:   Kenneth L. Zakin
              Title:  Director and President






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