WITTER DEAN COLDWELL BANKER TAX EXEMPT MORTGAGE FUND LP
10-K/A, 1995-04-12
REAL ESTATE
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                                          UNITED STATES
                               SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C.  20549

                                           FORM 10-K/A

[ X ]                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                               THE SECURITIES EXCHANGE ACT OF 1934
                           For the fiscal year ended December 31, 1994

                                               OR

[   ]                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                               THE SECURITIES EXCHANGE ACT OF 1934
                      For the transition period from ________ to ________.

                                 Commission File Number 0-15764

                   DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
                                          TEMPO-LP, INC.                     
               (Exact name of registrant as specified in governing instrument)

                                               Dean Witter/Coldwell Banker Tax 
                                                  Exempt Mortgage Fund, L.P.   
       Delaware                                           58-1710934           
(State of organization)                       (IRS Employer Identification No.)

                                                     TEMPO-LP, Inc.         
                                                       58-1710930           
                                              (IRS Employer Identification No.)

   2 World Trade Center, New York, NY                   10048              
(Address of principal executive offices)             (Zip Code)           

Registrant's telephone number, including area code:  (212) 392-1054

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                  Name of each exchange on which registered
       None                                          None                  

Securities registered pursuant to Section 12(g) of the Act:

                              Units of Limited Partnership Interest
                                        (Title of Class)

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         

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy 
or information statements incorporated by reference in Part III of 
this Form 10-K or any amendment to this Form 10-K. [X]

State the aggregate market value of the voting stock held by 
nonaffiliates of the registrant. N/A

                               DOCUMENTS INCORPORATED BY REFERENCE
                                              None<PAGE>
                           
                                             PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form      
            8-K. 

  (a)       Documents filed as a part of this report:

            1.   FINANCIAL STATEMENTS

                 Financial Statements of the Partnership (see Index to Financial
                 Statements as part of Item 8 of this Annual Report).

                 Financial Statements of TEMPO-LP, Inc. (see Index to Financial
                 Statements as part of Item 8 of this Annual Report).

            2.   SCHEDULES

                 Financial Statement Schedules of the Partnership and TEMPO-LP,
                 Inc. (see Index to respective Financial Statements as part of 
                 Item 8 of this Annual Report).

            3.   EXHIBITS

                 (2)   Not applicable.     

                 (3)(a) (i)    Certificate of Incorporation of TEMPO-LP, Inc.
                               Incorporated by reference to Exhibit 3(a) to
                               Registrants' Registration Statement, No 33-6216,
                               filed on June 4, 1986.

                         (ii)  Certificate of Amendment of Certificates of
                               Incorporation of TEMPO-LP, Inc. Incorporated by
                               reference to Exhibit 3(a)(ii) to Pre-Effective
                               Amendment No. 1 to Registrants' Registration
                               Statement, No. 33-6216, filed on August 25, 1986.
                     
                 (3)(b)        Bylaws of TEMPO-LP, Inc. Incorporated by 
                               reference to Exhibit 3(b) of Registrants' 
                               Registration Statement, No. 33-6216, filed on 
                               June 4, 1986.

                 (3)(c)        Certificate of Limited Partnership of Dean 
                               Witter/Coldwell Banker Tax Exempt Mortgage Fund
                               L.P.Incorporated by reference to Exhibit 
                               4(a)(i) to Pre-Effective Amendment No. 1 to 
                               Registrants' Registration Statement, No. 33-6216
                               filed on August 25, 1986.

                 (3)(d)        Form of Agreement of Limited Partnership. 
                               Incorporated by reference to Exhibit D to 

                               Registrants' Prospectus, dated October 8, 1986,
                               included in the Registrants' Registration 
                               Statement No. 33-6216.

                 (4)(a)        Certificate of Limited Partnership of Dean 
                               Witter/Coldwell Banker Tax Exempt Mortgage 
                               Fund L.P. Incorporated by reference to Exhibit 
                               4(a)(i) to Pre-Effective Amendment No. 1 to 
                               Registrants' Registration Statement, No. 33-6216
                               filed on August 25, 1986.

                 (4)(b)        Form of Assigned Benefit Certificate.  
                               Incorporated by reference to Exhibit 4(c) to 
                               Pre-Effective Amendment No. 1 to Registrants' 
                               Registration Statement, No. 33-6216, filed on 
                               August 25, 1986.

                 (4)(c)        Revised Form of Assigned Benefit Certificate. 
                               Incorporated by reference to Exhibit 4(c) to
                               Registrants' Annual Report on Form 10-K for the
                               fiscal year ended December 31, 1986.

