ANGELES PARTICIPATING MORTGAGE TRUST
8-K, 1997-12-19
REAL ESTATE INVESTMENT TRUSTS
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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): December 19, 1997


                      ANGELES PARTICIPATING MORTGAGE TRUST
             (Exact name of registrant as specified in its charter)


       California                    1-10150                95-6881527
(State or other jurisdiction  (Commission File Number)   (I.R.S. Employer
     of incorporation)                                  Identification No.)


             Three Pickwick Plaza - Suite 250
                    Greenwich, CT                              06380
          (Address of principal executive offices)          (Zip Code)

                                                       
                                                                      

Copy to:    Jay Sugarman                               James B. Carlson
            Angeles Participating Mortgage Trust       Mayer, Brown & Platt
            Three Pickwick Plaza, Suite 250            1675 Broadway
            Greenwich, CT 06380                        New York, NY  10019

Registrant's telephone number, including area code: (203) 861-2000


                                 Not Applicable
          (Former name or former address, if changed since last report)




<PAGE>



Item 4.  Changes in Registrant's Certifying Accountant.

         Effective  December 19, 1997, the  registrant has dismissed  Deloitte &
Touche L.L.C. ("Deloitte & Touche") as the registrant's  independent accountant,
and  has  retained  Price  Waterhouse  L.L.C.  ("Price  Waterhouse")  as the new
independent  accountant  for  the  registrant.  The  registrant  has  reached  a
preliminary  agreement  in  principle  to acquire over $1 billion in assets from
Starwood  Mezzanine   Investors,   L.P.  ("Starwood   Mezzanine")  and  Starwood
Opportunity  Fund IV, L.P.  ("SOFI IV").  Price  Waterhouse  is the  independent
accountant  to both Starwood  Mezzanine and SOFI IV. The change was  implemented
solely as a result of Price  Waterhouse's  familiarity with the assets that will
be contributed to the registrant by Starwood  Mezzanine and SOFI IV.  Deloitte &
Touche's reports on the registrant's financial statements for the past two years
contained no adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty,  audit scope or accounting principles. The change of
accountants  was duly approved by both the audit committee of the registrant and
the board of trustees of the registrant. During the registrant's two most recent
fiscal years and subsequent  interim period through the date of dismissal  there
have been no  disagreements  with  Deloitte & Touche on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.





<PAGE>


                                   SIGNATURES


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


                                  ANGELES PARTICIPATING MORTGAGE TRUST
                                  (Registrant)


Date: December 19, 1997           By: /s/ Jay Sugarman
                                      ------------------------------
                                     Name:  Jay Sugarman
                                     Title: President & Chief Executive Officer





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