Cusip 74156H109

Item 1:  Reporting Person: Arnhold and S. Bleichroeder, Inc. (Tax ID: 134959915)
Item 4:  State of New York
Item 5:  None
Item 6:  None
Item 7:  None
Item 8:  None
Item 9:  None
Item 11: 0.0%
Item 12: IA, BD


Cusip 74156H109
Schedule 13 G (Cont.)                        

Item 1(a)-  Name of Issuer: Prime Residential, Inc.

Item 1(b)-  Address of Issuer's Principal Executive Offices:

                  77 Wacker Drive
                  Suite 3900
                  Chicago, IL 60601

Item 2(a)-  Name of Person Filing: Arnhold and S. Bleichroeder, Inc.


Item 2(b)-  Address of Principal Business Office: 1345 Ave of Americas
                                                  New York, NY 10105

Item 2(c)-  Citizenship: New York, NY, USA (Place of Incorporation)

Item 2(d)-  Title of Class of Securities:      Common Stock

Item 2(e)- Cusip Number: 74156H109

Item     3-This  statement is being filed pursuant to Rule 13d-1(b).  The person
         filing is a : (a) Broker or Dealer  registered  under Section 15 of the
         act; and  (e)-Investment  Advisor  registered  under Section 203 of the
         Investment Advisors Act of 1940.

Item 4(a)  Amount beneficially owned:  -0-

Item 4(b) - Percent of Class:  -0-

Item 4(c)- Number of Shares to which A & SB has:
         (i)--sole power to vote or to direct the vote:                 -0-
         (ii)-shared power to vote or to direct the vote:               -0-
         (iii)sole power to dispose or to direct the disposition of:    -0-
         (iv)-shared power to dispose or to direct the disposition of   -0-

Item 5   -  Ownership of Five Percent or Less of a Class:  YES
            --------------------------------------------

Item 6   -  Ownership of More than Five percent on Behalf of Another Person:
            ----------------------------------------------------------------
         Not Applicable









Cusip   74156H109
Schedule G (Cont.)                                

Item     7-Identification  and  Classification  of the Subsidiary Which Acquired
         the Security Being Reported on By the Parent Holding Company:

         Not Applicable

Item 8-Identification and Classification of Members of the Group:

         Not Applicable

Item 9-Notice of Dissolution of Group:

         Not Applicable

Item 10  -  Certification:

            By signing  below I certify  that,  to the best of my knowledge  and
            belief,  the  securities  referred  to above  were  acquired  in the
            ordinary course of business and were not acquired for the purpose of
            and do not have the effect of changing or influencing the control of
            the issuer of such  securities  and were not acquired in  connection
            with or as a participant in any transaction  having such purposes or
            effect.


                                    SIGNATURE

After reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

            Date: February 13, 1997

         ARNHOLD AND S. BLEICHROEDER, INC.


         By:      /S/ Ronald A. Bendelius
                 --------------------------------
                  Ronald A. Bendelius
                  Senior Vice President


         By:      /S/ Charles J Rodriguez
                 --------------------------------
                  Charles J. Rodriguez
                  Senior Vice President