                 (4)(d)        Form of Assignment Agreement.  Incorporated by
                               reference to Exhibit 4(d) to Registrants' Annual
                               Report on Form 10-K for the fiscal year ended
                               December 31, 1986.

                 (4)(e)        Form of Agreement of Limited Partnership. 
                               Incorporated by reference to Exhibit D to
                               Registrants' Prospectus, dated October 8, 1986,
                               included in the Registrants' Registration 
                               Statement,No. 33-6216.

                 (9)           Not applicable.

                 (10)(a)       Mortgage bond, dated March 12, 1987, with 
                               respect to Park at Landmark.  Incorporated 
                               by reference to Exhibit 10 (a) in Registrants' 
                               Report on Form 8-K, Commission File No. 0-15764, 
                               dated March 12, 1987.

                 (10)(b)       Mortgage bond, dated July 16, 1987, with respect 
                               to Wildcreek Apartments.  Incorporated by 
                               reference to Exhibit 10 (a) in Registrants' 
                               Report on Form 8-K,Commission File No. 0-15764, 
                               dated July 16, 1987.

                 (10)(c)       Mortgage bond, dated September 22, 1987, with 
                               respect to Burlington Arboretum Apartments.  
                               Incorporated by reference to Exhibit 10 (a) in 
                               Registrants' Report on Form 8-K,Commission File 
                               No. 0-15764, dated September 22, 1987.

                 (10)(d)       Mortgage bond, dated December 16, 1987, with 
                               respect to SunBrook Apartments.  Incorporated 
                               by reference to Exhibit 10 (a) in Registrants' 
                               Report on Form 8-K, Commission File No. 0-15764, 
                               dated December 16, 1987.

                 (10)(e)       Mortgage bond, dated December 21, 1987, with 
                               respect to High Ridge Apartments.  Incorporated 
                               by reference to Exhibit 10 (a) in Registrants' 
                               Report on Form 8-K, Commission File No. 0-15764, 
                               dated December 21, 1987.

                 (10)(f)       Mortgage bond, dated December 31, 1987, with 
                               respect to Fountain Head Apartments.  
                               Incorporated by reference to Exhibit 10 (a) in 
                               Registrants' Report on Form 8-K, Commission File 
                               No. 0-15764, dated December 31, 1987.

                 (10)(g)       Mortgage bond, dated September 23, 1988, with 
                               respect to Pine Club Apartments.  Incorporated 
                               by reference to Exhibit 10 (a) in Registrants' 
                               Report on Form 8-K, Commission File No. 0-15764, 
                               dated September 23, 1988.

                 (10)(h)       Mortgage bond, dated November 14, 1988, with 
                               respect to Township in Hampton Woods Apartments. 
                               Incorporated by reference to Exhibit 10 (a) in
                               Registrants' Report on Form 8-K,Commission File 
                               No. 0-15764, dated November 14, 1988.

                 (11)    Not applicable.

                 (12)    Not applicable.

                 (13)    Not applicable.

                 (16)    Not applicable.

                 (18)    Not applicable.

                 (21)    Subsidiaries:  
                           Landmark Acquisition Corp., a Virginia Corporation 
                           SBA/DW/CBTemp. Inc., a Missouri Corporation         

                 (22)    Not applicable.

                 (23)    Not applicable.

                 (24)    Not applicable.

                 (27)    Financial Data Schedules.

                 (28)    Not applicable.

                 (99)    Not applicable.

  (b)       No Forms 8-K were filed by the Partnership during the last quarter 
            of the period covered by this report.
            
  (d)       Financial Statements Schedule

            (1)  Financial statements of Burlington Arboretum Limited 
                 Partnership, an apartment complex located in Burlington, 
                 Massachusetts.  <PAGE>
                   
                 
                 DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P. 


                                           SIGNATURES




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.

                                             DEAN WITTER REALTY/COLDWELL BANKER
                                                TAX EXEMPT MORTGAGE FUND, L.P.


                                                 By:  TEMPO-GP, INC.
                                                      Managing General Partner


Date:  April 12, 1995                            By: /s/E. Davisson Hardman, Jr
                                                        E. Davisson Hardman, Jr.
                                                        President              




  
                                         TEMPO-LP, INC.


                                           SIGNATURES



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.


                                                          TEMPO-LP, INC.



