1626 NEW YORK ASSOCIATES LTD PARTNERSHIP
10-Q, 1996-05-20
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended March 31, 1996     Commission File Number 0-13500 



                1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP
           (Exact name of registrant as specified in its charter)



        Massachusetts                               04-2808184   
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


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

<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                       March 31,          December 31,
                                                                                       1996               1995
(Note 1)
- ---------------------------------------------------------------------------------------------------------------------------


ASSETS

<S>                                                                                 <C>                 <C>          
Real Estate, at cost:
      Land.............................................................             $  24,436,720       $  26,476,945
      Buildings and improvements, net of accumulated
         depreciation of $123,373,372 and $129,020,358
         as of March 31, 1996 and December 31, 1995,
         respectively..................................................              112,308,087          119,259,953
                                                                                   -------------        -------------
                                                                                     136,744,807          145,736,898
                                                                                   -------------        -------------
Other Assets:
      Cash and cash equivalents, at cost, which
        approximates market value......................................                  271,996              266,836
      Restricted cash..................................................               12,176,749           11,633,278
      Accounts receivable, net of reserves of $316,882 and
         $410,703 as of March 31, 1996 and
         December 31, 1995.............................................                  713,006              756,342
      Deferred rent receivable.........................................                8,120,610            8,232,352
      Deferred costs, net of accumulated amortization
       of $20,551,846 and $21,434,999 as of
       March 31, 1996 and December 31, 1995,
       respectively....................................................                 5,279,667           6,260,039
      Prepaid expenses and other assets................................                2,697,550            5,826,765
                                                                                   -------------        -------------
                                                                                   $ 166,004,385         $ 178,712,510
                                                                                   =============         =============

                                             LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
      Mortgage note payable to affiliate...............................            $ 207,000,000  $                  -
      Fuji and Sanwa Mortgage..........................................                         -          231,409,347
      Other Mortgage Notes, Net of unamortized
       discount........................................................               19,254,648           19,272,538
      Accounts payable, loans payable, and accrued interest to
       general partners and affiliates.................................               10,428,232           46,221,992
      Accounts payable, security deposits and
         accrued expenses..............................................                7,348,564            8,616,797
      Accrued interest in Mortgage notes payable to affiliate                         28,314,354                    -
      Accrued interest on other mortgage notes                                         1,021,548           27,929,643
      Deferred purchase price obligation...............................                1,497,614            1,497,614
                                                                                   -------------        -------------
                                                                                     274,864,960          334,947,931
Partners' Capital:
      Limited Partners
         Units of Limited Partnership Interest,  $250,000 stated value per unit;
         1,344 Units authorized and issued,
         1,340 outstanding.............................................             (111,584,038)        (121,456,837)
      Less Investor notes..............................................                  (68,542)             (68,542)
      General Partners.................................................                2,792,005          (34,710,042)
                                                                                  ---------------       -------------
         Total Partners' Deficit.......................................             (108,860,575)        (156,235,421)
                                                                                   -------------        -------------
      Total Liabilities and Partners' Deficit                                      $ 166,004,385        $ 178,712,510
                                                                                   =============        =============
</TABLE>


<PAGE>







ITEM 1. - FINANCIAL STATEMENTS
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS

- ------------------------------------------------------------------------------------------------------------------------------


For the Three Months Ended                                                                   Three Months Ended
March 31, 1996 and 1995                                                                                March 31
(Unaudited) (Note 1)                                                                         1996              1995
- ------------------------------------------------------------------------------------------------------------------------------


<S>                                                                                   <C>                  <C>        
Income:

      Rental and escalation income.....................................               $11,821,961          $11,491,428
      Interest and other income........................................                   142,448              221,923
                                                                                   --------------       --------------
                                                                                      $11,964,409          $11,713,351
                                                                                      -----------          -----------
Expenses:

      Real estate and other taxes......................................                 2,429,859            2,675,801
      Payroll .........................................................                   488,632              381,221
      Utilities........................................................                 1,108,645            1,015,294
      Repairs and maintenance..........................................                 1,216,166            1,589,997
      General and administrative.......................................                   349,970              505,902
      Management fees..................................................                   344,101              642,378
      Interest.........................................................                 3,015,021            4,025,403
      Interest on obligations to affiliates                                             2,305,898            1,192,250
      Depreciation.....................................................                 2,725,212            3,058,284
      Amortization.....................................................                   883,659             947,957
                                                                                   --------------      --------------
                                                                                       14,867,163          16,034,487
                                                                                     ------------        ------------

