1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                   FORM 10-Q



   [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1995



                         Commission File Number 0-10503



                     CONTINENTAL MORTGAGE AND EQUITY TRUST         
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



           California                                          94-2738844     
   --------------------------------                      ----------------------
   (State or Other Jurisdiction of                          (I.R.S. Employer
   Incorporation or Organization)                          Identification No.)



10670 North Central Expressway, Suite 300, Dallas, TX              75231   
- --------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                        (Zip Code)


                                 (214) 692-4700         
                        -------------------------------
                        (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 
                                              ---     ---



Shares of Beneficial Interest,
        no par value                                  2,918,112            
- ------------------------------            ---------------------------------
          (Class)                          (Outstanding at April 28, 1995)





                                       1
   2
                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The accompanying Consolidated Financial Statements have not been audited by
independent certified public accountants, but in the opinion of the management
of Continental Mortgage and Equity Trust (the "Trust"), all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
consolidated results of operations, consolidated financial position and
consolidated cash flows at the dates and for the periods indicated, have been
included.

                     CONTINENTAL MORTGAGE AND EQUITY TRUST
                         CONSOLIDATED BALANCE SHEETS


                                                                               March 31,           December 31,
                                                                                 1995                 1994    
                                                                             -------------         ------------
                            Assets                                                  (dollars in thousands)
                            ------                                                                   
                                                                                            
Notes and interest receivable
  Performing........................................                         $        4,297       $        4,269
  Nonperforming, nonaccruing........................                                  6,099                6,946
                                                                             --------------       --------------
                                                                                     10,396               11,215
Real estate held for sale, net of accumulated
  depreciation ($1,498 in 1995 and $1,409 in 1994)..                                 25,408               24,658

Less - allowance for estimated losses...............                                 (9,748)              (9,223)
                                                                             --------------       -------------- 
                                                                                     26,056               26,650
Real estate held for investment, net of accumulated
  depreciation ($12,921 in 1995 and $12,050 in 1994)                                141,358              124,706
Investment in marketable equity securities, at
  market (including $3,479 in 1995 and $3,447 in
  1994 of affiliates)...............................                                  4,402                4,341
Investments in partnerships.........................                                 13,688               13,805
Cash and cash equivalents...........................                                  3,046                7,478
Other assets (including $464 in 1995 and $604 in
  1994 from affiliates).............................                                  5,499                5,859
                                                                             --------------       --------------
                                                                             $      194,049       $      182,839
                                                                             ==============       ==============
      Liabilities and Shareholders' Equity
      ------------------------------------
Liabilities
Notes and interest payable..........................                         $      111,866       $       98,252
Other liabilities (including $172 in 1995 and $437
  in 1994 to affiliates)............................                                  4,436                5,820
                                                                             --------------       --------------
                                                                                    116,302              104,072
Commitments and contingencies
Shareholders' equity
Shares of Beneficial Interest, no par value;
  authorized shares, unlimited; issued and out-
  standing, 2,918,117 shares in 1995 and 2,918,133
  shares in 1994....................................                                  8,766                8,766
Paid-in capital.....................................                                260,060              260,060
Accumulated distributions in excess of accumulated
  earnings..........................................                               (193,757)            (192,676)
Net unrealized gains on marketable equity 
  securities........................................                                  2,678                2,617
                                                                             --------------       --------------
                                                                                     77,747               78,767
                                                                             --------------       --------------
                                                                             $      194,049       $      182,839
                                                                             ==============       ==============



The accompanying notes are an integral part of these Consolidated Financial
Statements.