Date:  April 12, 1995                           By:  /s/E. Davisson Hardman, Jr
                                                        E. Davisson Hardman, Jr.
                                                        President              
  
<PAGE>
                                                





                                    FINANCIAL STATEMENTS AND
                                  INDEPENDENT AUDITORS' REPORT

                                      BURLINGTON ARBORETUM
                                       LIMITED PARTNERSHIP

                                        DECEMBER 31, 1994<PAGE>
                    
                             Burlington Arboretum Limited Partnership

<TABLE>

                                        TABLE OF CONTENTS
<CAPTION>
                                                                                          PAGE

<S>                                                                                        <C>
INDEPENDENT AUDITORS' REPORT                                                                 9


FINANCIAL STATEMENTS


       BALANCE SHEET                                                                        10


       STATEMENT OF OPERATIONS                                                              11


       STATEMENT OF PARTNERS' DEFICIT                                                       12


       STATEMENT OF CASH FLOWS                                                              13


       NOTES TO FINANCIAL STATEMENTS                                                        14


SUPPLEMENTAL INFORMATION


       INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL
         INFORMATION                                                                        20


       SCHEDULE OF EXPENSES                                                                 21
</TABLE>

<PAGE>
                                  INDEPENDENT AUDITORS' REPORT




To the Partners
Burlington Arboretum Limited Partnership


       We have audited the accompanying balance sheet of Burlington
Arboretum Limited Partnership as of December 31, 1994, and the
related statements of operations, partners' deficit and cash
flows for the year then ended.  These financial statements are
the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

       We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

       In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Burlington Arboretum Limited Partnership as of December 31,
1994, and the results of its operations, the changes in partners'
deficit and its cash flows for the year then ended in conformity
with generally accepted accounting principles.


/s/Reznick, Fedder & Silverman
   Reznick, Fedder & Silverman

Boston, Massachusetts
March 10, 1995                                                                
                                                                              


<PAGE>
<TABLE>
                            Burlington Arboretum Limited Partnership

                                          BALANCE SHEET

                                        December 31, 1994
<CAPTION>

                                             ASSETS
<S>                                                                                <C>          
INVESTMENT IN REAL ESTATE
  Land                                                                              $ 2,074,884 
  Buildings, improvements and personal
    property, less accumulated depreciation
    of $4,731,848                                                                    24,387,172 
                                                                                     26,462,056 

OTHER ASSETS
  Cash                                                              $268,613
  Tenant accounts receivable                                          45,068
  Reserve for replacements                                            96,666
  Security deposits funded                                           249,606
  Prepaid expenses and other assets                                  102,684
  Mortgage costs, net of accumulated
    amortization of $663,197                                         852,570          1,615,207 

                                                                                    $28,077,263 

                                LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES APPLICABLE TO INVESTMENT
IN REAL ESTATE
  Mortgage payable                                                                  $29,326,500 
  Deferred interest and related fees on
    mortgage payable                                                                  2,011,796 
  Advances from general partner                                                         350,267 
  Advances from Tempo - GP, Inc.                                                        114,831 
  Accrued mortgage interest and service fees                                            147,077 
                                                                                     31,950,471 
OTHER LIABILITIES
  Accounts payable and accrued expenses                             $137,311
  Accrued management fees                                             45,266
  Prepaid rent                                                        10,274
  Security deposits payable                                          249,178            442,029 
                                                                                     32,392,500 

PARTNERS' DEFICIT                                                                    (4,315,237)

                                                                                    $28,077,263 
<FN>
                                See notes to financial statements
/TABLE
<PAGE>
<TABLE>
                            Burlington Arboretum Limited Partnership

                                     STATEMENT OF OPERATIONS

                                  Year ended December 31, 1994
<S>                                                                                <C>          
Revenue
  Rental income                                                                     $ 3,555,001 
  Miscellaneous income                                                                   40,901 
                                                                                      3,595,902 

  Less:  Vacancies                                                                       53,820 
         Tenant concessions and  
           employee and model
           apartments                                                                    72,110 
                                                                                      3,469,972 
Expenses
  Rental                                                        $   102,417 
  Administrative                                                    109,095 
  Maintenance                                                       344,390 
  Utilities                                                         190,067 
  Security                                                           14,977 
  Insurance                                                          76,975 
  Management fee                                                    104,314 
  Real estate taxes                                                 235,905           1,178,140 
                                                                                      2,291,832 

