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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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
(617) 783-0039
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 10, 2000
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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. 644206104 13D Page 2 of 3 Pages
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HAROLD BROWN - SS####-##-####
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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
N/A
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(4) Source of Funds*
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
U.S.
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(6) Citizenship or Place of Organization
N/A
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 1,600
Person With --------------------------------------------
(8) Shared Voting
Power
0
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(9) Sole Dispositive
Power
1,600
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(10) Shared Dispositive
Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,600 (99,994, if the 98,394 Owned by the NERA 1994 Irrevocable Trust are
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included)
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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)
0.1% (8.8%, if the Depositary Receipts owned by the NERA 1994 Irrevocable Trust
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are included) as of April 24, 2000
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No. 644206104 13D Page 3 of 3 Pages
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This Amendment No. 4 amends the Statement on Schedule 13D filed
on April 8, 1994, as amended, by and on behalf of Harold Brown.
ITEM 4. PURPOSE OF TRANSACTION
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Over a period beginning in October 1998, and prior to the date of
this filing, Mr. Brown has made sporadic purchases in the open
market of New England Realty Associates Limited Partnership
Depositary Receipts (the "Receipts"), each representing one-tenth
of one Class A Limited Partnership Unit (a "Class A Unit"). Mr.
Brown has heretofore transferred 98,394 Receipts to the NERA 1994
Irrevocable Trust (the "Trust"), a grantor trust. The
beneficiaries of the Trust are trusts for the benefit of children
of Mr. Brown. Mr. Brown has disclaimed beneficial ownership of the
Receipts held by the Trust, although he may be deemed to
beneficially own such Receipts. As of the date of this filing, Mr.
Brown personally owns 1,600 Receipts.
On or about the Date of Event, Mr. Brown decided that he may
acquire a greater ownership interest in the Class A Units,
either by the purchase of Receipts or unconverted Class A Units,
through a tender offer for such Receipts and Class A Units. The
timing and price of any such tender offer has yet to be
determined. If Mr. Brown does conduct a tender offer, however, he
presently contemplates that he would seek to purchase any
combination of Class A Units and Receipts which equal 30,000 to
50,000 Class A Units (300,000 to 500,000 Receipts). Assuming
that Mr. Brown is deemed to beneficially own the Receipts held
by the Trust and that such tender offer were consummated, he
would beneficially own a maximum of approximately 43% of the
outstanding Class A Units (including the Receipts, as converted
to Class A Units). In the event only Receipts were tendered and
the tender offer were consummated, Mr. Brown would beneficially
own a maximum of approximately 53% of the outstanding Receipts.
If the above-described tender offer is commenced and consummated,
Mr. Brown may or may not thereafter transfer all or a portion of
the Class A Units and Receipts purchased pursuant to such tender
offer to the Trust.
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.
Dated: May ____, 2000
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Harold Brown