                                       2
   3
                     CONTINENTAL MORTGAGE AND EQUITY TRUST
                     CONSOLIDATED STATEMENTS OF OPERATIONS






                                                                                    For the Three Months                 
                                                                                       Ended March 31,                   
                                                                              ----------------------------------               
                                                                                1995                     1994            
                                                                              ----------             -----------          
                                                                                     (dollars in thousands,                 
                                                                                        except per share)                   
                                                                                            
Revenue
  Rents........................................                              $        8,361       $        5,878
  Interest.....................................                                         200                  666
  Equity in income (loss) of partnerships......                                         107                  (23)
                                                                             --------------       -------------- 
                                                                                      8,668                6,521



Expenses
  Property operations..........................                                       4,985                3,664
  Interest.....................................                                       2,106                1,660
  Depreciation.................................                                         963                  725
  Provision for losses.........................                                         541                  200
  Advisory fee to affiliate....................                                         352                  289
  General and administrative...................                                         365                  312
                                                                             --------------       --------------
                                                                                      9,312                6,850
                                                                             --------------       --------------


Net (loss).....................................                              $         (644)      $         (329)
                                                                             ==============       ============== 



Earnings per share
Net (loss).....................................                              $         (.22)      $         (.11)
                                                                             ==============       ============== 



Weighted average shares of beneficial interest
  used in computing earnings per share.........                                   2,918,126            2,919,189
                                                                             ==============       ==============






The accompanying notes are an integral part of these Consolidated Financial
Statements.





                                       3
   4
                     CONTINENTAL MORTGAGE AND EQUITY TRUST
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY





                                                                                                                          
                                                                                  Accumulated        Unrealized   
                                        Shares of                                Distributions        Gains on     
                                   Beneficial Interest                           in Excess of       Marketable          
                                --------------------------        Paid-in        Accumulated           Equity         Shareholders' 
                                  Shares         Amount           Capital          Earnings          Securities          Equity 
                                ---------      ----------      ------------    ----------------   ---------------   ----------------
                                                                      (dollars in thousands)             
                                                                                                  
Balance, January 1,                                                                                               
       1995................    2,918,133   $       8,766     $      260,060   $      (192,676)    $       2,617     $      78,767
                                                                                                                                 
                                                                                                                  
Fractional shares of                                                                                              
       beneficial interest                                                                                        
       acquired............          (16)            -                  -                 -                 -                 -
                                                                                                                               
                                                                                                                  
Distributions ($.15                                                                                               
       per share)..........          -               -                  -                (437)               -               (437)
                                                                                                                  
Unrealized gains on                                                                                               
       marketable equity                                                                                          
       securities..........          -               -                  -                 -                  61                61
                                                                                                                                 
                                                                                                                  
Net (loss)............               -               -                  -                (644)              -                (644)
                            ------------   -------------     --------------   ---------------     -------------     ------------- 
                                                                                                                  
                                                                                                                  
Balance, March 31,                                                                                                
       1995................    2,918,117   $       8,766     $      260,060   $      (193,757)    $       2,678     $      77,747
                            ============   =============     ==============   ===============     =============     =============
                                                                                                                      
                                                                                                                          




The accompanying notes are an integral part of these Consolidated Financial
Statements.





                                       4
   5
                     CONTINENTAL MORTGAGE AND EQUITY TRUST
                     CONSOLIDATED STATEMENTS OF CASH FLOWS






                                                                                      For the Three Months
                                                                                        Ended March 31,    
                                                                               ----------------------------------
                                                                                 1995                    1994 
                                                                               ----------              --------
                                                                                   (dollars in thousands)
                                                                                            
Cash Flows from Operating Activities
 Rents collected...................................                          $        8,321       $        5,928
 Interest collected................................                                     108                  795
 Interest paid.....................................                                  (1,885)              (1,383)
 Payments for property operations..................                                  (5,187)              (3,556)
 General and administrative expenses paid..........                                    (321)                (471)
 Advisory fee paid to affiliate....................                                    (352)                (289)
 Distributions from partnerships' operating cash
     flow..........................................                                     224                  -
 Other.............................................                                    (185)                   9
                                                                             --------------       --------------

     Net cash provided by operating activities.....                                     723                1,033


Cash Flows from Investing Activities
 Acquisition of real estate........................                                  (3,329)              (2,150)
 Funding of capital improvement escrow.............                                    (252)                 -
 Real estate improvements..........................                                    (329)                (105)
 Proceeds from sale of real estate.................                                      33                1,025
 Collections on notes receivable...................                                      20                  235
 Contributions to partnerships.....................                                     -                    (74)
                                                                             --------------       -------------- 

     Net cash (used in) investing activities.......                                  (3,857)              (1,069)


