SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 14, 1997
Presidio Capital Corp.
(Exact Name of Registrant as Specified in Charter)
British Virgin Islands 0-25780 N/A
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
c/o Hemisphere Management (Cayman) Limited
Zephyr House, Mary Street, Grand Cayman
Cayman Islands, British West Indies N/A
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(441)295-9166
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On January 14, 1997, the Superior Court of California,
County of Los Angeles, issued an order denying final approval
of the proposed settlement of Mark Erwin, Trustee et al v.
Resources High Equity, Inc. (the "HEP Action"). The HEP
Action is a class action litigation that commenced in 1993
and involves claims asserted on behalf of the limited
partners of HEP-85, HEP-86 and HEP-88, three publicly traded
limited partnerships against Resources High Equity, Inc.,
Resources Capital Corp., Integrated Resources Equity
Corporation, three subsidiaries of Presidio Capital Corp.
("Presidio") which were formerly indirect subsidiaries of
Integrated Resources, Inc. ("Integrated"), together with
a number of other defendants, including certain former
officers of Integrated.
The litigation and the proposed settlement
are described in detail in Presidio's 1995 Form 10-K and
its Form 10-Q for the quarter ended September 30, 1996.
Presidio is considering the appropriate course
of action in light of this development.
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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.
PRESIDIO CAPITAL CORP.
Dated: January 29, 1997 By: /s/ Jay L. Maymudes
Jay L. Maymudes
Vice President, Treasurer and
Chief Financial Officer