Net loss before extraordinary gain.....................................               (2,902,754)          (4,321,136)
                                                                                    -------------        ------------

      Extraordinary gain on transfer of 227 East 45th                                 13,688,046                    -
                                                                                    ------------     --------------------

Net Income (loss)......................................................               $10,785,292        $ (4,321,136)
                                                                                      ===========        =============

Net Income (Loss) Allocated to General Partners                                     $     912,493       $    (117,288)
                                                                                    =============     ==============

Net Loss Before Extraordinary Item Allocated to
Limited Partners.......................................................               (2,865,297)          (4,203,848)

Extraordinary Gain Allocated to Investor Limited Partners                             12,738,096                    -
                                                                                 --------------              ---------------------
Net (Loss) Income Allocated to Investor Limited Partners                          $    9,872,799        $  (4,203,848)
                                                                                   ==============             ==============
Net Loss Per Unit of Investor Limited Partnership
Interest Before Extraordinary Gain.....................................          $        (2,138)     $        (3,137)
Extraordinary Gain Per Unit of Investor Limited
Partnership Interest...................................................                     9,506                    -
                                                                               ---------------------------------------
Net (Loss) Income Per Unit of Investor Limited
Partnership Interest...................................................         $           7,368     $        (3,137)
                                                                                =================     ================
Weighted Average Number of Units of Limited
Partnership Interests Outstanding......................................                    1,340               1,340
                                                                             ===================   =================
</TABLE>


<PAGE>







<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS

- -----------------------------------------------------------------------------------------------------------------------------


For the Three Months Ended
March 31, 1996 and 1995 (Unaudited)                                                         1996              1995
- -----------------------------------------------------------------------------------------------------------------------------


<S>                                                                                   <C>                 <C>         
  Cash flow from operating activities:

  Net income (loss)....................................................               $10,785,292         $(4,321,136)
  Adjustments to reconcile net loss to
    net cash provided by operating activities:
      Depreciation and amortization....................................                 3,608,871            4,006,241
      Deferred rent receivable, net....................................                 (180,617)              285,720
      Gain on transfer of 227 East 45th St.                                          (13,688,046)                    -
                                                                                     ------------         -----------------
                                                                                         525,500               (29,175)
      Decrease in accounts payable,
        security deposits and accrued expenses                                        (1,095,475)           (5,358,895)
      Decrease in accounts receivable..................................                    43,336              495,395
      Decrease in prepaids and other assets                                            2,180,554             2,629,631
      Accrued interest.................................................                 1,406,259            1,255,376
                                                                                      -----------          -----------

         Net cash provided (used) by operating activities                               3,060,174           (1,007,668)
                                                                                           -----------     -----------

Cash flows from investing activities:
      Additions to buildings and improvements                                         (1,733,233)          (1,095,467)
      Increase in deferred costs.......................................                  (80,905)            (279,884)
                                                                                  ---------------        -------------
      Net cash used by investing activities                                           (1,814,136)          (1,375,351)
                                                                                    -------------          -----------

Cash flows from financing activities:
      (Increase) decrease in restricted cash                                          (2,191,089)             336,471
      Accounts and loans payable to general
        partners and affiliates........................................                   968,101            1,969,640
      Principal payments on mortgages and other loans                                     (17,890)             (24,443)
                                                                                    --------------     ------------

         Net cash (used) provided by financing activities                              (1,240,878)           2,281,668
                                                                                    -------------          -----------

         Net increase (decrease) in cash and cash equivalents                               5,160             (101,351)

Cash and cash equivalents, beginning...................................                   266,836              107,865
                                                                                     ------------        -------------

Cash and cash equivalents, end.........................................              $    271,996       $        6,514
                                                                                     ------------       --------------


Cash paid for interest.................................................               $ 3,099,421          $ 3,962,279
                                                                                      -----------          -----------
</TABLE>