Cash Flows from Financing Activities
 Distributions to shareholders.....................                                    (437)                (437)
 Proceeds from notes payable.......................                                     -                  1,119
 Payments on notes payable and margin borrowings...                                    (861)                (254)
                                                                             --------------       -------------- 

     Net cash provided by (used in) financing
       activities..................................                                  (1,298)                 428
                                                                             --------------       --------------


Net increase (decrease) in cash and cash
 equivalents.......................................                                  (4,432)                 392
Cash and cash equivalents, beginning of period.....                                   7,478                1,771
                                                                             --------------       --------------

Cash and cash equivalents, end of period...........                          $        3,046       $        2,163
                                                                             ==============       ==============




The accompanying notes are an integral part of these Consolidated Financial
Statements.





                                       5
   6
                     CONTINENTAL MORTGAGE AND EQUITY TRUST
               CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued







                                                                                      For the Three Months
                                                                                         Ended March 31,     
                                                                                -------------------------------
                                                                                  1995                  1994 
                                                                               -----------           ----------
                                                                                     (dollars in thousands)
                                                                                                 
Reconciliation of net (loss) to net cash
 provided by operating activities
Net (loss)...........................................                        $         (644)      $         (329)
Adjustments to reconcile net (loss) to net cash
 provided by  operating activities
 Depreciation and amortization.......................                                   922                  725
 Provision for loss..................................                                   541                  200
 (Increase) decrease in interest receivable..........                                   (75)                 353
 (Increase) in other assets..........................                                  (254)                 (41)
 Increase (decrease) in other liabilities............                                   (13)                  62
 Increase in interest payable........................                                   129                   40
 Distributions from partnerships' operating cash
     flow............................................                                   224
 Equity in (income) loss of partnerships.............                                  (107)                  23
                                                                             --------------       --------------
 Net cash provided by operating activities...........                        $          723       $        1,033
                                                                             ==============       ==============



Noncash investing and financing activities

 Notes payable from acquisition of real estate.......                        $       13,803       $        9,205

 Interest on wraparound mortgage loan paid directly
     to underlying lienholder........................                                   -                    214

 Unrealized gain on marketable equity securities.....                                    61                  150

 Carrying value of real estate acquired through
     insubstance foreclosure.........................                                   891                  -






The accompanying notes are an integral part of these Consolidated Financial
Statements.





                                       6
   7
                     CONTINENTAL MORTGAGE AND EQUITY TRUST
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  BASIS OF PRESENTATION

The accompanying Consolidated Financial Statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.  Operating results for the three month period ended March 31, 1995
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1995.  Dollar amounts in tables are in thousands.  For
further information, refer to the Consolidated Financial Statements and Notes
thereto included in the Trust's Annual Report on Form 10-K for the year ended
December 31, 1994 ("1994 Form 10-K").

NOTE 2.  INVESTMENTS IN PARTNERSHIPS

The Trust's investments in partnerships accounted for using the equity method
consisted of the following at March 31, 1995:


                                                                                
           Sacramento Nine.......................                                  $          964
           Indcon, L.P...........................                                          12,724
                                                                                   --------------
                                                                                   $       13,688
                                                                                   ==============


The Trust and National Income Realty Trust ("NIRT") are partners in Sacramento
Nine, the Trust having a 30% interest in the partnership's earnings, losses and
distributions.  The Trust and NIRT are also partners in Income Special
Associates ("ISA"), a joint venture partnership in which the Trust has a 60%
interest in earnings, losses and distributions.  ISA in turn owns a 100%
interest in Indcon, L.P.  The partnership agreements require the consent of
both the Trust and NIRT for any material changes in the operations of the
partnerships' properties, including sales, refinancings and changes in property
management.  The Trust, as a noncontrolling partner, accounts for its
investment in the partnerships using the equity method.

