1626 NEW YORK ASSOCIATES LTD PARTNERSHIP
10-Q, 1996-08-19
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 June 30, 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>



                  1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Unaudited)


                                                                                June 30,               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 and allowance for impairment of value
         of $126,645,946 and $129,020,358 as of
         June 30, 1996 and December 31, 1995,
         respectively.........................................              109,797,869               119,259,953
                                                                          -------------             -------------
                                                                            134,234,589               145,736,898
                                                                         --------------            --------------
Other Assets:
     Cash and cash equivalents, at cost, which
         approximates market value............................                  301,974                   266,836
     Restricted cash..........................................                9,191,215                11,633,278
     Accounts receivable, net of reserves of
         $316,882 and $410,703 as of June 30, 1996
         and December 31, 1995, respectively                                    892,956                   756,342
     Deferred rent receivable.................................                8,204,332                 8,232,352
     Deferred costs, net of accumulated amortization
          of $21,435,990 and $21,434,999 as of
          June 30, 1996 and December 31, 1995,
          respectively........................................                4,422,666                 6,260,039
     Prepaid expenses and other assets                                        4,791,016                 5,826,765
                                                                         ---------------          ---------------
                                                                          $ 162,038,748             $ 178,712,510
                                                                          =============             =============
 LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
     Mortgage note payable to affiliates                                    207,000,000              $        -
     Fuji and Sanwa Mortgage..................................                       -                231,409,347
     Other Mortgage Notes, Net of unamortized discount                       19,217,970                19,272,538
     Loans payable, accounts payable and accrued interest
          to general partners and affiliates                                 10,630,509                46,221,992
     Accounts payable, security deposits and accrued expenses                 7,164,796                 8,616,797
     Accrued interest on mortgage notes to affiliates                        29,387,779                         -
     Accrued interest on other mortgage notes                                   980,974                27,929,643
     Deferred purchase price obligation                                       1,497,614                 1,497,614
                                                                        ---------------             -------------
                                                                            275,879,642               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....................................             (116,600,891)             (121,456,837)
     Less Investor notes......................................                  (68,542)                  (68,542)
     General Partners.........................................                2,828,539               (34,710,042)
                                                                         --------------             --------------

         Total Partners' Deficit..............................             (113,840,894)             (156,235,421)
                                                                         -------------             --------------

     Total Liabilities and Partners' Deficit                              $ 162,038,748             $ 178,712,510
                                                                          =============             =============
</TABLE>

                 See Notes to Consolidated Financial Statements

                  1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP

<TABLE>
CONSOLDATED STATEMENTS OF OPERATIONS

For the Three and Six Months
Ended June 30, 1996 and 1995                                              Three Months Ended               Six Months Ended
                                                                               June 30,                        June 30,

(Unaudited) (Note 1)                                                   1996                1995          1996                1995

<S>                                                       <C>                <C>                    <C>                 <C>
Income:

      Rental.........................................     $      10,628,303  $       12,680,989    $  22,450,264      $  24,172,417
      Interest and other income......................                26,890             195,499          169,338            417,422
                                                          -----------------  ------------------      ------------------  -----------
                                                                 10,655,193          12,876,488       22,619,602         24,589,839
                                                            ---------------  ------------------      ------------------  -----------

Expenses:

      Real estate taxes..............................             2,417,629           2,651,829        4,847,488          5,327,630
      Payroll .......................................               302,405             345,561          791,037            726,782
      Utilities......................................             1,047,951           1,310,856        2,156,596          2,326,150
      Repairs and maintenance........................             1,585,615           1,442,736        2,801,781          3,032,733
      General and administrative.....................               616,037             726,838          966,007          1,232,740
      Management fees................................                27,865             623,117          371,966          1,265,495
      Interest on obligations to affliates                        4,178,992             681,054        6,484,890          1,873,304
      Depreciation...................................             3,272,575           2,555,156        5,997,787          5,613,440
      Amortization...................................             1,413,610             883,259        2,297,269          1,831,216
                                                          -----------------  ------------------   ------------------ ---------------
                                                                 15,837,298          16,324,949       30,704,461         32,359,436

Net loss before extraordinary gain                               (5,182,105)         (3,448,461)      (8,084,859)        (7,769,597)
Extraordinary gain on transfer of 227 East 45th                           -                   -       13,688,046                  -
                                                            ----------------  ------------------  -------------------     ----------

Net Income (Loss)....................................     $      (5,182,105)  $      (3,448,461)     $ 5,603,187        $(7,769,597)
                                                          =================  ==================      ==================  ========== 
Net Income (Loss) Allocated to General
 Partners............................................     $        (195,252)  $         (86,611)     $   747,241        $  (203,899)
                                                          =================  ==================      ==================    =========