NON CASH INVESTING AND FINANCING ACTIVITIES

As further  discussed in Note 6, on January 24, 1996, the Operating  Partnership
transferred  its'  ownership  interest  in 227 East 45th St.  to Sanwa  Business
Credit  Corporation  ("Sanwa").  In exchange  for this  ownership  interest  the
Operating  Partnership  was  relieved  of its  obligations  to repay  the  Sanwa
mortgage and notes  secured by both the 227 East property and the 509 Fifth Ave.
property. The net book balance associated with all the assets of the property as
of January 24, 1996 was  $11,048,644.  The  recorded  amount of all  obligations
associated with the properties as of January 24, 1996 totaled $24,360,690.

As further  discussed  in Note 4, on February  28,  1996,  the General  Partners
forgave loan balances and other amounts due totaling  $36,589,555.  This all has
been treated as a capital contribution by the General Partners.


<PAGE>








<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNER'S CAPITAL


   ---------------------------------------------------------------------------------------------------------------------------------

                                                                   Units of
For the Three Months Ended                                         Limited                General              Limited
March 31, 1996 and 1995                                         Partnership             Partners'             Partners'     Total
(Unaudited) (Note 1)                                               Interest              Capital              Capital      Capital
   ---------------------------------------------------------------------------------------------------------------------------------


<S>                                                                   <C>           <C>                   <C>              <C>    
Balance, December 31, 1995                                            1,340         $(34,710,042)    $ (121,525,379)  $(156,235,421)
Net Income..............................                               -                  912,493         9,872,799      10,785,292
Contributions...........................                               -               36,589,554                     -  36,589,554
                                                                  ------------------------------------------------------------------
Balance, March 31, 1996.....                                          1,340         $  2,792,005     $ (111,652,580)  $(108,860,575)
                                                                      =============================================================

Balance, December 31, 1994                                            1,340          (32,683,191)       (84,344,235)   (117,027,426)
Net Loss................................                                  -             (117,288)        (4,203,848)     (4,321,136)
                                                                            -------------------------------------------------------

Balance, March 31, 1995                                               1,340         $(32,800,479)      $(88,548,083)  $(121,348,562)
                                                                      ==============================================================

</TABLE>

<PAGE>







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,1996
(Unaudited)


1.       ACCOUNTING AND FINANCIAL REPORTING POLICIES

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the  Securities  and Exchange  Commission.  The  Registrant's  accounting and
financial   reporting   policies  are  in  conformity  with  generally  accepted
accounting  principles  and include  adjustments in interim  periods  considered
necessary for a fair presentation of the results of operations.  All adjustments
are of a normal  and  recurring  nature  except as  described  in Notes 5 and 6.
Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  It is suggested that these  consolidated  financial  statements be
read in conjunction with the consolidated financial statements and notes thereto
included in the Registrant's latest Form 10-K. The balance sheet at December 31,
1995 was derived from audited financial statements at such date.

The accompanying  consolidated  financial  statements  reflect the Partnership's
results of operations for an interim period and are not  necessarily  indicative
of the results of operations for the year ending December 31, 1996.


2.       TAXABLE INCOME

The  Partnership's  results of  operations on a tax basis are expected to differ
from net loss for financial  reporting  purposes primarily due to the accounting
differences in the recognition of rental income, depreciation and amortization.


3.       COMMITMENTS AND CONTINGENCIES

As a general partner of the Operating Partnership,  which owns the Property, the
Partnership is liable for recourse debts,  liabilities and other  obligations of
the Property to the extent not paid by the respective Property.


4.       RELATED PARTIES

The  Partnership  incurred  $336,684 of property and asset  management  fees and
$134,478 of leasing and construction fees through February 28, 1996,  payable to
an  affiliate  of the  general  partner.  As  part of the  sale  of  Fuji  Loan,
(described  in Note 5),  the  Partnership  agreed to retain new  management  and
leasing  agents  for  all  of its  properties.  Effective  March  1,  1996,  the
Partnership's  properties are managed by Axiom Real Estate Management,  Inc. and
leasing activity is performed by the Galbreath  Company,  Newmark & Co. and Koll
Company. These firms are not affiliates of the general partner.