Set forth below is summarized results of operations for the partnerships the
Trust accounts for using the equity method for the three months ended March 31,
1995:


                                                                                
           Rents...................................                                $       1,970
           Depreciation............................                                         (544)
           Property operations.....................                                         (477)
           Interest expense........................                                         (678)
                                                                                   ------------- 

           Net income..............................                                $         271
                                                                                   =============


NOTE 3.  MORTGAGE NOTES RECEIVABLE

At December 31, 1994, the $1.5 million first mortgage note receivable secured
by the Alderwood Apartments in Detroit, Michigan was in default.  In April
1995, the borrower offered the Trust $1.0 million in cash in





                                       7
   8
                     CONTINENTAL MORTGAGE AND EQUITY TRUST
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



NOTE 3.  MORTGAGE NOTES RECEIVABLE (Continued)

full satisfaction of the debt, which the Trust agreed to accept.  A provision
for loss of $541,000 was recognized in the accompanying Consolidated Statement
of Operations for the three months ended March 31, 1995 to provide for the loss
on the discounted payoff of the mortgage note receivable.  The $1.0 million
discounted payoff of the note receivable was received on May 9, 1995.

In March 1995, the Trust recorded the insubstance foreclosure of the collateral
property securing a mortgage note receivable with a principal balance of
$891,000.  See NOTE 4. "REAL ESTATE."

NOTE 4.  REAL ESTATE

In February 1995, the Trust purchased the Sullyfield Commerce Center, a 243,813
square foot industrial facility in Chantilly, Virginia, for $11.0 million.  The
Trust paid $2.2 million in cash and the seller provided mortgage financing of
$8.8 million.  The mortgage bears interest at a rate of 6% per annum through
December 1996 and 9% per annum thereafter, requires monthly payments of
interest only through January 1999 and principal and interest payments of
$73,000 thereafter and matures in January 2001.  The Trust paid a real estate
brokerage commission of $285,000 to Carmel Realty, Inc. ("Carmel Realty"), an
affiliate of Basic Capital Management, Inc. ("BCM"), the Trust's advisor, and
an acquisition fee of $110,000 to BCM based on the $11.0 million purchase price
of the property.

In March 1995, the Trust purchased the Metro Zane Warehouses, six industrial
warehouse facilities with a total of 330,334 square feet in Dallas, Texas, for
$5.4 million.  The Trust paid $444,000 in cash, obtained new mortgage financing
of $4.6 million and the seller provided additional financing of $403,000.   The
$4.6 million mortgage bears interest at a variable rate, currently 9.25% per
annum, requires monthly payments of interest only and matures in July 1999.
The $403,000 seller financing bears interest at rates ranging from 6% to 8% per
annum, requires monthly payments of principal and interest of $3,000 and
matures in July 1999.  In addition, the Trust funded a $252,000 capital
improvement escrow related to the $4.6 million mortgage.  The Trust paid a real
estate brokerage commission of $178,000 to Carmel Realty and an acquisition fee
of $54,000 to BCM based on the $5.4 million purchase price.

In March 1995, the Trust recorded the insubstance foreclosure of Driftwood
Apartments, a 138 unit apartment complex in Detroit, Michigan.  Driftwood
Apartments had an estimated fair value (minus estimated costs of sale) at the
date of foreclosure, which exceeded the carrying value of the Trust's note
receivable.  Foreclosure of the property was completed on May 2, 1995.  The
foreclosure resulted in no loss to the Trust.





                                       8
   9
                     CONTINENTAL MORTGAGE AND EQUITY TRUST
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


NOTE 5.  NOTES PAYABLE

In February 1995, after determining that further investment in Genesee Towers,
an office building in Flint, Michigan, could not be justified without a
substantial modification of the mortgage debt, the Trust ceased making debt
service payments on the $8.8 million nonrecourse mortgage secured by the
property.  The Trust is attempting to negotiate with the lender to modify the
mortgage.  However, there can be no assurance that such negotiations will be
successful or that the Trust will continue to own the property.  Accordingly,
as of December 31, 1994, the carrying value of the property was written down by
$1.2 million, which was included in the 1994 provision for losses, to the
amount of the nonrecourse mortgage.

NOTE 6.  COMMITMENTS AND CONTINGENCIES

The Trust is involved in various lawsuits arising in the ordinary course of
business.  Management of the Trust is of the opinion that the outcome of these
lawsuits would have no material impact on the Trust's financial condition.
                      ____________________________________


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Introduction

Continental Mortgage and Equity Trust (the "Trust") was formed to invest in
real estate through acquisitions, leases and partnerships and in mortgage loans
on real estate, including first, wraparound and junior mortgage loans.  The
Trust was organized on August 27, 1980 and commenced operations on December 3,
1980.