Other income (expenses)
  Depreciation                                                     (815,390)
  Amortization                                                      (70,471)
  Interest income                                                     3,405 
  Interest expense - mortgage                                    (1,892,987)
  Mortgage servicing fees                                           (73,316)
  Program management fee                                            (29,327)
  Interest expense - other                                             (492)
  Other income                                                       39,853          (2,838,725)
                                                                                                
          NET LOSS                                                                  $  (546,893)
<FN>
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                            Burlington Arboretum Limited Partnership

                                 STATEMENT OF PARTNERS' DEFICIT

                                  Year ended December 31, 1994




<S>                                                                                 <C>         
Partners' deficit, beginning                                                         $3,768,344 

Net loss                                                                                546,893 

Partners' deficit, ending                                                            $4,315,237 

<FN>
                                See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                            Burlington Arboretum Limited Partnership

                                     STATEMENT OF CASH FLOWS

                                  Year ended December 31, 1994
<S>                                                                                <C>          
Cash flows from operating activities
  Net loss                                                                           $ (546,893)
  Adjustments to reconcile net loss to net
    cash provided by operating activities
    Depreciation                                                                        815,390 
    Amortization                                                                         70,471 
    Increase in tenant accounts receivable                                              (19,277)
    Decrease in account receivable - other                                               38,732 
    Increase in prepaid expenses and other assets                                       (20,955)
    Decrease in accounts payable and accrued
      expenses                                                                         (179,994)
    Decrease in accrued mortgage interest
      and servicing fees                                                                (36,214)
    Increase in deferred interest and related
      fees on mortgage payable                                                           29,327 
    Decrease in accrued management fees                                                  (7,837)
    Decrease in prepaid rent                                                            (18,162)
    Increase in security deposits - net                                                    (315)

          Net cash provided by operating activities                                     124,273 

Cash flows from investing activities
  Investment in real estate                                                            (121,348)
  Increase in reserve for replacements                                                  (41,789)

          Net cash used in investing activities                                        (163,137)
          

Cash flows from financing activities
  Repayment on letter of credit                                                         (25,000)
  Advances from general partner                                                         130,267 
  Advances from Tempo-GP, Inc.                                                          114,831 

          Net cash provided by financing activities                                     220,098 
         

          NET INCREASE IN CASH                                                          181,234 

Cash, beginning                                                                          87,379 

Cash, ending                                                                         $  268,613 

Supplemental disclosure of cash flow information
  Cash paid during the year for interest                                             $1,929,202 
<FN>
                                See notes to financial statements
/TABLE
<PAGE>
                            Burlington Arboretum Limited Partnership

                                  NOTES TO FINANCIAL STATEMENTS

                                        December 31, 1994



NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

   Burlington Arboretum Limited Partnership was organized under
   the laws of the Commonwealth of Massachusetts on July 19, 1985,
   for the purpose of constructing and operating a rental housing
   project.  The project consists of 312 units located in
   Burlington, Massachusetts and is currently operating under the
   name of Burlington Arboretum.  The project contains both market
   rate rental units and moderate and low-income rentals.

   Each building of the project has qualified and been allocated
   low-income housing credits pursuant to Internal Revenue Code
   Section 42 (Section 42) which regulates the use of the project
   as to occupant eligibility and unit gross rent, among other
   requirements.  Each building of the project must meet the
   provisions of these regulations during each of fifteen
   consecutive years in order to remain qualified to receive the
   credits.

   The project's low-income housing credits are contingent on its
   ability to maintain compliance with applicable sections of
   Section 42.  Failure to maintain compliance with occupant
   eligibility, and/or unit gross rent, or to correct non-
   compliance within a specified time period could result in
   recapture of previously taken tax plus interest.  In addition,
   such potential non-compliance may require an adjustment to the
   contributed capital by the limited partner.
 
   Investment in Real Estate

   Investment in real estate is carried at cost.  Depreciation is
   provided for in amounts sufficient to relate the cost of
   depreciable assets to operations over their estimated service
   lives using the straight-line method for financial reporting
   purposes. 

   Mortgage Costs

   Mortgage costs are amortized over the term of the mortgage
   using the straight-line method.

<PAGE>
                            Burlington Arboretum Limited Partnership

                            NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                        December 31, 1994



NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - Continued

   Accounts Receivable

   The Partnership considers accounts receivable to be fully
   collectible; accordingly, no allowance for doubtful accounts is
   required.  If amounts become uncollectible, they will be
   charged to operations upon such determination.

   Rental Income

   Rental income is recognized as rentals become due.  Rental
   payments received in advance are deferred until earned. All
   leases between the Partnership and tenants of the property are
   operating leases.