In  connection  with the sale of the Fuji Loan,  Winthrop  Financial  Associates
("Winthrop")  and certain of its  affiliates  entered into an agreement with the
Investor  Partnership,  the Operating  Partnership  and an affiliate of Zeus (as
hereinafter  defined) with regard to amounts owed to Winthrop and its affiliates
by the Investor  Partnership and the Operating  Partnership  (the "Winthrop Debt
Agreement").  Prior to this agreement, Winthrop and its affiliates were owed, in
the  aggregate,  $46,589,554  by the  Investor  Partnership  and  the  Operating
Partnership.  This amount is comprised of cash  advances made by Winthrop to the
Operating  Partnership,  as well as unpaid  deferred fees related to the on-site
management of the properties, asset management and syndication. This amount also
includes accrued interest on these outstanding balances.

Under the  Winthrop  Debt  Agreement,  Winthrop and its  affiliates  contributed
$36,589,554  of the  $46,589,554  to the  Operating  Partnership.  The remaining
$10,000,000  receivable  has been  evidenced by a promissory  note issued by the
Operating  Partnership (the "Receivables  Note") which is secured by a pledge of
excess cash flow from 509 Fifth  Avenue and 300 Park Avenue South and is payable
only from those properties. Upon receiving consent of The Dime Savings Bank, the
holder of the first mortgage,  the  Receivables  Note is to be secured by second
mortgages on 509 Fifth Avenue and 300 Park Avenue South.  Winthrop then sold the
Receivables  Note to an  affiliate  of Zeus for a payment of $6 million in cash.
The  Receivables  Note has an annual base  interest rate of 6% and an additional
annual  contingent  interest rate of 9%. Interest is payable only from available
cash flow after payment of debt service on The Dime Savings Bank first mortgage.
Interest,  to the extent  that it cannot be paid  currently,  accrues  until the
maturity of this Note on July 31, 1997.


Distributions to Limited Partners,  if any were to occur, are now subordinate to
only  $10,000,000  of debt in respect  of the  Winthrop  receivables  instead of
$36,589,554.

5.       DEBT MODIFICATION

On February 28, 1996 Zeus  Property LLC  ("Zeus"),  purchased  the existing debt
held by the Fuji Bank Ltd. for $115 million.  In connection with its purchase of
the  Fuji  loan,  Zeus  agreed  to  grant  the  Operating   Partnership  certain
concessions.  (See "Item 2.  Management  Discussion  and  Analysis of  Financial
Condition").

6.       DEED IN LIEU OF FORECLOSURE

On January  24,  1996 the  Operating  Partnership  transferred  the title to the
property  located at 227 East 45th Street to Sanwa Business  Credit  Corporation
pursuant to a deed in lieu of foreclosure.  (see "Item 2. Management  Discussion
and Analysis of Financial Condition").

A deed in lieu of  foreclosure  agreement  was  reached  between  the  Operating
Partnership and Sanwa on January 15, 1996. Under the deed in lieu agreement, the
Operating Partnership  transferred the title to the property located at 227 East
45th St. to Sanwa.  In exchange,  Sanwa  released,  as of the closing date,  the
Operating  Partnership  from  all  claims,  demands,  liabilities,  obligations,
actions  and  causes of any kind with  regards  to Sanwa,  other than the second
mortgage  lien on 509 Fifth Avenue.  The 509 Fifth Avenue  second  mortgage lien
will be  released  between  106 days to 150 days after the  transfer of 227 East
45th  St.  to  Sanwa,  provided  the  Operating  Partnership  did not  file  for
bankruptcy within a period of 91 days after the transfer of 227 East 45th St.

As of year end, the balance  related to the mortgage was  $16,627,710  which was
secured by both 227 East 45th St. and 509 Fifth Avenue.  In addition,  the Sanwa
note payable,  which had a $7,781,634 balance, was secured by both 227 East 45th
St. and 509 Fifth Avenue. As a result of the above described  transactions,  the
Operating  Partnership has recognized an extraordinary gain of $13,688,046.  The
property  was stated at its fair  value at  December  31,  1995 as a result of a
recorded write-down.


<PAGE>







Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

         This Item should be read in conjunction with the Consolidated Financial
Statements and other Items contained elsewhere in this Report.

