SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C. 20549

	FORM 8-K

	Pursuant to Section 13 or 15(d) of the
	Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 1997

	WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
	-------------------------------------------------
	(Exact name of registrant as specified in its charter)



    Delaware			   0-14536		  04-2869812
- -----------------------------------------------------------------
(State or other		(Commission		(IRS Employer
jurisdiction of		File Number)	   Identification No.)
incorporation)



   One International Place, Boston, MA				02110
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(Address of principal executive offices)             (Zip Code)


	Registrant's telephone number including area code: (617) 330-8600

Former name or former address, if changed since last report:

	Not applicable.


Item 5	Other Events.

On October 3, 1997, the reorganization of Crow Winthrop Operating 
Partnership (an entity in which the Registrant holds a 99% 
general partner interest) as provided for in the Third Amended 
and Restated Plan of Reorganization, dated July 23, 1997 of Crow 
Winthrop Operating Partnership (the "Plan") was implemented.  As 
disclosed in the Statement Furnished in Connection with the 
Solicitation of Consents, as amended (the "Statement") which was 
previously distributed to the limited partners of the Registrant, 
the Plan provided for, among other things:

	(a) the outstanding indebtedness encumbering the Operating 
Partnership's property (the "Headquarters Facility"), was 
satisfied by (i) the discharge, immediately prior to the transfer 
of the Headquarters Facility to Jamboree LLC, a newly formed 
limited liability company, of an amount of the existing debt 
sufficient to reduce the outstanding balance thereof to $104.5 
million, (ii) the subsequent contribution by the holders of the 
debt of $4.5 million of the remaining debt to Jamboree LLC in 
exchange for a 90% interest in Jamboree LLC, and (iii) the 
delivery of new promissory notes of Jamboree LLC in the original 
principal amount of $100 million to such holders in satisfaction 
of $100 million of the remaining $104.5 million of debt.

	(b)	The Operating Partnership made a capital contribution 
to Jamboree LLC of all of its assets and liabilities, including 
$500,000 of unencumbered cash and the Headquarters Facility and 
the debt encumbering the Headquarters Facility, in exchange for 
the remaining 10% interest in such entity.

	(c)	The Registrant would receive a payment of a $500,000 
fee for services rendered and expenses incurred in connection 
with the Plan.

	(d)	The Operating Partnership will be entitled to receive 
cash payments from, or additional equity interests in, a newly 
formed real estate investment trust based on the appreciation, if 
any, in the value of the Headquarters Facility.

	(e)	Winthrop California Management Limited Partnership, an 
entity in which the Registrant holds a 99% interest, was retained 
as the management and leasing agent for the Headquarters Facility 
for approximately five years.

Item 7.	Financial Statements and Exhibits

(c)	Exhibits

	
	20.	Statement Furnished in Connection with the Solicitation 
of Consents, dated July 31, 1997, incorporated by reference to 
the Registrant's Current Report on Form 8-K filed with the 
Securities and Exchange Commission on August 7, 1997.




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.

					WINTHROP CALIFORNIA INVESTORS 
LIMITED PARTNERSHIP


					By:  Winthrop Financial Associates,
						A Limited Partnership, as
						Managing General Partner


						By:  /s/Michael L. Ashner
							Michael L. Ashner
							Chief Executive Officer


DATED:  October 9, 1997


EXHIBIT INDEX


		Exhibit									Page


20.	Statement Furnished in Connection with				*
	the Solicitation of Consents, dated July 31, 1997




_______________

*	Incorporated by reference to the Registrant's Current Report 
on Form 8-K filed with the Securities and Exchange Commission on 
August 7, 1997
 



 

 




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