Liquidity and Capital Resources

Cash and cash equivalents aggregated $3.0 million at March 31, 1995, compared
with $7.5 million at December 31, 1994.  The principal reasons for the
reduction in cash are discussed in the paragraphs below.

The Trust's principal sources of cash have been and will continue to be
property operations, proceeds from property sales, collections of mortgage
notes receivable and borrowings.  The Trust expects that funds from operations
and from anticipated external sources, such as property sales and refinancings,
will be sufficient to meet the Trust's various cash needs, including, but not
limited to, debt service obligations, shareholder distributions and property
maintenance and improvements.

The Trust's cash flow from property operations (rents collected less payments
for property operating expenses) increased from $2.4 million in the first
quarter of 1994 to $3.1 million in the first quarter of 1995.  Of this net
increase, $1.0 million is the result of the Trust acquiring





                                       9
   10
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

ten additional income producing properties in the last  nine months of 1994 and
first three months of 1995.  This increase is partially offset by a decrease in
cash flow from one of the Trust's commercial properties and two of the Trust's
apartment complexes due to a decrease in occupancy rates and an increase in
operating expenses.  The Trust's management believes that the Trust's cash flow
from property operations will continue to increase as the Trust benefits from
the properties acquired in the last nine months of 1994 and first three months
of 1995.

In February 1995, the Trust purchased the Sullyfield Commerce Center, a 243,813
square foot industrial facility in Chantilly, Virginia, for $11.0 million.  The
Trust paid $2.2 million in cash and the seller provided mortgage financing of
$8.8 million.

In March 1995, the Trust purchased the Metro Zane Warehouses, six industrial
warehouse facilities with a total of 330,334 square feet in Dallas, Texas, for
$5.4 million.  The Trust paid $444,000 in cash, obtained new mortgage financing
of $4.6 million and the seller provided additional financing of $403,000.  In
addition, the Trust funded a $252,000 capital improvement escrow related to the
$4.6 million mortgage.

In May 1995, the Trust received $1.0 million in cash from the discounted payoff
of the mortgage note receivable secured by the Alderwood Apartments in Detroit,
Michigan.  See NOTE 3. "MORTGAGE NOTES RECEIVABLE."

The Trust's Board of Trustees has authorized the Trust to repurchase a total of
976,667 of its shares of beneficial interest, of which 191,517 shares remain to
be purchased as of April 28, 1995.  The Trust has not repurchased any of its
shares during 1995.

On March 31, 1995, the Trust paid a regular quarterly distribution of $.15 per
share, totaling $437,000, to shareholders of record on March 15, 1995.

On a quarterly basis, the Trust's management reviews the carrying value of the
Trust's mortgage notes receivable, properties held for investment and
properties held for sale.  Generally accepted  accounting principles require
that the carrying value of such assets cannot exceed the lower of their
respective carrying amounts or estimated net realizable value.  In an instance
where the estimated net realizable value is less than the carrying amount at
the time of evaluation, a provision for loss is recorded by a charge against
earnings.  The estimate of  net realizable value of mortgage notes receivable
is based on management's review and evaluation of the collateral property
securing the mortgage note.  The property review generally includes selective
property inspections, a review of the property's current rents compared to
market rents, a review of the property's expenses, a review of maintenance
requirements,





                                       10
   11
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

discussions with the manager of the property and a review of the surrounding
area.  See "Recent Accounting Pronouncement," below.

Results of Operations

For the quarter ended March 31, 1995, the Trust had a net loss of $644,000,
compared to a net loss of $329,000 for the quarter ended March 31, 1994.  The
primary factors contributing to the Trust's increased net loss are discussed in
the following paragraphs.