Liquidity and Capital Resources

         The  Partnership  serves as the general  partner of  Nineteen  New York
Properties  Limited  Partnership  (the  "Operating  Partnership").  All  of  the
Operating  Partnership's  properties  are office  buildings  located in New York
City. The Partnership's  sole source of revenue is from  distributions  from the
Operating  Partnership and interest  income on its reserves.  The Partnership is
responsible  for its  operating  expenses.  The Operating  Partnership  receives
rental  revenue  from  tenants  and  is  responsible  for  operating   expenses,
administrative expenses, capital improvements and debt service payments.

         The Partnership and the Operating  Partnership had $271,996 of cash and
cash  equivalents  and  $12,176,749  of  restricted  cash at March  31,  1996 as
compared to $266,836  and  $11,633,278,  respectively,  at  December  31,  1995.
Restricted  cash  includes  amounts  held  in  mortgage   collateral   accounts,
restricted operating accounts, and tenant security deposits and utility and real
estate tax  escrows.  The  increase  in cash at March 31,  1996 as  compared  to
December 31, 1995 was due to $3,060,174 of cash provided by operating activities
which  was  substantially  offset  by  $1,814,136  of  cash  used  in  investing
activities and $1,240,878 of cash used by financing activities.

         The  Operating  Partnership's  only  other  source  of  liquidity  is a
$19,500,000  unsecured credit line provided by Zeus Property LLC ("Zeus").  This
credit  line  can  be  used  by  the  Operating   Partnership  to  fund  capital
improvements  and tenant  lease-up costs at the Fuji  Properties.  However,  any
borrowings under this credit line are subject to Zeus' discretion.  Accordingly,
it is possible that the Operating  Partnership may not be able to borrow against
this credit line each time it deems it necessary.

     On February 28, 1996 Zeus purchased the existing debt held by The Fuji Bank
Ltd. for $115  million.  The Operating  Partnership  obtained a reduction in the
current  interest  required to be paid under the modified  loan which,  based on
current  projections,  will greatly  reduce the  likelihood of monetary  default
under the loan prior to February 28, 1998,  the new maturity  date for a portion
of the  loan.  As  part  of the  restructuring  of the  Fuji  loan,  each of the
Operating  Partnership's  535 and 545 Fifth Avenue,  1372 Broadway and 757 Third
Avenue  properties  (the  "Fuji  Properties")  were  conveyed  by the  Operating
Partnership to newly-created  limited liability companies which are wholly-owned
indirectly by the Operating Partnership and its partners.

         The modified  Fuji loan (the  "Modified  Loan") is comprised of several
component  non-recourse  loans,  all held by Zeus and its  affiliates.  The most
senior loan  component  consists of a series of secured  notes in the  aggregate
principal  amount of  $104,550,000,  each having an annual  interest rate of 295
basis points over 30-day LIBOR, maturing on February 28, 1998 unless extended at
Zeus' option (the "Secured A Notes").

     A junior  component  consists of secured notes in the  aggregate  principal
amount of $102,450,000,  each having a fixed annual interest rate of 14% for the
next three years and then 16.75% thereafter,  maturing on February 28, 2016 (the
"Secured B Notes").  The  Secured A Notes and  Secured B Notes are  collectively
secured by first  mortgages  on the Fuji  Properties.  A third  component is the
unsecured  $19,550,000 note (the "Unsecured  Note")  representing the additional
financing expected to be drawn upon by the Operating Partnership to fund capital
improvements and tenant lease-up costs with respect to the Fuji Properties.  The
Unsecured  Note bears  interest at a fixed annual rate of 14% for the next three
years and then  16.75%  thereafter  and  matures on February  28,  1998,  unless
extended at Zeus' option.

     In connection  with the Modified  Loan,  loans in the form of cash advances
and deferred fees were made to the Partnership and the Operating  Partnership by
Affliliates of the General Partner were restructured.

See Item 1, Note 4 for a discussion regarding affiliate loans.