Net Loss Before Extraordinary Item Allocated
 to Limited Partners.................................     $     (4,986,853)   $     (3,361,850)      $(7,882,150)       $(7,565,698)
Extraordinary Gain Allocated to Investor
 Limited Partners....................................                     -                   -       12,738,096                  -
                                                          -----------------  ------------------      ------------------  -----------
Net Income (Loss) Allocated to Investor
 Limited Partners....................................     $     (4,986,853)   $     (3,361,850)      $ 4,855,946        $(7,565,698)
                                                          =================  ==================      ==================  ==========
Net Loss Per Unit of Investor Limited Partnership
Interest Before Extraordinary Gain                        $         (3,722)   $         (2,509)      $    (5,882)       $    (5,646)
Extraordinary Gain Per Unit of Investor Limited
Partnership Interest.................................                     -                   -            9,506                  -
                                                          -----------------  ------------------      ------------------  -----------
Net Income (Loss) Per Unit of Investor Limited
Partnership Interest.................................     $         (3,722)   $         (2,509)      $     3,624        $    (5,646)
                                                          =================  ==================      ==================  ===========
Weighted Average Number of Units of Limited
Partnership Interests Outstanding                                    1,340               1,340             1,340              1,340
                                                          ================== ==================       =================  ===========
</TABLE>







                 See Notes to Consolidated Financial Statements.


<PAGE>







                  1626 NEW YORK ASSOCIATES LIMITED PARTNERSHIP
<TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Six Months Ended
June 30, 1996 and 1995 (Unaudited)


   Cash flow from operating activities:

<S>                                                                               <C>                     <C>              
   Net income (loss)......................................................        $       5,603,187       $     (7,769,597)
   Adjustments to reconcile net loss to
        net cash provided by operating activities:
        Depreciation and amortization.....................................                8,295,056               7,444,656
        Deferred rent receivable..........................................                   28,020                (692,327)
        Gain on transfer of 227 East 45th Street                                        (13,688,046)                      -
                                                                                -------------------               ----------
        ..................................................................                  238,217              (1,017,268)

   Changes in assets and liabilities:
        Decrease in accounts payable, security deposits and
        accrued expenses..................................................              (1,452,001)              (5,055,332)
        (Increase) decrease in accounts receivable                                        (136,614)                 159,771
        Decrease in prepaids and other assets.............................               1,035,749                5,240,682
        Accrued interest..................................................               2,439,110                2,242,005
                                                                                  -----------------            ------------

        Net cash provided by operating activities                                        2,124,461                1,569,858
                                                                                    --------------             ------------

   Cash flows from investing activities:
        Increase in deferred costs........................................                (108,045)                (884,288)
        Additions to buildings and improvements                                         (3,265,001)              (2,682,734)
                                                                                  ----------------           --------------
        Net cash used by investing activities.............................              (3,373,046)              (3,566,982)
                                                                                  -----------------           ------------

   Cash flows from financing activities:
        Accounts and loans payable to general
           partners and affiliates........................................              (1,104,282)               1,643,770
        Restricted Cash...................................................               2,442,573                  380,101
        Principal payments on mortgages and other loans                                    (54,568)                 (49,334)
                                                                                           ---------- ----------------------

   Net cash provided by financing activities                                             1,283,723                1,974,537
                                                                                    --------------    ---------------------

   Net increase (decrease) in cash and cash equivalents                                     35,138                  (22,587)

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

   Cash and cash equivalents, end.........................................        $        301,974       $           85,278
                                                                                  =================       =================
 
   Cash paid for interest.................................................        $      7,221,232       $        6,936,311
                                                                                  =================       =================
</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 balance  associated  with all 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  $36,791,340.  This debt
forgiveness has been treated as a capital contribution by the General Partners.



<PAGE>




                 See Notes to Consolidated Financial Statements.

