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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

XANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
 
For the fiscal year ended December 31, 1995
 
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission file number: 1-12592

WALDEN RESIDENTIAL PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)

Maryland75-2506197
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
One Lincoln Centre, 5400 LBJ Freeway,
Suite 400, LB 45, Dallas, Texas
75240
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code:    (214) 788-0510
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class:
Name of each exchange on which registered:
Common Stock,
$.01 par value
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether 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 Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes X                No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. X

The aggregate market value of the voting stock held by non-affiliates of the registrant was $285,116,607 at March 4, 1996.

The number of shares of common stock outstanding at March 4, 1996 was 14,248,115.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information in the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission related to the Company's 1996 Annual Meeting of Stockholders is incorporated by reference into Part III hereof.



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