<PAGE>







         After  giving   effect  to  the  loan   restructuring,   the  Operating
Partnership's  properties (the  "Properties")  were encumbered by  approximately
$236,254,000  of principal  amount of mortgage loans.  The Partnership  believes
that  current  cash flow will be  sufficient  to fund the current  debt  service
requirements on these loans until their maturity (December 31, 1997 with respect
to the loans encumbering 300 Park Avenue South and 509 Fifth Avenue and February
28,  1998 with  respect to the Fuji  Properties).  However,  in the absence of a
substantial  improvement in the  commercial  rental market and the operations of
the  Properties,  the  Partnership  will  not be  able  to  meet  its  financial
obligations  at  maturity.  Accordingly,  if the  Properties  can  not be  sold,
refinanced  or the  existing  loans  modified  at  their  maturity,  there  is a
substantial  likelihood  that some or all of the Properties will be lost through
foreclosure. At present, it appears that the Partnership's original objective of
capital  appreciation will not be achieved and the  Partnership's  partners will
not receive a return of a substantial amount of their original investment.

      On January 24, 1996, the Operating  Partnership  transferred  the title to
the property  located at 227 East 45th St. to Sanwa Business Credit  Corporation
("Sanwa")  pursuant  to a deed  in  lieu  of  foreclosure.  In  exchange,  Sanwa
released,  as of the closing date,  the Operating  Partnership  from all claims,
demands, liabilities,  obligations,  actions and causes of any kind with regards
to Sanwa, other than the second mortgage lien on 509 Fifth Avenue. The 509 Fifth
Avenue second mortgage lien will be released  between 106 days to 150 days after
the transfer of 227 East 45th St. to Sanwa,  provided the Operating  Partnership
did not file for  bankruptcy  within the 91 days after the  transfer of 227 East
45th St.

         As part of the debt restructuring  process,  the Operating  Partnership
reviewed the  properties to determined  whether they have suffered an impairment
in value which is deemed to be other than  temporary.  Such instances arise when
the Operating  Partnership  concludes  that expected  future cash flows will not
enable the Partnerships to recover their investment. In making such assessments,
the Operating Partnership considers certain factors, which includes recessionary
effects on commercial real estate markets, current and future expected occupancy
rates,  prospects  for  leasing  at rates  sufficient  to support  the  existing
carrying  value  of the  properties,  expected  changes  in  operating  costs or
appraisal of an independent firm. The Operating Partnership  determined that the
Properties  suffered an  impairment.  Management's  assessment  of impairment is
primarily  related to the continued  weak New York City  commercial  real estate
market,  coupled with a change in Management's  focus given the inability of the
Properties to service the current debt  obligations and the continued  depletion
of the cash reserves.  As a result, the Partnership wrote down its investment in
the Properties by $22,500,000 in 1995.

         There have been, and it is possible  there may be other Federal,  state
and local legislation and regulations  enacted relating to the protection of the
environment and individual rights (such as the Americans with Disabilities Act).
The  Partnership  is unable to predict  the  extent,  if any,  to which such new
legislation or regulations  might occur and the degree to which such existing or
new  legislation  or  regulations   might  adversely  affect  the  Partnership's
liquidity and capital resources.


Real Estate Market

         The  income and  expenses  of  operating  the  Properties  owned by the
Operating  Partnership are subject to factor's outside its control,  such as the
over-supply of similar properties, increases in unemployment, population shifts,
or changes in  patterns or needs of users.  Expenses,  such as local real estate
taxes and  miscellaneous  expenses,  are subject to change and cannot  always be
reflected in rental rate increases due to market conditions.  In addition, there
are risks  inherent  in owning  and  operating  office  buildings  because  such
properties are labor intensive and are susceptible to the impact of economic and
other conditions outside the control of the Partnership.

         These Market  conditions  have and will  continue to have a significant
impact on the Partnership.  In general,  while the General Partners believe that
the loan  restructurings  represent an accomplishment of the immediate goals set
by the  Operating  Partnership,  there  will be  little  or no  direct  positive
benefits for the  Partnership  unless there is a significant  recovery in market
conditions.



<PAGE>







Results of Operations

The Partnership  generated a net loss before extraordinary gain of approximately
$2.9  million  for the first  three  months of 1996  compared to the net loss of
approximately  $4.3 million for the first three months of 1995.  The 1996 rental
income  increased  to $11.8  million in the three  months  ended  March 31, 1996
compared to $11.5 million in the three months ended March 31, 1995.