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

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


                                             Units of          General
For the Six Months Ended                     Limited           Partners'            Limited
June 30, 1996 and 1995                     Partnership         Capital             Partners'              Total
(Unaudited) (Note 1)                         Interest           (Deficit)           Deficit              Capital
- ------------------------------------------------------------------------------------------------------------------------



<S>                                               <C>      <C>                     <C>                <C>               
Balance, December 31, 1995                        1,340    $    (34,710,042)       $ (121,525,379)    $    (156,235,421)
Net Income .............................              -             747,241             4,855,946            36,791,340
Contributions                                         -          36,791,3402                    -            36,791,340
                                            ----------------------------------------------------------------------------
Balance, June 30, 1996..................          1,340  $        2,828,539    $     (116,669,433) $       (113,840,894)
                                            ============================================================================


Balance, December 31, 1994                        1,340        $(32,683,191)        $ (84,344,235)        $(117,027,426)
Net Loss...................................        -               (203,899)           (7,565,698)           (7,769,597)
                                              --------------------------------------------------------------------------
Balance, June 30, 1995.....................       1,340        $(32,887,090)        $ (91,909,933)        $(124,797,023)
                                              --------------------------------------------------------------------------
</TABLE>


                 See Notes to Consolidated Financial Statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 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,  $46,791,340  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.


<PAGE>







4.       RELATED PARTIES - Continued

Under the  Winthrop  Debt  Agreement,  Winthrop and its  affiliates  contributed
$36,791,340  of the  $46,791,340  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
$46,791,340.

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  does  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.

7.       ACCOUNTING CHANGE

On January 1, 1996, the Partnership  adopted  Statement of Financial  Accounting
Standards  ("SFAS") No.121,  "Accounting for the impairment of Long-Lived Assets
and for Long-Lived  Assets to Be Disposed Of", which requires  impairment losses
to be recognized for  long-lived  assets used in operations  when  indicators of
impairment  are present and the  undiscounted  cash flows are not  sufficient to
recover  the  asset's  carrying  amount.  The  impairment  loss is  measured  by
comparing  the fair value of the asset to its carrying  amount.  The adoption of
the SFAS had no effect on the Partnership's financial statements.


<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 $301,974 of cash and
cash  equivalents and $9,191,215 of restricted cash at June 30, 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 $35,138  increase in cash at June 30, 1996 as compared to December  31, 1995
was due to $2,124,461 of cash provided by operating activities and $1,283,723 of
cash  provided  by  financing  activities  which  was  substantially  offset  by
$3,373,046  of cash  used  in  investing  activities.  Cash  used  in  investing
activities  consisted  primarily of $3,265,000 of  improvements  to real estate.
Cash  provided by  financing  activities  consisted  of  $2,442,573  decrease in
restricted  cash,  $1,104,282  repaid to general  partners  and  affiliates  and
$54,568 of mortgage principal payments.

         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.  There are no  outstanding
amounts due under this credit line.

         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 Affiliates of the General Partner were restructured.

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


<PAGE>







Liquidity and Capital Resources - Continued

         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 was released  between 106 days to 150 days after the
transfer of 227 East 45th St. to Sanwa.

         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

Six Months ended June 30, 1996 vs. June 30, 1995

The Partnership generated a net loss before extraordinary gain of $8,084,859 for
the six months ended June 30, 1996, as compared to a net loss of $7,769,597  for
the six months ended June30, 1995.

Income for the six months  ended June 30,  1995 was  $22,619,602  as compared to
$24,589,839  for the six months ended June 30, 1995. The decrease in revenue was
due to a decrease in rental income of  $1,722,153  and interest and other income
of $248,084.

Rental income was negatively  impacted by the loss of the 227 East 45th property
during the first quarter of 1996 and a decrease in rental  revenues at 757 Third
Avenue and 545 Fifth Avenue of approximately $905,000 and $92,000, respectively,
for the six months ended June 30,  1996,  as compared to 1995.  These  decreases
were  partially  offset by an increase in rental  income at 535 Fifth Avenue and
1372 Broadway of approximately  $574,000 and $185,000,  respectively.  The lower
rental  revenues were primarily the result of lower  effective  rental rates and
decreased occupancy.

During  the first six  months of 1996,  the  Operating  Partnership  signed  new
renewal,  extension,  and expansion  leases with eleven tenants  totaling 51,655
square feet at rental terms  comparable  to buildings of similar  quality in the
market. As of June 30, 1996 and 1995, the current portfolio's  occupancy was 82%
and 89%, respectively.

Expenses for the six months ended June 30, 1996,  as compared to 1995,  declined
by approximately $1,655,000 partially as a result of the loss of 227 East 45th .
The decrease in operating expenses (i.e., real estate taxes, payroll, utilities,
reparis and maintenance) of $816,393,  interest expense of $528,720,  management
fees of  $893,529  and  general and  administrative  expenses  of $266,733  were
partially   offset  by  increases  in  amortization   expense  of  $466,053  and
depreciation expense of $384,347.