Net rental income (rents less property operating expenses) increased from $2.2
million for the three months ended March 31, 1994 to $3.4 million for the three
months ended March 31, 1995.  Of this increase, $1.1 million is due to the
acquisition of seven apartment complexes and three commercial properties
subsequent to March 31, 1994.  In addition, net rental income increased by
$200,000 due to increased occupancy rates and lower operating expenses at two
of the Trust's apartment complexes.  These increases were partially offset by a
decrease in net  rental income at one of the Trust's commercial properties and
two of the Trust's apartment complexes due to a decrease in occupancy rates and
higher operating expenses incurred in an effort to increase occupancy.

Interest income decreased from $666,000 for the three months ended March 31,
1994 to $200,000 for the three months ended March 31, 1995.  Of this decrease,
$388,000 is attributable to a $14.0 million wraparound mortgage note receivable
which was paid in full in December 1994 and an additional $64,000 is due to the
foreclosure during 1994 of two properties securing two of the Trust's other
mortgage notes receivable.  Interest income is expected to continue at
approximately the first quarter's level for the remainder of 1995, as the Trust
is not considering new mortgage lending except in connection with purchase
money financing of sales of Trust properties.

The Trust's equity in income of partnerships of $107,000 for the three months
ended March 31, 1995 compared to a loss of $23,000 for the three months ended
March 31, 1994.  This improvement in the operations of the Trust's equity
affiliates is primarily due to higher occupancy and lower operating expenses at
the 32 warehouse facilities owned by Indcon, L.P., a joint venture partnership
in which the Trust owns a 60% interest.  See NOTE 2. "INVESTMENTS IN
PARTNERSHIPS."

Interest expense increased from $1.7 million for the three months ended March
31, 1994 to $2.1 million for the three months ended March 31, 1995.  Of this
increase, $487,000 is due to interest expense recorded on mortgages secured by
properties acquired subsequent to March 31, 1994.  An additional $173,000 is
due to interest expense recorded on borrowings subsequent to March 31, 1994,
all secured by mortgages on previously unencumbered apartment complexes.  These
increases are partially offset by a decrease of $214,000 due to the payoff of
the underlying lien related to the payoff of a $14.0 million wraparound
mortgage note receivable in December 1994.





                                       11
   12
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Results of Operations (Continued)

Depreciation expense increased from $725,000 for the three months ended March
31, 1994 to $963,000 for the same period in 1995.  This increase is due to the
acquisition of seven apartment complexes and three commercial properties
subsequent to March 31, 1994.

A provision for losses of $541,000 was recognized in the three months ended
March 31, 1995 to provide for the loss on the discounted payoff of the mortgage
note receivable secured by Alderwood Apartments.  See NOTE 3. "MORTGAGE NOTES
RECEIVABLE."  A provision for losses of $200,000 was recorded for the three
months ended March 31, 1994 to provide for the loss on the sale of Oak Forest
Apartments, one of the Trust's foreclosed properties held for sale.

Advisory fee to affiliate increased from $289,000 for the three months ended
March 31, 1994 to $352,000 for the three months ended March 31, 1995.  This
increase is due to an increase in the Trust's gross assets, the basis for the
advisory fee, as a result of the acquisition of ten properties subsequent to
March 31, 1994.  The advisory fee is expected to continue to increase as the
Trust makes additional property acquisitions.

General and administrative expenses increased from $312,000 for the three
months ended March 31, 1994 to $365,000 for the three months ended March 31,
1995.  This increase is primarily attributable to an increase in legal fees.

Tax Matters

As more fully discussed in the Trust's 1994 Form 10-K, the Trust has elected
and in the opinion of the Trust's management, qualified to be taxed as a Real
Estate Investment Trust ("REIT") as defined under Sections 856 through 860 of
the Internal Revenue Code of 1986, as amended, (the "Code").  To continue to
qualify for federal taxation as a REIT under the Code, the Trust is required to
hold at least 75% of the value of its total assets in real estate assets,
government securities and cash and cash equivalents at the close of each
quarter of each taxable year.  The Code also requires a REIT to distribute at
least 95% of its REIT taxable income plus 95% of its net income from
foreclosure property, as defined in Section 857 of the Code, on an annual basis
to shareholders.