The  rental  income  was  negatively  impacted  by the loss of the 227 East 45th
property by $758,000  for the quarter  ended March 31, 1996.  This  decrease was
offset by increases in the remaining  properties most significantly at 535 Fifth
of $484,000; 1372 Broadway of $183,000 and 300 Park Avenue South of $123,000.

The higher revenues were primarily the result of higher  effective  rental rates
with improved occupancy.

Total  expenses  declined by $1,167,000 as a result of the 227 East 45th deed in
lieu  of  foreclosure  saving  $530,000  in  operating  expenses,   $398,000  of
depreciation and amortization expenses.  Additionally,  management fees declined
by $298,000.

Utilities expense  increased by $93,000 as a result of significant  increases at
all properties.  The most significant  increases were at 1372 Broadway  $50,000;
545 East Fifth Ave. $42,000; 757 Third of $102,000,  partially offset by savings
at 227 East 45th of $145,000.

Management fees declined by $298,000 as a result of the elimination of the asset
management  fee  payable  to a  related  party of  $120,000,  the 227 East  45th
reduction of $20,000 and the new  management  agreement  changing to a fixed fee
from a previous fee of 2.5% of cash receipts.

The  payroll  expense  increased  by  $107,000  primarily  as a  result  of  the
Partnership paying $90,000 of severance payroll to the employees of the previous
management company in March, 1996.

All other operating expense  categories  declined as a result of the elimination
of the 227 East 45th property.

The extraordinary gain is the result of the deed in lieu of foreclosure  between
the Operating  Partnership and Sanwa Credit Corporation relating to the property
located at 227 East 45th Street.




<PAGE>








PART II - OTHER INFORMATION

ITEM 6                     EXHIBITS AND REPORTS ON FORM 8-K
                           --------------------------------

a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.

b) Reports on Form 8-K: No Report on Form 8-K was filed during the period.


<PAGE>







                                   SIGNATURE


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.

                  1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP



                                  (Registrant)


                             BY:  Two Winthrop Properties, Inc.
                                  Managing General Partner




DATED:  May 20, 1996              By:  /s/ Michael L. Ashner
                                           Michael L. Ashner
                                           Chief Executive Officer



DATED:  May 20, 1996               By:  /s/Edward V. Williams
                                           Edward V. Williams
                                           Chief Financial Officer



<PAGE>




<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    three month period ending March 31, 1996 and is
    qualified in its entirety by reference to such financial
    statements
    </LEGEND>
    <CIK>                                               0000767411
    <NAME>            1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP
    <MULTIPLIER>                                                   1
    <CURRENCY>                              U.S. Dollars
           
    <S>                                     <C>
    <PERIOD-TYPE>                           3-MOS
    <FISCAL-YEAR-END>                       DEC-31-1996
    <PERIOD-START>                          JAN-01-1996
    <PERIOD-END>                            MAR-31-1996
    <EXCHANGE-RATE>                                                1
    <CASH>                                                12,448,745
    <SECURITIES>                                                   0
    <RECEIVABLES>                                          9,150,498
    <ALLOWANCES>                                             316,882
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                      21,282,361
    <PP&E>                                               260,118,179
    <DEPRECIATION>                                      (123,373,372)
    <TOTAL-ASSETS>                                       166,004,385
    <CURRENT-LIABILITIES>                                 18,798,344
    <BONDS>                                                        0
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                          (108,860,575) 
    <TOTAL-LIABILITY-AND-EQUITY>                         166,004,385
    <SALES>                                                        0
    <TOTAL-REVENUES>                                      11,964,409
    <CGS>                                                          0
    <TOTAL-COSTS>                                                  0
    <OTHER-EXPENSES>                                       9,546,244 
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                     5,320,919
    <INCOME-PRETAX>                                       (2,902,754) 
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                            0 
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                       13,688,046
    <CHANGES>                                                      0
    <NET-INCOME>                                          10,785,292 
    <EPS-PRIMARY>                                           7,367.76 
    <EPS-DILUTED>                                              00.00
            
    
</TABLE>


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