   Income Taxes

   No provision or benefit for income taxes has been included in
   these financial statements since the taxable income or loss
   passes through to, and is reportable by, the partners
   individually.

NOTE B - INVESTMENT IN REAL ESTATE

   Buildings, improvements and personal property at December 31,
   1994 are summarized as follows:
<TABLE>
           Category                                          Useful Life                Amount  
  <S>                                                       <C>                     <C>         
  Buildings and improvements                                  40 years               $27,970,226
  Personal property                                          5-10 years                1,148,794

                                                                                      29,119,020

  Less accumulated depreciation                                                        4,731,848
   
                                                                                     $24,387,172
/TABLE
<PAGE>
                            
                            Burlington Arboretum Limited Partnership

                            NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                        December 31, 1994



NOTE C - MORTGAGE PAYABLE 

   The Partnership is obligated under the terms of a mortgage,
   financed by the issuance of housing revenue bonds, to the
   Burlington Housing Authority (a subdivision of the Commonwealth
   of Massachusetts). The mortgage bears interest at the rate of
   9% (the Base Interest). Base Interest is payable monthly to the
   extent of cash flow, but in no event at a rate less than 7.25%
   (the Minimum Base Interest).  In March 1994, the Partnership
   shorted the interest payment due by approximately $45,000,
   which caused the Partnership to be in default on the mortgage. 
   On April 28, 1994 the lender accepted the March 1994 payment as
   payment in full and acknowledged that the mortgage was current.
   

   Effective August 1, 1994, certain terms of the mortgage were
   modified and the Minimum Base Interest rate was reduced from
   7.25% to 5.35%. 
 
   Cumulative unpaid Base Interest up to $1,200,000 is deferred
   until sale or refinancing of the project. Other unpaid Base
   Interest is payable out of cash flow. Accrued Base Interest at
   December 31, 1994 is $1,847,567. To the extent there is cash
   flow after the payment of Base Interest at 9%, the Partnership
   is obligated to pay additional interest, up to 20% of the
   excess cash flow, resulting in a cumulative interest rate not
   to exceed 14%. Commencing in 1993, the Partnership will only
   accrue additional Base Interest to the extent of cash flow due
   to the uncertainty of payment upon maturity.  During 1994,
   additional Base Interest of $45,419 was incurred.  The
   unrecorded Base Interest at December 31, 1994 amounted to
   $1,213,180.  Upon termination of the Partnership Agreement,
   maturity or refinance of the mortgage, this additional Base
   Interest may be required to be paid.

   All unpaid principal and accrued interest are due on the
   earlier of September 22, 2011 (maturity) or as noted under the
   bond documents, the bond holder has the option to cause the
   bonds to be prepaid on any interest payment date on or after
   September 22, 2003 (the First Mandatory Redemption Date).

<PAGE>
                            Burlington Arboretum Limited Partnership

                            NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                        December 31, 1994



NOTE C - MORTGAGE PAYABLE - Continued

   In connection with the change in the interest rate, as noted
   above, the First Mandatory Redemption Date would be extended
   from September 22, 2003 to January 1, 2006.  The final maturity
   date of the bonds will remain September 22, 2011.  Such
   acceleration requires specification by the lender, in writing,
   six months prior to such date.  In addition, the bond
   requirement that there be a limited operating deficit letter of
   credit was eliminated.

   Under the terms of the mortgage agreement, the Partnership is
   also obligated to pay to the lender a monthly service fee of
   .25% of the bonds outstanding. During 1994, $73,316 was charged
   to operations. Monthly service fees remaining payable at
   December 31, 1994 were $6,110. In addition, the Partnership
   pays an annual program management fee of .10% of the bonds
   outstanding. During 1994, $29,327 was charged to operations. As
   of December 31, 1994, $164,229 has been accrued and is payable
   to the extent of available cash flow.

   Under agreements with the mortgage lender, the Partnership is
   required to make monthly escrow deposits for taxes, insurance
   and replacement of project assets.

   The liability of the Partnership under the mortgage is limited
   to the underlying value of the real estate collateral plus
   other amounts deposited with the lender or trustee.

NOTE D - RELATED PARTY TRANSACTIONS

   Development Fee

   The Partnership owes an affiliate $1,139,900, plus interest at
   10%, for a development fee incurred in 1990.  Such fee is due
   upon sale or refinancing of the project.  Due to the
   uncertainty regarding the ultimate payment, the fee and accrued
   interest have not been recorded as of December 31, 1994.

