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) August 17, 1995


                    Preferred Properties Fund 80		
        (Exact Name of Registrant as Specified in Its Charter)

                              California		
             (State or Other Jurisdiction of Incorporation)

             0-9508	                  94-2599964		 
   (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 1.   Change in Control

     On August 17, 1995, the stockholders of National Property 
Investors, Inc. ("NPI"), the sole shareholder of NPI Equity 
Investments II, Inc. ("NPI Equity"), the managing general partner 
of Fox Realty Investors, the general partner of Registrant's 
general partner, entered into an agreement to sell to IFGP 
Corporation, an affiliate of Insignia Financial Group, Inc. 
("Insignia), all of the issued and outstanding stock of NPI.  The 
sale of the stock is subject to the satisfaction of certain 
conditions (including, third party consents and other conditions 
not within the control of the parties to the agreement) and is 
scheduled to close in January 1996.  Upon Closing, it is expected 
that the current officers and directors of NPI Equity will resign 
and Insignia will elect new officers and directors. 

Item 7.   Financial Statements and Schedules

(c)     Exhibits

        2.   NPI, Inc. Stock Purchase Agreement, dated as of 
August 17, 1995  




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 80

                        By:  Montgomery Realty Company-80,
                             its general partner

                             By:  Fox Realty Investors,
                                  its managing general partner

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

Date:  August 21, 1995                 By:  /s/ Michael L. Ashner
                                            Michael L. Ashner, 
                                            President


                           EXHIBIT INDEX


       Exhibit                                      Page No.


2.    NPI, Inc. Stock Purchase Agreement,              5
      dated as of August 17, 1995