WALDEN RESIDENTIAL PROPERTIES INC
8-K, 1997-10-31
REAL ESTATE INVESTMENT TRUSTS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                     ----------------------

                            FORM 8-K

          PURSUANT TO SECTION 12, 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 23, 1997

         -------------------------------------------

            WALDEN RESIDENTIAL PROPERTIES, INC.
   (Exact name of Registrant as specified in its Charter)

                          MARYLAND
                (State or 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)




<Page 1>

Item 5.   Other Events

     Effective October 23, 1997, Michael E. Masterson has been
appointed Chairman of the Board.  Marshall B. Edwards, Walden's
President and Chief Acquisitions Officer has been appointed to the
position of Chief Executive Officer.  Mr. Masterson is succeeding
Don R. Daseke, who has resigned his positions as Walden's Chairman
of the Board and Chief Executive Officer.  Both Mr. Daseke and
Maxwell Bruce Drever will continue as members of the Board of
Directors and have each been named Chairman Emeritus.

     Marshall Edwards has been a Director and has served as the
Chief Acquisitions Officer of Walden since 1993.  He was elected
President on June 8, 1995.  Prior to joining Walden, Mr. Edwards
was Executive Vice President of NHP Real Estate Corporation and
President of NHP Acquisition Corporation, both affiliates of
NHP, Inc.  Mr. Edwards obtained his M.B.A. from Southern
Methodist University.

Michael Masterson was President of Drever Partners, Inc., which
merged with Walden earlier this month. At Drever, he was
responsible for putting in place the corporation's institutional
investor base and the overall administration of the company and
its various subsidiaries.  During his career, Mr. Masterson was
the president of a San Francisco-based portfolio management,
investment, and real estate  development company and has worked
in international real estate research and consulting.
Mr. Masterson graduated from the University of Notre Dame and
obtained his M.B.A. from Stanford University.

<Page 2>
                            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.

                                By:   / s /  Mark S. Dillinger
                                      ------------------------
                                      Mark S. Dillinger
                                      Executive Vice President,
                                      Chief Financial Officer and Director
                                      (Principal Financing and Accounting
                                      Officer)

                                Date: October 31, 1997
                                      ------------------------




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