<PAGE>
                            Burlington Arboretum Limited Partnership

                            NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                        December 31, 1994



NOTE D - RELATED PARTY TRANSACTIONS - Continued

   Management Fee
   
   The Management Agreement is with the general partner,
   Burlington Apartments, Inc. (BAI) for a fee of 5% of gross
   collections.  During 1994, BAI had a subagent agreement with a
   non-related management company for a fee of 3% of gross
   collections.  On November 1, 1994 BAI entered into another
   subagent agreement for 3% of gross collections with a non-
   related management company.  Total management fees charged to
   operations were $104,314. 

   One requirement of the change in the Minimum Base Interest
   rate, as described in Note C, is that the general partner's 2%
   fee will be accrued only if the property pays interest on the
   mortgage at a rate of 7.25% for 12 consecutive months.  Since
   this interest payment level was not achieved in 1994, the 2%
   fee has not been accrued.  The unpaid 2% management fee at
   December 31, 1994 was $45,266, which represents the 1993 fee.  

   During 1994, in conjunction with the change in the Base Minimum
   Interest rate described in Note C, the general partner advanced
   $105,267 on behalf of the Partnership.  In addition, the
   general partner paid the final installment on the line of
   credit of $25,000.  At December 31, 1994, the amounts due the
   general partner were $350,267, which are noninterest bearing
   and due on demand.

NOTE E - ADVANCES FROM TEMPO-GP, INC.

   In conjunction with the change in the mortgage described in
   Note C, the bond servicer, Tempo-GP, Inc. advanced funds to the
   Partnership to pay water and sewer bills.  At December 31,
   1994, the amounts due to Tempo-GP, Inc. were $114,831, which
   are non-interest bearing and due on demand.

NOTE F - CONCENTRATION OF CREDIT RISK

   The Partnership maintains its cash balances in two Banks.  The
   balances are insured by the Federal Deposit Insurance
   Corporation up to $100,000 by each bank.  As of December 31,
   1994, the uninsured portion of the cash balances held at one of
   the banks was $194,334.

<PAGE>
                                    SUPPLEMENTAL INFORMATION<PAGE>
                    INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION




To the Partners
Burlington Arboretum Limited Partnership


       Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
information is presented for purposes of additional analysis and
is not a required part of the basic financial statements.  The
supplemental information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.


/s/Reznick, Fedder & Silverman
   Reznick, Fedder & Silverman

Boston, Massachusetts
March 10, 1995<PAGE>
<TABLE>

                            Burlington Arboretum Limited Partnership

                                      SCHEDULE OF EXPENSES

                                  Year ended December 31, 1994

<S>                                                                                     <C>     
Rental
  Rental salaries                                                                        $ 40,741
  Advertising                                                                              13,972
  Bad debts                                                                                45,884
  Miscellaneous renting expenses                                                            1,820
 
                                                                                         $102,417

Administrative
  Manager's salaries                                                                       48,876
  Office salaries                                                                           3,247
  Legal                                                                                    17,724
  Telephone                                                                                 6,632
  Accounting                                                                               10,000
  Trustee fees                                                                              2,676
  Office supplies and expense                                                               5,437
  Postage                                                                                   2,642
  Consulting fees                                                                           6,731
  Miscellaneous administrative                                                              5,130

                                                                                         $109,095

Maintenance
  HVAC maintenance                                                                       $  3,210
  Decorating contract, salaries and supplies                                               66,562
  Cleaning contract                                                                        39,263
  Maintenance salaries                                                                     56,263
  Grounds maintenance and contract                                                         27,986
  Rubbish removal                                                                          24,836
  Miscellaneous maintenance                                                                 8,489
  Pool salaries and expenses                                                               12,927
  Repairs - general                                                                        52,351
  Repairs - painting exterior                                                              34,570
  Repairs - roof                                                                              350
  Fire maintenance                                                                          5,824
  Motor vehicle insurance and expenses                                                      5,280
  Snow removal                                                                              5,110
  Exterminating                                                                               858
  Recreation services and supplies                                                            511

                                                                                         $344,390
/TABLE
<PAGE>
<TABLE>

                            Burlington Arboretum Limited Partnership

                                SCHEDULE OF EXPENSES - CONTINUED

                                  Year ended December 31, 1994


<S>                                                                                     <C>     
Utilities
  Water and sewer                                                                       $128,839 
  Electricity                                                                             46,202 
  Gas heat                                                                                14,716 
  Cable television                                                                           310 

                                                                                        $190,067
</TABLE>                                                                       



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