SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 3
PURSUANT TO SECTION 12, 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 16, 1996
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WALDEN RESIDENTIAL PROPERTIES, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND
(State of other jurisdiction
of incorporation or
organization)
1-12592
(Commission file number)
75-2506197
(I.R.S. Employer Identification Number)
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Dallas, Texas 75240
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 788-0510
Not Applicable
(Former name or former address, if changed since last report)
EXPLANATORY NOTE
Walden Residential Properties, Inc., a Maryland corporation,
hereby amends its Form 8-K dated September 16, 1996, and filed with
the Securities and Exchange Commission on October 1, 1996 to
include the Independent Auditors' Consent - Exhibit 23.1.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statement on Form S-3 (Registration No. 333-13809) and
the Registration Statement on Form S-3 (Registration No. 333-02520)
for our report dated November 1, 1996, with respect to the combined
statement of revenues and certain expenses of Villas of St. Moritz,
Remington, Costa del Sol, Summer Oaks, Ashbury Parke, Cozumel,
Princeton Meadows II, Raintree, Quayle Walk, Timber Creek and
Waterford included in the Current Report on Form 8-K of Walden
Residential Properties, Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Dallas, Texas
December 17, 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.
WALDEN RESIDENTIAL PROPERTIES, INC.
/s/ Mark S. Dillinger December 18, 1996
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Mark S. Dillinger Date
Executive Vice President,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
