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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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New England Realty Associates Limited Partnership
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(Name of Issuer)
Depositary Receipts
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(Title of Class of Securities)
644206104
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(CUSIP Number)
Harold Brown
c/o New England Realty Associates Limited Partnership
39 Brighton Avenue
Allston, MA 02134
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 8, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 3 Pages
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CUSIP No. 13D Page of Pages
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Harold Brown ###-##-####
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 64,594
Person With ---------------------------
(8) Shared Voting
Power
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(9) Sole Dispositive
Power
64,594
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(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
64,594
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
6.06%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page of Pages
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ITEM 1. SECURITY AND ISSUER
Depositary Receipts
New England Realty Associates Limited Partnership
39 Brighton Avenue
Allston, Massachusetts 02134
ITEM 2. IDENTITY AND BACKGROUND
(a) Harold Brown
(b) c/o New England Realty Associates Limited Partnership
39 Brighton Avenue
Allston, Massachusetts 02134
(c) Real Estate Management
(d) No/Not Applicable (No criminal proceeding)
(e) No/Not Applicable (No civil proceeding)
(f) Citizenship - United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Depositary Receipts owned by Mr. Brown were acquired in periodic
open market purchases beginning in January 1988. On March 29, 1994,
Mr. Brown became a holder of over 5.0% of the outstanding Depositary
Receipts through his open market purchase at the time of 2,000
Depositary Receipts at a purchase price of $6.00 per Depositary
Receipt. On February 8, 1998, Mr. Brown purchased 1,500 Depositary
receipts at a purchase price of $9.50 per Depositary Receipt.
Mr. Brown used his own personal funds to acquire such Depositary
Receipts.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Brown purchased the Depositary Receipts for investment
purposes and to acquire an increased equity interest in the
Partnership. Mr. Brown has at various times since January 1988
purchased Depositary Receipts on the open market, and
Mr. Brown may continue to purchase Depositary Receipts on the open
market or otherwise, or may dispose of depositary Receipts on the
open market or otherwise, subject to a number of factors, including,
among others, market conditions and the market price of the
Depositary Receipts, the condition of the Partnership, the
availability of funds and the availability of other business
opportunities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Brown beneficially owns 64,594 Depositary Receipts,
representing approximately 6.06% of the outstanding Depositary
Receipts.
(b) Mr. Brown has sole voting and dispositive power with respect to
the 64,594 Depositary Receipts owned by him.
(c) On February 8, 1998, Mr. Brown purchased 1,500 Depositary Receipts
on the open market at $9.50 per Depositary Receipt. The sources
of funds for such purchases was personal funds of Mr. Brown.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
April , 1998
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(Date
/s/ Harold Brown
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(Signature)
Harold Brown
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(Name/Title)
