WALDEN RESIDENTIAL PROPERTIES INC
10-Q/A, 1997-05-27
REAL ESTATE INVESTMENT TRUSTS
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                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                                FORM 10-Q
                              Amendment No. 1

           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 1997

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

                      Commission file number:     1-12592

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

                MARYLAND                          75-2506197
      (State or other jurisdiction    (I.R.S. Employer Identification of
        incorporation   Number)
            or organization)

                              One Lincoln Centre
                         5400 LBJ Freeway, Suite 400
                             Dallas, Texas 75240
                   (Address of principal executive offices)
                                
                                (972) 788-0510
             (Registrant's telephone number, including area code)
                                
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                          YES   X       NO         
                               ---

               APPLICABLE ONLY TO CORPORATE ISSUERS
                                
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:  As of
May 5, 1997, there were 17,401,486 shares of Common Stock, $0.01,
par value outstanding.

<Page 1>

                         EXPLANATORY NOTE

     Walden Residential Properties, Inc., a Maryland corporation,
hereby amends its Quarterly Report on Form 10-Q for the three
months ended March 31, 1997, by submitting Exhibit 12.1 which was
inadvertently omitted from the Company's previous filing.

<Page 2>

                            SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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

                                Date:   May 27, 1997
                                        -------------------------

<Page E-1>

                          EXHIBIT INDEX

      Exhibit No.         Description                         Page No.

        11.1              Computation of Net Income
                          per Share                            E-2 *

         27               Financial Data Schedule               --

        12.1              Computation of Ratio of
                          Earnings to combined Fixed
                          Charges and Preferred Stock
                          Dividends                            E-3



*  Previously filed with original Form 10-Q for the three months
   ended March 31, 1997.



<Page E-3>
                                                     Exhibit 12.1

               WALDEN RESIDENTIAL PROPERTIES, INC.
           COMPUTATION OF RATIO OF EARNINGS TO COMBINED
           FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                      (Dollars in thousands)
<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31,
                                                        ------------------
                                                     1997                1996
                                                     ----                ----
<S>                                                <C>                 <C>
Income before extraordinary item. . . . . . . . .  $ 6,735             $ 3,520
Add:
  Interest on indebtedness. . . . . . . . . . . .    4,877               4,922
  Amortization. . . . . . . . . . . . . . . . . .      211                 175
                                                   -------             -------
     Earnings . . . . . . . . . . . . . . . . . .  $11,823             $ 8,617
                                                   =======             =======
Fixed charges and preferred stock dividends:
  Interest on indebtedness. . . . . . . . . . . .  $ 4,877             $ 4,922
  Amortization. . . . . . . . . . . . . . . . . .      211                 175
                                                   -------             -------
     Fixed charges. . . . . . . . . . . . . . . .    5,088               5,097
  Add:
     Preferred stock dividends (1). . . . . . . .    3,717                 471
                                                   -------             -------
       Combined fixed charges and preferred
         stock dividends. . . . . . . . . . . . .  $ 8,805             $ 5,568
                                                   =======             =======

Ratio of earnings to fixed charges. . . . . . . .    2.32x               1.69x

Ratio of earnings to fixed charges and
  preferred stock dividends . . . . . . . . . . .    1.34x               1.55x

</TABLE>


(1)    Includes preferred stock dividends on convertible equity
       securities and convertible and perpetual (senior)
       preferred stock.



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