Inflation

The effects of inflation on the Trust's operations are not quantifiable.
Revenues from property operations fluctuate proportionately with increases and
decreases in housing costs.  Fluctuations in the rate of inflation also affect
the sales values of properties and, correspondingly, the ultimate gains to be
realized by the Trust from property  sales.  To the extent that inflation
affects interest rates, the Trust's earnings from short-term investments and
the cost of new borrowings as well as its existing variable rate borrowings
will be affected.





                                       12
   13
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)


Environmental Matters

Under various federal, state and local environmental laws, ordinances and
regulations, the Trust may be potentially liable for removal or remediation
costs, as well as certain other potential costs relating to hazardous or toxic
substances (including governmental fines and injuries to persons and property)
where property-level managers have arranged for the removal, disposal or
treatment of hazardous or toxic substances.  In addition, certain environmental
laws impose liability for release of asbestos-containing materials into the
air, and third parties may seek recovery from the Trust for personal injury
associated with such materials.

The Trust's management is not aware of any environmental liability relating to
the above matters that would have a material adverse effect on the Trust's
business, assets or results of operations.

Recent Accounting Pronouncement

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No.  121 - "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to Be Disposed Of".
The statement requires that long-lived assets be considered impaired "...if the
sum of the expected future cash flows (undiscounted and without interest
charges) is less than the carrying amount of the asset."  If impairment exists,
an impairment loss shall be recognized, by a charge against earnings, equal to
"...the amount by which the carrying amount of the asset exceeds the fair value
of the asset."  If impairment of a long-lived asset is recognized, the carrying
amount of the asset shall be reduced by the amount of the impairment, shall be
accounted for as the asset's "new cost" and such new cost shall be depreciated
over the asset's remaining useful life.

SFAS No. 121 further requires that long-lived assets held for sale "...be
reported at the lower of carrying amount or fair value less cost to sell."  If
a reduction in a held for sale asset's carrying amount to fair value less cost
to sell is required, a provision for loss shall be recognized by a charge
against earnings.  Subsequent revisions, either upward or downward, to a held
for sale asset's fair value less cost to sell shall be recorded as an
adjustment to the asset's carrying amount, but not in excess of the asset's
carrying amount when originally classified or held for sale.  A corresponding
charge or credit to earnings is to be recognized.  Long-lived assets held for
sale are not to be depreciated.  SFAS No. 121 is effective for fiscal years
beginning after December 15, 1995.

The Trust's management has not fully evaluated the effects of  adopting SFAS
No. 121, but expects that the Trust's policy with regard to the classification
of foreclosed revenue producing properties as assets held for sale will require
reevaluation.





                                       13
   14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Recent Accounting Pronouncement (Continued)

The Trust's management estimates that if the Trust had adopted SFAS No. 121
effective January 1, 1995, without a change in its policy of classifying
foreclosed revenue producing assets as held for sale, its depreciation in the
first quarter of 1995 would have been reduced by $89,000, its net loss reduced
by a like amount and that a provision for loss for either impairment of its
properties held for investment or for a decline in estimated fair value less
cost to sell of its properties held for sale would not have been required.


                 _____________________________________________


                          PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:



Exhibit
Number                        Description                     
- -------  -----------------------------------------------------
        
 27.0      Financial Data Schedule


 (b)     Reports on Form 8-K as follows:

           None





                                       14
   15
                                 SIGNATURE PAGE



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.




                                                
                                                   CONTINENTAL MORTGAGE AND EQUITY TRUST





Date:       May 11, 1995                           By:    /s/ Oscar W. Cashwell          
     -------------------------                        -----------------------------------
                                                      Oscar W. Cashwell
                                                      President





Date:       May 11, 1995                           By:    /s/ Hamilton P. Schrauff       
     -------------------------                        -----------------------------------
                                                      Hamilton P. Schrauff
                                                      Executive Vice President and
                                                      Chief Financial Officer






                                       15
   16
                     CONTINENTAL MORTGAGE AND EQUITY TRUST

                                  EXHIBITS TO
                         QUARTERLY REPORT ON FORM 10-Q

                   For the Three Months Ended March 31, 1995







Exhibit                                                                         Page
Number                         Description                                     Number
- -------     ---------------------------------------------------                ------
                                                                          
 27.0      Financial Data Schedule.                                             17






                                       16