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) May 24, 1995		

                     	
                   Preferred Properties Fund 82		            
        (Exact Name of Registrant as Specified in Its Charter)

                              California		
             (State or Other Jurisdiction of Incorporation)

             0-10878	                  94-2775846		 
   (Commission File Number)        (I.R.S. Employer Identification No.)

         5665 Northside Drive, N.W., Atlanta, Georgia            30328
          (Address of Principal Executive Offices)          (Zip Code)

                              (404) 916-9090		 
           (Registrant's Telephone Number, Including Area Code)

                              N/A                               	
       (Former Name or Former Address, if Changed Since Last Report)	



Item 2.    Acquisition or Disposition of Assets

     On May 24, 1995, Registrant sold its interest in the joint 
venture which owned the Cleveland Marriott Hotel to its joint venture 
partner.  Registrant received net proceeds of $6,000,000 from the 
sale, which resulted in a gain of $8,500,000.  Registrant held 
a 65% interest in the joint venture.  Registrant's only remaining 
asset is a note receivable in the amount of $4,250,000 which was 
issued to Registrant as partial payment of the purchase price of the 
Amfac Hotel.  The Note is due February 1997 and is secured by the 
Amfac Hotel.  

Item 7.  Financial Statements, Pro Forma Financial Information and 
          Exhibits

(b)  Pro Forma Financial Information:

     Registrant will file the required proforma financial information 
within the prescribed time period.






                                 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.


                           PREFERRED PROPERTIES FUND 82

                           By:  Montgomery Realty Company 80, 
                                its General Partner

                                By:  Fox Realty Investors,
                                     its Managing Partner

                                     By:  NPI Equity Investments II, Inc.,	
                                          its Managing partner

Date:  June 6, 1995                        By:   /s/ Michael L. Ashner      
                                                Michael L. Ashner, 
                                                President