Operating  and  interest  expenses  declined as a result of the loss of 227 East
45th.  Management fees declined due to the  elimination of the asset  management
fee payable to a related party, the new management  agreement (which changed the
previous fee of 2.5%of cash receipts to a fixed fee) and the  disposition of the
227 East 45th Street property. General and administrative expenses declined as a
result  of  the  loss  of  227  East  45th  and a  decrease  in  legal  expense.
Depreciation  expense  increased due to the depreciation of tenant  improvements
placed in service in the prior year.  Amortization  expense increased due to the
increase  in  leasing  commissions  and the  amortization  of  refinancing  cost
associated with the new mortgage.

The  extraordinary  gain  was  recognized   because  the  outstanding   mortgage
indebtedness  encumbering  the  227  East  45th  Street  property  exceeded  the
Partnership's carrying value of the disposed property.

Three Months ended June 30, 1996 vs. June 30, 1995

The  Partnership  generated a net loss of $5,182,105  for the three months ended
June 30,  1996,  as compared to a net loss of  $3,448,461  for the three  months
ended June 30, 1995.

Income for the three months ended June 30, 1996 was  $10,655,193  as compared to
$12,875,488  for the three months  ended June 30, 1995.  The decrease in revenue
was due primarily to a decrease in rental income of $1,952,686.

Rental income was negatively  impacted by the loss of the 227 East 45th property
during the first quarter of 1996 and a decrease in rental  revenues at 757 Third
Avenue,  545 Fifth Avenue and 1372  Broadway for the three months ended June 30,
1996, as compared to 1995.  These decreases were partially offset by an increase
in rental income at Registrant's remaining properties. The lower rental revenues
were  primarily  the  result  of lower  effective  rental  rates  and  decreased
occupancy.

Total  expenses for the three  months ended June 30, 1996,  as compared to 1995,
declined by  approximately  $488,000,  primarily  as a result of the loss of 227
East 45th. The decrease in operating expenses (i.e., real estate taxes, payroll,
utilities,  repairs and maintenance) of approximately $397,382, interest expense
of $631,986, management fees of $595,252 and general and administrative expenses
of $110,801  were  partially  offset by  increases  in  amortization  expense of
$530,351 and depreciation expense of $717,419.


<PAGE>







Results of Operations - Continued

Operating and interest  expenses  declined as a result of the 227 East 45th deed
in lieu of  foreclosure.  Management fees declined due to the elimination of the
asset  management fee payable to a related party,  the new management  agreement
(which  changed the previous fee of 2.5%of cash receipts to a fixed fee) and the
disposition  of the 227 East 45th Street  property.  General and  administrative
expenses  declined as a result of the 227 East 45th deed in lieu of foreclosure.
Depreciation  expense  increased due to the depreciation of tenant  improvements
placed in service in the prior year.  Amortization  expense increased due to the
increase  in  leasing  commissions  and the  amortization  of  refinancing  cost
associated with the new mortgage.


<PAGE>






PART II - OTHER INFORMATION

NOT APPLICABLE

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: August 19, 1996                 By:  /s/ Michael Ashner
                                                Michael Ashner
                                                Chief Executive Officer



DATED: August 19, 1996                 By:  /s/ Edward V. Williams
                                                Edward V. Williams
                                                Chief Financial Officer


<PAGE>


<PAGE>



<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    six month period ending June 30, 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>                           6-MOS
    <FISCAL-YEAR-END>                       DEC-31-1996
    <PERIOD-START>                          JAN-01-1996
    <PERIOD-END>                            JUN-30-1996
    <EXCHANGE-RATE>                                                1
    <CASH>                                                   301,974
    <SECURITIES>                                           9,191,215
    <RECEIVABLES>                                          1,209,838
    <ALLOWANCES>                                            (316,882)
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                      15,177,161
    <PP&E>                                               236,443,815
    <DEPRECIATION>                                      (126,645,946)
    <TOTAL-ASSETS>                                       162,038,748
    <CURRENT-LIABILITIES>                                 18,776,279
    <BONDS>                                                        0
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                          (113,840,894) 
    <TOTAL-LIABILITY-AND-EQUITY>                         162,038,748
    <SALES>                                                        0
    <TOTAL-REVENUES>                                      36,307,648
    <CGS>                                                          0
    <TOTAL-COSTS>                                                  0
    <OTHER-EXPENSES>                                      20,229,931 
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                    10,474,530
    <INCOME-PRETAX>                                        5,603,187 
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                   (8,084,859) 
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                       13,688,046
    <CHANGES>                                                      0
    <NET-INCOME>                                           5,603,187 
    <EPS-PRIMARY>                                           3,623.84 
    <EPS-DILUTED>                                           3,623.84
            
    
</TABLE>


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